SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 30, 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 October 30, 1996, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1996-4, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-17, Class A-R, Class A-LR, Class M, Class B-1 and
Class B-2 (the "Offered Certificates"), having an aggregate original principal
balance of $341,961,200. The Offered Certificates were issued pursuant to a
Pooling and Servicing Agreement, dated as of October 30, 1996, among the
Registrant, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer" or "Norwest Bank"), First Union National Bank of North
Carolina, as trust administrator and Firstar Trust Company, as trustee (the
"Agreement"), a copy of which is filed as an exhibit hereto. Mortgage
Pass-Through Certificates, Series 1996-5, Class A-16, Class B-3, Class B-4 and
Class B-5, having an aggregate initial principal balance of $73,101,033.90 (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 82.39% 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 will be distributed on each
Distribution Date (as defined in the Agreement). Monthly distributions in
reduction of the principal balance of the Offered Certificates will be allocated
to the Offered Certificates in accordance with the priorities set forth in the
Agreement. Distributions of interest and in reduction of principal balance on
any Distribution Date will be made to the extent that the Pool Distribution
Amount is sufficient therefor.
An election will be made to treat the Trust Estate as two separate REMICs
for federal income tax purposes (the "Upper-Tier REMIC" and the "Lower-Tier
REMIC"). 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-11, the Class A-12, Class
A-13, Class A-14, Class A-15 Certificates, the Class A-16 PAC Component, the
Class A-16 TAC Component, the Class A-16 Accretion Directed Component, the Class
A-16 Accrual Component, the Class A-16 IO Component, the Class A-16 PO Component
and the Class A-17 Certificates, the Class M Certificates and the Class B-1,
Class B-2, Class B-3, Class B-4 and Class B-5 Certificates will be treated as
"regular interests" in the Upper-Tier REMIC and the Class A-R and Class A-LR
Certificates will be treated as the "residual interest" in the Upper-Tier REMIC
and Lower-Tier REMIC, respectively.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-4) Pooling and Servicing Agreement, dated as of
October 30, 1996, among Norwest Asset Securities
Corporation, Norwest Bank Minnesota, National
Association, First Union National Bank of North
Carolina and Firstar Trust Company, as trustee.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST ASSET SECURITIES CORPORATION
October 30, 1996
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M. Kathryn Gray
Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
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(EX-4) Pooling and Servicing E
Agreement, dated as of October
30, 1996 among Norwest Asset
Securities Corporation,
Norwest Bank Minnesota,
National Association, First
Union National Bank of North
Carolina and Firstar Trust
Company, as trustee.
Execution Copy
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NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRSTAR TRUST COMPANY
(Trustee)
and
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of October 30, 1996
$415,062,233.90
Mortgage Pass-Through Certificates
Series 1996-5
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<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.......................................................
Section 1.02. Acts of Holders...................................................
Section 1.03. Effect of Headings and Table of Contents..........................
Section 1.04. Benefits of Agreement.............................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans......................................
Section 2.02. Acceptance by Trustee.............................................
Section 2.03. Representations and Warranties of the Master
Servicer and the Seller...........................................
Section 2.04. Execution and Delivery of Certificates............................
Section 2.05. Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date.....................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE:
SERVICING OF THE MORTGAGE LOANS
Section 3.01. Certificate Account...............................................
Section 3.02. Permitted Withdrawals from the Certificate Account................
Section 3.03. Advances by Master Servicer and Trustee...........................
Section 3.04. Trustee to Cooperate; Release of Owner Mortgage
Loan Files........................................................
Section 3.05. Reports to the Trustee and Trust Administrator;
Annual Compliance Statements......................................
Section 3.06. Title, Management and Disposition of Any REO Mortgage Loan........
Section 3.07. Amendments to Servicing Agreements, Modification of
Standard Provisions...............................................
Section 3.08. Oversight of Servicing............................................
Section 3.09. Termination and Substitution of Servicing Agreements..............
Section 3.10. 1934 Act Reports..................................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS; STATEMENTS AND REPORTS
Section 4.01. Distributions.....................................................
Section 4.02. Allocation of Realized Losses.....................................
Section 4.03. Paying Agent......................................................
Section 4.04. Statements to Certificateholders; Report to the
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........................................
<PAGE>
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-11 - Form of Face of Class A-11 Certificate
EXHIBIT A-12 - Form of Face of Class A-12 Certificate
EXHIBIT A-13 - Form of Face of Class A-13 Certificate
EXHIBIT A-14 - Form of Face of Class A-14 Certificate
EXHIBIT A-15 - Form of Face of Class A-15 Certificate
EXHIBIT A-16 - Form of Face of Class A-16 Certificate
EXHIBIT A-17 - Form of Face of Class A-17 Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT A-LR - Form of Face of Class A-LR Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT C - Form of Face of Class M Certificate
EXHIBIT D - Form of Reverse of Series 1996-5 Certificates
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Norwest Mortgage
in Frederick Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of
the Internal Revenue Code of 1986, as amended, and for
Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [A-16] [B-3] [B-4]
[B-5] Certificates)
EXHIBIT K - Transferee's Letter (Class [M] [B-1] [B-2] Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
<PAGE>
This Pooling and Servicing Agreement, dated as of October 30, 1996 executed
by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Master Servicer, FIRSTAR TRUST COMPANY, as Trustee and
FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as Trust Administrator.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer, the Trustee and the Trust Administrator agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing Practices
shall consist of the customary and usual master servicing practices of prudent
master servicing institutions which service mortgage loans of the same type as
the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Accretion Directed Certificates: The Class A-13 Certificates.
Accretion Termination Date: The earlier of (i) the Distribution Date
following the Distribution Date on which the Class A Subclass Principal Balance
of the Class A-13 Certificates and the Component Principal Balance of the Class
A-16 Accretion Directed Component has been reduced to zero or (ii) the
Cross-Over Date.
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 Non-PO Principal Balance, Class A-16 PO Component
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
Non-PO Principal Balance, Class A-16 PO Component Principal Balance, Class M
Principal Balance and Class B Principal Balance as of the Determination Date
succeeding such Distribution Date, (ii) the principal portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Certificates with respect to such Distribution Date and (iii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a)(i) for such Distribution Date without regard to
the provisos in the definitions of Class M Optimal Principal Amount, Class B-1
Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount and Class B-5 Optimal
Principal Amount.
Aggregate Current Bankruptcy Losses: With respect to any Distribution Date,
the sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution Date, the
sum of all Fraud Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any Distribution
Date, the sum of all Special Hazard Losses incurred on any of the Mortgage Loans
in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution Date, the aggregate
amount of Foreclosure Profits with respect to all of the Mortgage Loans.
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by the Trust
Administrator pursuant to Section 8.11. There shall initially be no
Authenticating Agent for the Certificates.
Available Master Servicer Compensation: As to any Distribution Date, the
sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that a Bankruptcy Loss shall not
be deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the Trust Administrator in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$169,705.21 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-9
Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12
Certificates, Class A-13 Certificates, Class A-14 Certificates, Class A-15
Certificates or Class A-17 Certificates beneficial ownership and transfers of
which shall be evidenced by, and made through, book entries by the Clearing
Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota, State of North Carolina or State of Wisconsin or (iii) a day on
which banking institutions in the City of New York, or the State of Iowa, State
of Maryland, State of Minnesota, State of North Carolina or State of Wisconsin
are authorized or obligated by law or executive order to be closed.
Certificate: Any one of the Class A Certificates, Class M Certificates or
Class B Certificates.
Certificate Account: The trust account established and maintained by the
Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Register and Certificate Registrar: Respectively, the register
maintained pursuant to and the registrar provided for in Section 5.02. The
initial Certificate Registrar is the Trust Administrator.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
Class: All certificates whose form is identical except for (i) variations
in the Percentage Interest evidenced thereby and (ii) in the case of the Class A
Certificates and Class B Certificates, variations in Subclass designation and
other Subclass characteristics.
Class A Certificate: Any one of Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-17
Certificates, Class A-R Certificate or Class A-LR Certificate.
Class A Certificateholder: The registered holder of a Class A Certificate.
Class A Distribution Amount: As to any Distribution Date, the aggregate
amount distributable to the Subclasses of Class A Certificates pursuant to
Paragraphs first, second, third and fourth of Section 4.01(a)(i) on such
Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the rate per
annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the sum of
the Class A Subclass Interest Accrual Amounts with respect to such Distribution
Date.
Class A Loss Denominator: As to any Determination Date, an amount equal to
the sum of (i) the Class A Subclass Principal Balances of the Class A
Certificates (other than the Class A-16 Certificates) (ii) the Component
Principal Balances of the Class A-16 Components (other than the Class A-16 PO
Component and the Class A-16 Accrual Component) and (iii) the lesser of the
Component Principal Balance of the Class A-16 Accrual Component and the Original
Component Principal Balance of the Class A-16 Accrual Component.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the sum
of the Class A Subclass Unpaid Interest Shortfalls for each Class A Subclass and
(iii) the Class A Non-PO Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any
Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage
Loan during the month preceding the month in which such Distribution
Date occurs over the unpaid principal balance of such defective
Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the Servicer,
the Master Servicer or the Trust Administrator in respect of such
defective Mortgage Loan.
Class A Non-PO Principal Balance: As of any date, an amount equal to the
sum of the (i) Class A Subclass Principal Balances for the Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4
Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 Certificates, Class A-17 Certificates, Class A-R
Certificate and Class A-LR Certificate and (ii) the Component Principal Balances
of the Class A-16 Accretion Directed Component, Class A-16 Accrual Component,
Class A-16 PAC Component and Class A-16 TAC Component.
Class A Non-PO Principal Amount: As to any Distribution Date, the aggregate
amount distributed in respect of the Class A Subclasses pursuant to Paragraph
third clause (A) of Section 4.01(a)(i).
Class A Non-PO Principal Distribution Amount: As to any Distribution Date,
the sum of (i) the Class A-16 Accrual Component Distribution Amount, if any,
with respect to such Distribution Date and (ii) the Class A Non-PO Principal
Amount with respect to such Distribution Date.
Class A Percentage: As to any Distribution Date occurring on or prior to
the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage obtained by
dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
Class A Prepayment Percentage: As to any Distribution Date to and including
the Distribution Date in October 2001, 100%. As to any Distribution Date
subsequent to October 2001 to and including the Distribution Date in October
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 October 2002 to and including the Distribution Date in
October 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 October 2003 to and including the Distribution Date in
October 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 October 2004 to and including the Distribution Date in
October 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 October 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 October
preceding such Distribution Date (it being understood that for the purposes of
the determination of the Class A Prepayment Percentage for the current
Distribution Date, the current Class A Percentage and Subordinated Percentage
shall be utilized). In order for the reduction referred to in the second through
sixth sentences to be applicable, with respect to any Distribution Date (a) the
average outstanding principal balance on such Distribution Date and for the
preceding five Distribution Dates on the Mortgage Loans that were delinquent 60
days or more (including for this purpose any payments due with respect to
Mortgage Loans in foreclosure and REO Mortgage Loans) must be less than 50% of
the current Class M Principal Balance and the current Class B Principal Balance
and (b) cumulative Realized Losses shall not exceed (1) 30% of the Original
Subordinated Principal Balance if such Distribution Date occurs between and
including November 2001 and October 2002, (2) 35% of the Original Subordinated
Principal Balance if such Distribution Date occurs between and including
November 2002 and October 2003, (3) 40% of the Original Subordinated Principal
Balance if such Distribution Date occurs between and including November 2003 and
October 2004, (4) 45% of the Original Subordinated Principal Balance if such
Distribution Date occurs between and including November 2004 and October 2005,
and (5) 50% of the Original Subordinated Principal Balance if such Distribution
Date occurs during or after November 2005. With respect to any Distribution Date
on which the Class A Prepayment Percentage is reduced below the Class A
Prepayment Percentage for the prior Distribution Date, the Master Servicer shall
certify to the Trust Administrator, based upon information provided by each
Servicer as to the Mortgage Loans serviced by it that the criteria set forth in
the preceding sentence are met.
Class A Principal 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-9
Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12
Certificates, Class A-13 Certificates, Class A-14 Certificates, Class A-15
Certificates, Class A-16 Certificates, Class A-17 Certificates, Class A-R
Certificate and Class A-LR Certificate.
Class A Subclass: Any of the Subclasses of Class A Certificates consisting
of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class
A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10
Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-13
Certificates, Class A-14 Certificates, Class A-15 Certificates, Class A-16
Certificates, Class A-17 Certificates, Class A-R Certificate and Class A-LR
Certificate.
Class A Subclass Distribution Amount: As to any Distribution Date and any
Class A Subclass (other than the Class A-16 Certificates), the amount
distributable to such Class A Subclass pursuant to Paragraphs first, second and
third clause (A) of Section 4.01(a)(i). As to the Class A-16 Certificates, the
sum of (a) the amount distributable to the Class A-16 Certificates with respect
to the Class A-16 Accretion Directed Component, the Class A-16 PAC Component and
the Class A-16 TAC Component pursuant to Paragraphs first, second and third
clause (A) of Section 4.01(a)(i); (b) (i) as to any Distribution Date prior to
the Accretion Termination Date, the amount distributable to the Class A-16
Certificates with respect to the Class A-16 Accrual Component pursuant to
Paragraph third clause (A) of Section 4.01(a)(i) and (ii) as to any Distribution
Date on or after the Accretion Termination Date, the amount distributable to the
Class A-16 Certificates with respect to the Class A-16 Accrual Component
pursuant to Paragraphs first, second and third clause (A) of Section 4.01(a)(i);
(c) the amount distributable to the Class A-16 Certificates with respect to the
Class A-16 IO Component pursuant to Paragraphs first and second of Section
4.01(a)(i) and (d) the amount distributable to the Class A-16 Certificates with
respect to the Class A-16 PO Component pursuant to Paragraphs third clause (B)
and fourth of Section 4.01(a)(i).
Class A Subclass Interest Accrual Amount: As to any Distribution Date and
any Class A Subclass (other than the Class A-8 Certificates and the Class A-16
Certificates), (i) the product of (a) 1/12th of the Class A Subclass
Pass-Through Rate for such Class A Subclass and (b) the Class A Subclass
Principal Balance of such Class A Subclass as of the Determination Date
preceding such Distribution Date minus (ii) the Class A Subclass Interest
Percentage of such Class A Subclass of (x) any Non-Supported Interest Shortfall
allocated to the Class A Certificates with respect to such Distribution Date,
(y) the interest portion of any Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Class A Certificates with
respect to such Distribution Date pursuant to Section 4.02(e) and (z) the
interest portion of any Realized Losses (other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to the Class
A Certificates on or after the Cross-Over Date pursuant to Section 4.02(e). As
to the Class A-16 Certificates, the sum of the Component Interest Accrual
Amounts for the Class A-16 Accretion Directed Component, the Class A-16 Accrual
Component, the Class A-16 IO Component, the Class A-16 PAC Component and the
Class A-16 TAC Component. As to the Class A-8 Certificates, the Class A-8
Interest Accrual Amount.
Class A Subclass Interest Percentage: As to any Distribution Date and any
Class A Subclass (other than the Class A-16 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
(other than for the Class A-16 Certificates) and each Component Interest Accrual
Amount).
Class A Subclass Interest Shortfall Amount: As to any Distribution Date and
any Subclass of Class A Certificates, any amount by which the Class A Subclass
Interest Accrual Amount of such Class A Subclass with respect to such
Distribution Date exceeds the amount distributed in respect of such Class A
Subclass on such Distribution Date pursuant to Paragraph first of Section
4.01(a)(i) (including in the case of the Class A-16 Certificates with respect to
the Class A-16 Accrual Component prior to the Accretion Termination Date, the
amount included in the Class A-16 Accrual Component Distribution Amount pursuant
to clause (i) of the definition thereof).
Class A Subclass Loss Percentage: As to any Determination Date and any
Subclass of Class A Certificates (other than the Class A-8 and Class A-16
Certificates) then outstanding, the percentage calculated by dividing the Class
A Subclass Principal Balance of such Subclass by the Class A Loss Denominator
(determined without regard to any Class A Subclass Principal Balance of any
Class A Subclass (other than the Class A-16 Certificates) or Component Principal
Balance of the Class A-16 Accretion Directed Component, Class A-16 Accrual
Component, Class A-16 PAC Component or Class A-16 TAC Component not then
outstanding), in each case determined as of the preceding Determination Date.
Class A Subclass Pass-Through Rate: As to each Class A Subclass, other than
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-6, Class A-7, Class A-8,
Class A-9, Class A-10, Class A-11 and Class A-13 Certificates, the Class A Fixed
Pass-Through Rate. As to the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-9 and Class A-10 Certificates, 7.25% per annum. As to the Class A-6, Class
A-11 and Class A-13 Certificates, 7.50% per annum. The Class A-16 Certificates
have no Pass-Through Rate.
As to any Distribution Date and the Class A-7 and Class A-8 Certificates,
the Class A-7 Pass-Through Rate and the Class A-8 Pass-Through Rate,
respectively.
Class A Subclass Principal Balance: As of the first Determination Date and
as to any Class A Subclass (other than the Class A-8 and Class A-16
Certificates), the Original Class A Subclass Principal Balance of such Class A
Subclass. As of any subsequent Determination Date prior to the Cross-Over Date
and as to any Class A Subclass (other than the Class A-8 and Class A-16
Certificates), the Original Class A Subclass Principal Balance of such Class A
Subclass less the sum of (a) all amounts previously distributed in respect of
such Class A Subclass on prior Distribution Dates (A) pursuant to Paragraph
third clause (A) of Section 4.01(a)(i), (B) as a result of a Principal
Adjustment and (C) if applicable, from the Class A-16 Accrual Component
Distribution Amount for such prior Distribution Dates and (b) the Realized
Losses allocated through such Determination Date to such Class A Subclass
pursuant to Section 4.02(b). After the Cross-Over Date, each such Class A
Subclass Principal Balance will also be reduced on each Determination Date by an
amount equal to the product of the Class A Subclass Loss Percentage of such
Class A Subclass and the excess, if any, of (i) the Class A Non-PO Principal
Balance for such Determination Date without regard to this sentence over (ii)
the difference between (A) the Adjusted Pool Amount for the preceding
Distribution Date and (B) the Adjusted Pool Amount (PO Portion) for the
preceding Distribution Date. As to the Class A-16 Certificates, the Class A
Subclass Principal Balance will equal the sum of the Component Principal
Balances of the Class A-16 Accretion Directed Component, the Class A-16 Accrual
Component, the Class A-16 PAC Component, the Class A-16 TAC Component and the
Class A-16 PO Component. The Class A-8 Certificates have no Class A Subclass
Principal Balance.
Class A Subclass Unpaid Interest Shortfall: As to any Distribution Date and
Class A Subclass, the amount, if any, by which the aggregate of the Class A
Subclass Interest Shortfall Amounts for such Class A Subclass for prior
Distribution Dates is in excess of the amounts distributed in respect of such
Class A Subclass (or, in the case of the Class A-16 Certificates with respect to
the Class A-16 Accrual Component prior to the Accretion Termination Date, the
amount included in the Class A-16 Accrual Component Distribution Amount pursuant
to clause (ii) of the definition thereof) on prior Distribution Dates pursuant
to Paragraph second of Section 4.01(a)(i).
Class A Unpaid Interest Shortfall: As to any Distribution Date, an amount
equal to the sum of the Class A Subclass Unpaid Interest Shortfalls for all the
Class A Subclasses.
Class A Voting Interest: The sum of (A) the product of (i) the then
applicable Class A Percentage and (ii) the Non-PO Voting Interest and (B) the
Pool Balance (PO Portion) divided by the Pool Balance (Non-PO Portion) and the
Pool Balance (PO Portion).
Class A-1 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-1 and Exhibit D hereto.
Class A-1 Certificateholder: The registered holder of a Class A-1
Certificate.
Class A-2 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-2 and Exhibit D hereto.
Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.
Class A-3 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-3 and Exhibit D hereto.
Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.
Class A-4 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-4 and Exhibit D hereto.
Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.
Class A-5 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-5 and Exhibit D hereto.
Class A-5 Certificateholder: The registered holder of a Class A-5
Certificate.
Class A-6 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-6 and Exhibit D hereto.
Class A-6 Certificateholder: The registered holder of a Class A-6
Certificate.
Class A-7 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-7 and Exhibit D hereto.
Class A-7 Certificateholder: The registered holder of a Class A-7
Certificate.
Class A-7 Pass-Through Rate: The Class A-7 Pass-Through Rate with respect
to the Distribution Date occurring in November 1996 will be the per annum rate
specified in Section 11.31. The Class A-7 Pass-Through Rate with respect to each
succeeding Distribution Date will be a per annum rate, determined by the Trust
Administrator on the Rate Determination Date occurring in the month preceding
the month in which such Distribution Date occurs in the manner specified in
Section 4.06 hereof, equal to the lesser of (i) 0.70% plus LIBOR and (ii) 9.00%.
Class A-8 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-8 and Exhibit D hereto.
Class A-8 Certificateholder: The registered holder of a Class A-8
Certificate.
Class A-8 Interest Accrual Amount: As to any Distribution Date, (i) the
product of (A) 1/12th of the Class A-8 Pass-Through Rate and (B) the Class A-8
Notional Amount as of such Distribution Date minus (ii) the Class A Subclass
Interest Percentage of the Class A-8 Certificates of (x) any Non-Supported
Interest Shortfall allocated to the Class A Certificates, (y) the interest
portion of any Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses allocated to the Class A Certificates and (z) the interest
portion of any Realized Losses (other than Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses) allocated to the Class A Certificates
on or after the Cross-Over Date pursuant to Section 4.02(e).
Class A-8 Notional Amount: As to any Distribution Date, the Class A-8
Notional Amount will be equal to the Class A Subclass Principal Balance of the
Class A-7 Certificates.
Class A-8 Pass-Through Rate: The Class A-8 Pass-Through Rate with respect
to the Distribution Date occurring in November 1996 will be the per annum rate
specified in Section 11.32. The Class A-8 Pass-Through Rate with respect to each
succeeding Distribution Date will be a per annum rate, subject to a minimum rate
of 0.00% and a maximum rate of 8.30% determined by the Trust Administrator on
the Rate Determination Date occurring in the month preceding the month in which
such Distribution Date occurs in the manner specified in Section 4.06 hereof,
equal to 8.30% minus LIBOR.
Class A-9 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-9 and Exhibit D hereto.
Class A-9 Certificateholder: The registered holder of a Class A-9
Certificate.
Class A-10 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-10 and Exhibit D hereto.
Class A-10 Certificateholder: The registered holder of a Class A-10
Certificate.
Class A-11 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-11 and Exhibit D hereto.
Class A-11 Certificateholder: The registered holder of a Class A-11
Certificate.
Class A-12 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-12 and Exhibit D hereto.
Class A-12 Certificateholder: The registered holder of a Class A-12
Certificate.
Class A-13 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-13 and Exhibit D hereto.
Class A-13 Certificateholder: The registered holder of a Class A-13
Certificate.
Class A-14 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-14 and Exhibit D hereto.
Class A-14 Certificateholder: The registered holder of a Class A-14
Certificate.
Class A-15 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-15 and Exhibit D hereto.
Class A-15 Certificateholder: The registered holder of a Class A-15
Certificate.
Class A-16 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-16 and Exhibit D hereto.
Class A-16 Certificateholder: The registered holder of a Class A-16
Certificate.
Class A-16 Component: Any of the Class A-16 Accretion Directed Component,
Class A-16 Accrual Component, Class A-16 IO Component, Class A-16 PAC Component,
Class A-16 TAC Component or Class A-16 PO Component.
Class A-16 Accrual Component Distribution Amount: As to any Distribution
Date prior to the Accretion Termination Date, an amount equal to the sum of (i)
the Component Interest Percentage of the Class A-16 Accrual Component of the
Current Class A Interest Distribution Amount and (ii) the Component Shortfall
Percentage of the Class A-16 Accrual Component of the amount distributed in
respect of the Class A-16 Certificates pursuant to Paragraph second of Section
4.01(a)(i) on such Distribution Date. As to any Distribution Date on or after
the Accretion Termination Date, zero.
Class A-16 Accrual Component Loss Percentage: As to any Determination Date,
the percentage calculated by dividing (i) the lesser of the Component Principal
Balance of such Component and the Original Component Principal Balance of such
Component by (ii) the Class A Loss Denominator (determined without regard to any
Class A Subclass Principal Balance of any Class A Subclass (other than the Class
A-16 Certificates) or Component Principal Balance of the Class A-16 Accretion
Directed Component, Class A-16 Accrual Component, Class A-16 PAC Component or
Class A-16 TAC Component not then outstanding) determined as of the preceding
Determination Date.
Class A-16 Accrual Component Principal Accretion Amount: As to any
Distribution Date prior to the Accretion Termination Date, an amount equal to
the sum of the amounts calculated pursuant to clauses (i) and (ii) of the
definition of Class A-16 Accrual Component Distribution Amount with respect to
such Distribution Date.
Class A-16 IO Component Interest Accrual Amount: As to any Distribution
Date, (i) the product of (A) 1/12th of the Component Rate for such Component and
(B) the Class A-16 IO Component Notional Amount as of such Distribution Date
minus (ii) the Component Interest Percentage of such Component of (x) any
Non-Supported Interest Shortfall allocated to the Class A Certificates, (y) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class A Certificates and (z) the
interest portion of any Realized Losses (other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to the Class
A Certificates on or after the Cross-Over Date pursuant to Section 4.02(e).
Class A-16 IO Component Notional Amount: As to any Distribution Date, the
product of (i) 28.768856094% and (ii) the sum of the Class A Subclass Principal
Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-6
Certificates.
Class A-16 PO Component Deferred Amount: For any Distribution Date prior to
the Cross-Over Date, the difference between (A) the sum of (i) the amount by
which the sum of the Class A-16 PO Component Optimal Principal Amounts for all
prior Distribution Dates exceeded the amounts distributed on the Class A-16
Certificates with respect to the Class A-16 PO Component on such prior
Distribution Dates pursuant to Paragraph third clause (B) of Section 4.01(a)(i)
and (ii) the sum of the product for each Discount Mortgage Loan which became a
Liquidated Loan at any time 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-16 Certificates with respect to the
Class A-16 PO Component on prior Distribution Dates pursuant to Paragraph fourth
of Section 4.01(a)(i). On and after the Cross-Over Date, the Class A-16 PO
Component Deferred Amount will be zero. No interest will accrue on any Class
A-16 PO Component Deferred Amount.
Class A-16 PO Component Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum as to each Outstanding Mortgage Loan, of the
product of (x) the PO Fraction with respect to such Mortgage Loan and (y) the
sum of
(i) (A) the principal portion of the Monthly Payment due on the
Due Date occurring in the month of such Distribution Date on such
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced
to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution
Date for each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan that
was repurchased by the Seller during such preceding month pursuant to
Section 2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such Mortgage
Loan substituted for a defective Mortgage Loan during the month
preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan.
Class A-16 PO Component Principal Balance: As of the first Determination
Date, the Original Component Principal Balance of the Class A-16 PO Component.
As of any subsequent Determination Date prior to the Cross-Over Date, the
Original Component Principal Balance of the Class A-16 PO Component less the sum
of (a) all amounts previously distributed in respect of the Class A-16 PO
Component on prior Distribution Dates pursuant to Paragraphs third clause (B)
and fourth of Section 4.01(a)(i) and (b) the Realized Losses allocated through
such Determination Date to the Class A-16 PO Component pursuant to Section
4.02(b). On or after the Cross-Over Date, the Class A-16 PO Component Principal
Balance will also be reduced on each Determination Date by an amount equal to
the difference, if any, between the Class A-16 PO Component Principal Balance as
of such Determination Date and the Adjusted Pool Amount (PO Portion) as of the
preceding Distribution Date.
Class A-16 PO Component Principal Distribution Amount: As to any
Distribution Date, the aggregate amount distributable to the Class A-16
Certificates with respect to the Class A-16 PO Component pursuant to Paragraphs
third clause (B) and fourth of Section 4.01(a)(i) on such Distribution Date.
Class A-17 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-17 and Exhibit D hereto.
Class A-17 Certificateholder: The registered holder of a Class A-17
Certificate.
Class A-17 Percentage: The Class A Subclass Principal Balance of the Class
A-17 Certificates divided by the Pool Balance (Non-PO Portion).
Class A-17 Prepayment Shift Percentage: The Class A-17 Prepayment Shift
Percentage for any Distribution Date will be the percentage indicated below:
Class A-17 Prepayment
Distribution Date Occurring In Shift Percentage
- -------------------------------------- ---------------------
November 1996 through October 2001.... 0%
November 2001 through October 2002.... 30%
November 2002 through October 2003.... 40%
November 2003 through October 2004.... 60%
November 2004 through October 2005.... 80%
November 2005 and thereafter.......... 100%
Class A-17 Priority Amount: For any Distribution Date, the lesser of (i)
the Class A Subclass Principal Balance of the Class A-17 Certificates and (ii)
the sum of (A) the product of (1) the Class A-17 Percentage, (2) the Class A-17
Scheduled Percentage and (3) the Scheduled Principal Amount and (B) the product
of (1) the Class A-17 Percentage, (2) the Class A-17 Prepayment Shift Percentage
and (3) the Unscheduled Principal Amount.
Class A-17 Scheduled Percentage: The Class A-17
Scheduled Percentage for any Distribution Date will be the percentage
indicated below:
Class A-17 Prepayment
Distribution Date Occurring In Shift Percentage
- -------------------------------------- ---------------------
November 1996 through October 2001.... 0%
November 2001 and thereafter.......... 100%
Class A-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L1 Interest Fraction: As of any Distribution Date, the fraction the
numerator of which is equal to the Class A Subclass Principal Balance of the
Class A-1 Certificates and the denominator of which is equal to the sum of the
Class A Subclass Principal Balances of the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-6 Certificates.
Class A-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly distribution
as provided in Section 4.01(a)(ii) hereof.
Class A-L2 Interest Fraction: As of any Distribution Date the fraction the
numerator of which is equal to the Class A Subclass Principal Balance of the
Class A-2 Certificates and the denominator of which is equal to the sum of the
Class A Subclass Principal Balances of the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-6 Certificates.
Class A-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L3 Interest Fraction: As of any Distribution Date the fraction the
numerator of which is equal to the Class A Subclass Principal Balance of the
Class A-3 Certificates and the denominator of which is equal to the sum of the
Class A Subclass Principal Balances of the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-6 Certificates.
Class A-L4 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L4 Interest Fraction: As of any Distribution Date the fraction the
numerator of which is equal to the Class A Subclass Principal Balance of the
Class A-4 Certificates and the denominator of which is equal to the sum of the
Class A Subclass Principal Balances of the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-6 Certificates.
Class A-L5 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L6 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L6 Interest Fraction: As of any Distribution Date, the fraction the
numerator of which is equal to the Class A Subclass Principal Balance of the
Class A-6 Certificates and the denominator of which is equal to the sum of the
Class A Subclass Principal Balances of the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-6 Certificates.
Class A-L7 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L9 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L13 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L16 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LR Certificate: The Certificate executed by the Trust Administrator
and authenticated by the Trust Administrator or the Authenticating Agent in
substantially the form set forth in Exhibit A-LR and Exhibit D hereto.
Class A-LR Certificateholder: The registered holder of the Class A-LR
Certificate.
Class A-LUR Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-R Certificate: The Certificate executed by the Trust Administrator
and authenticated by the Trust Administrator or the Authenticating Agent in
substantially the form set forth in Exhibit A-R and Exhibit D hereto.
Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.
Class A-LPO Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 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, 8.00% 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 Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-1 and Exhibit D hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a)(i).
Class B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-1
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-1 Certificates on such Distribution Date
pursuant to Paragraph eighth of Section 4.01(a)(i).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any
Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-1 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-1 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-1
Percentage for such Distribution Date will be zero.
Class B-1 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-1 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-1
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-1 Prepayment Percentage for such
Distribution Date will be zero.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Non-PO Principal Balance, the
Class A-16 PO Component Principal Balance and the Class M Principal Balance as
of such Determination Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a)(i).
Class B-2 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-2 and Exhibit D hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a)(i).
Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-2
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-2 Certificates on such Distribution Date
pursuant to Paragraph eleventh of Section 4.01(a)(i).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any
Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Percentage for such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Prepayment Percentage for such
Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-2 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Non-PO Principal
Balance, the Class A-16 PO Component Principal Balance the Class M Principal
Balance and the Class B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a)(i).
Class B-3 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-3 and Exhibit D hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs fourteenth, fifteenth and sixteenth of Section 4.01(a)(i).
Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-3
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-3 Certificates on such Distribution Date
pursuant to Paragraph fourteenth of Section 4.01(a)(i).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any
Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Percentage for such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Prepayment Percentage for such
Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses through such Determination Date allocated to the Class B-3 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Non-PO Principal
Balance, the Class A-16 PO Component Principal Balance, the Class M Principal
Balance, the Class B-1 Principal Balance and the Class B-2 Principal Balance as
of such Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a)(i).
Class B-4 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-4 and Exhibit D hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a)(i).
Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-4
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-4 Certificates on such Distribution Date
pursuant to Paragraph seventeenth of Section 4.01(a)(i).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any
Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Percentage for such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Prepayment Percentage for such
Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-4 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Non-PO Principal
Balance, the Class A-16 PO Component Principal Balance, the Class M Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance and
the Class B-3 Principal Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a)(i).
Class B-5 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-5 and Exhibit D hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs twentieth, twenty-first, and twenty-second of Section 4.01(a)(i).
Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-5
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-5 Certificates on such Distribution Date
pursuant to Paragraph twentieth of Section 4.01(a)(i).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any
Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Percentage for such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Prepayment Percentage for such
Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section
4.01(a)(i) and (b) the Realized Losses allocated through such Determination Date
to the Class B-5 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted
Pool Amount as of the preceding Distribution Date less the sum of the Class A
Non-PO Principal Balance, the Class A-16 PO Component Principal Balance, the
Class M Principal Balance, the Class B-1 Principal Balance, the Class B-2
Principal Balance, the Class B-3 Principal Balance and the Class B-4 Principal
Balance as of such Determination Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a)(i).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class M Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit C and Exhibit D hereto.
Class M Certificateholder: The registered holder of a Class M Certificate.
Class M Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class M Certificates pursuant to Paragraphs
fifth, sixth and seventh of Section 4.01(a)(i).
Class M Interest Accrual Amount: As to any Distribution Date, an amount
equal to (i) the product of 1/12th of the Class M Pass-Through Rate and the
Class M Principal Balance as of the Determination Date preceding such
Distribution Date minus (ii) (x) any Non-Supported Interest Shortfall allocated
to the Class M Certificates with respect to such Distribution Date and (y) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class M Certificates with respect to
such Distribution Date pursuant to Section 4.02(e).
Class M Interest Shortfall Amount: As to any Distribution Date, any amount
by which the Class M Interest Accrual Amount with respect to such Distribution
Date exceeds the amount distributed in respect of the Class M Certificates on
such Distribution Date pursuant to Paragraph fifth of Section 4.01(a)(i).
Class M Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class M Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any
Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class M Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class M Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class M Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage
Loan during the month preceding the month in which such Distribution
Date occurs over the unpaid principal balance of such defective
Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the Servicer,
the Master Servicer or the Trust Administrator in respect of such
defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class M Optimal Principal Amount will
equal the lesser of (A) the Class M Optimal Principal Amount calculated as
described in the preceding provisions and (B) the Adjusted Principal Balance for
the Class M Certificates.
Class M Pass-Through Rate: As to any Distribution Date, 8.00% 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)(i) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class M Certificates pursuant to Section
4.02(b) and (ii) the Adjusted Pool Amount as of the preceding Distribution Date
less the Class A Principal Balance as of such Determination Date.
Class M Unpaid Interest Shortfall: As to any Distribution Date, the amount,
if any, by which the aggregate of the Class M Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class M Certificates on prior Distribution Dates pursuant to Paragraph sixth
of Section 4.01(a)(i).
Class M-L Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Clearing Agency: An organization registered as a "clearing agency" pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The initial
Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial institution
or other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as set
forth in Section 11.25.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
Co-op Shares: Shares issued by private non-profit housing corporations.
Compensating Interest: As to any Distribution Date, the lesser of (a) the
product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal Balance for
such Distribution Date and (b) the Available Master Servicing Compensation for
such Distribution Date.
Component: Any one of the Class A-16 Components.
Component Interest Accrual Amount: As to any Distribution Date (and any
Component other than the Class A-16 IO Component and the Class A-16 PO
Component), (i) the product of (a) 1/12th of the Component Rate for such
Component and (b) the Component Principal Balance for such Component as of the
Determination Date preceding such Distribution Date minus (ii) the Component
Interest Percentage of such Component of (x) any Non-Supported Interest
Shortfall allocated to the Class A Certificates with respect to such
Distribution Date, (y) the interest portion of any Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class A
Certificates with respect to such Distribution Date pursuant to Section 4.02(e)
and (z) the interest portion of any Realized Losses (other than Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to
the Class A Certificates on or after the Cross-Over Date pursuant to Section
4.02(e). As to the Class A-16 IO Component, the Class A-16 IO Component Interest
Accrual Amount. The Class A-16 PO Component will have no Component Interest
Accrual Amount.
Component Interest Percentage: As to any Distribution Date and Class A-16
Component (other than the Class A-16 PO Component), the percentage calculated by
dividing the Component Interest Accrual Amount of such Component (determined
without regard to clause (ii) of the definition thereof) by the Class A Interest
Accrual Amount (determined without regard to clause (ii) of the definition of
each Class A Subclass Interest Accrual Amount (other than for the Class A-16
Certificates) and each Component Interest Accrual Amount).
Component Interest Shortfall Amount: As to any Distribution Date and Class
A-16 Component (other than the Class A-16 PO Component), the product of (a) the
Class A Subclass Interest Shortfall Amount of the Class A-16 Certificates for
such Distribution Date and (b) a fraction, the numerator of which is the
applicable Component Interest Accrual Amount and the denominator of which is the
Class A Subclass Interest Accrual Amount of the Class A-16 Certificates.
Component Interest Shortfall Distribution: As to any Distribution Date and
Class A-16 Component (other than the Class A-16 PO Component), the product of
(i) the amount that would be distributable in respect of the Class A-16
Certificates with respect to such Distribution Date pursuant to Paragraph second
of Section 4.01(a)(i) without regard to the proviso set forth in such Paragraph
and (ii) the Component Shortfall Percentage for such Distribution Date.
Component Loss Percentage: As to any Determination Date and any Component
(other than the Class A-16 Accrual Component and the Class A-16 PO Component),
the percentage calculated by dividing (i) the Component Principal Balance of
such Component by (ii) the Class A Loss Denominator (determined without regard
to any Class A Subclass Principal Balance of any Class A Subclass (other than
the Class A-16 Certificates) or Component Principal Balance of the Class A-16
Accretion Directed Component, Class A-16 Accrual Component, Class A-16 PAC
Component or Class A-16 TAC Component not then outstanding), in each case
determined as of the preceding Determination Date. As to the Class A-16 Accrual
Component, the Class A-16 Accrual Component Loss Percentage.
Component Principal Balance: As of the first Determination Date and as to
any Component (other than the Class A-16 IO Component and the Class A-PO
Component), the Original Component Principal Balance. As of any subsequent
Determination Date and as to any Component (other than the Class A-16 IO
Component and the Class A-16 PO Component) prior to the Cross-Over Date, the
Original Component Principal Balance (increased in the case of the Class A-16
Accrual Component by the Class A-16 Accrual Component Principal Accretion Amount
with respect to prior Distribution Dates) less the sum of (a) all amounts
previously distributed in respect of such Component on prior Distribution Dates
(A) pursuant to Paragraph third clause (A) of Section 4.01(a)(i), (B) as a
result of a Principal Adjustment and (C) from the Class A-16 Accrual Component
Distribution Amounts for such prior Distribution Dates and (b) the Realized
Losses allocated through such Determination Date to such Component pursuant to
Section 4.02(b). After the Cross-Over Date, the Component Principal Balance will
also be reduced on each Determination Date by an amount equal to the product of
the Component Loss Percentage for such Component and the excess, if any, of (i)
the Class A Non-PO Principal Balance for such Determination Date without regard
to this sentence over (ii) the difference between (A) the Adjusted Pool Amount
for the preceding Distribution Date and (B) the Adjusted Pool Amount (PO
Portion) for the preceding Distribution Date. As to the Class A-16 PO Component,
the Class A-16 PO Component Principal Balance.
Component Rate: As to any Distribution Date and for each of the Class A-16
Accrual Component and the Class A-16 TAC Component, 8.00% per annum. As to any
Distribution Date and for the Class A-16 PAC Component, 12.00% per annum. As to
any Distribution Date and for the Class A-16 IO Component, 1.50% per annum. As
to any Distribution Date and for the Class A-16 Accretion Directed Component,
10.00% per annum.
Component Shortfall Percentage: As to any Distribution Date and Class A-16
Component (other than the Class A-16 PO Component), the percentage calculated by
dividing the Component Unpaid Interest Shortfall for such Component by the Class
A Subclass Unpaid Interest Shortfall for the Class A-16 Certificates, in each
case determined as of the Business Day preceding the applicable Distribution
Date.
Component Unpaid Interest Shortfall: As to any Distribution Date and Class
A-16 Component (other than the Class A-16 PO Component), the product of (i) the
sum of the Component Interest Shortfall Amounts for such Component for prior
Distribution Dates minus (ii) the Component Interest Shortfall Distributions for
such Component for prior Distribution Dates.
Co-op Shares: Shares issued by private non-profit housing corporations.
Corporate Trust Office: The principal office of the Trust Administrator or
the Trustee, as the case may be, at which at any particular time its corporate
trust business shall be administered, which office, with respect to the Trust
Administrator, at the date of the execution of this instrument is located at 230
South Tryon Street, Charlotte, North Carolina 28288 and, with respect to the
Trustee, at the date of the execution of this instrument is located at 615 East
Michigan Street, Lewis Center, 4th Floor, Milwaukee, Wisconsin 53202.
Corresponding Upper-Tier Class or Component: As to the following
Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier Class, Classes
or Components, as follows:
Corresponding Upper-Tier
Uncertificated Lower-Tier Interest Class or Component
- ---------------------------------- ------------------
Class A-L1 Interest Class A-1 Certificates
Class A-L2 Interest Class A-2 Certificates
Class A-L3 Interest Class A-3 Certificates
Class A-L4 Interest Class A-4 Certificates
Class A-L5 Interest Class A-5 Certificates, Class A-12
Certificates, Class A-14
Certificates, Class A-15 Certificates,
Class A-17 Certificates and Class A-16
TAC Component
Class A-L6 Interest Class A-6 Certificates
Class A-L7 Interest Class A-7 Certificates and Class A-8
Certificates
Class A-L9 Interest Class A-9 Certificates, Class A-10
Certificates, Class A-11
Certificates and Class A-16 PAC Component
Class A-L13 Interest Class A-13 Certificates and Class A-16
Accretion Directed Component
Class A-L16 Interest Class A-16 Accrual Component
Class A-LPO Interest Class A-16 PO Component
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class M-L Interest Class M Certificates
Cross-Over Date: The Distribution Date preceding the first Distribution
Date on which the Class A Percentage (determined pursuant to clause (ii) of the
definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution Date
that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of such
Distribution Date, the amount of interest that would have accrued
at the Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of
the month preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer during the month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest
Rate on the amount of such Unscheduled Principal Receipt from the
day of its receipt or, if earlier, its application by the
Servicer through the last day of the month in which such
Unscheduled Principal Receipt is received.
Current Class A Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Class A Subclasses pursuant to
Paragraph first of Section 4.01(a)(i) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Class B Certificates pursuant to
Paragraphs eighth, eleventh, fourteenth, seventeenth and twentieth of Section
4.01(a)(i) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates by the sum of the Class A Non-PO Principal
Balance, the Class M Principal Balance and the Class B Principal Balance. As to
the first Distribution Date, the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-3, Class B-4
and Class B-5 Certificates by the sum of the Class A Non-PO Principal Balance,
the Class M Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-4 and Class
B-5 Certificates by the sum of the Class A Non-PO Principal Balance, the Class M
Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Class B Subclass Principal Balance of the Class B-5 Certificates by the sum
of the Class A Non-PO Principal Balance, the Class M Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-4 Fractional Interest.
Current Class M Fractional Interest: As to any Distribution Date subsequent
to the first Distribution Date, the percentage obtained by dividing the Class B
Principal Balance by the sum of the Class A Non-PO Principal Balance, the Class
M Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class M Fractional Interest.
Current Class M Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Class M Certificates pursuant to
Paragraph fifth of Section 4.01(a)(i) on such Distribution Date.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, a Servicer and the Trust
Administrator, substantially in the form of Exhibit E hereto, as the same may be
amended or modified from time to time in accordance with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each of the
Servicing Agreements, with respect to the Mortgage Loans. In determining whether
the Custodial P&I Account under any Servicing Agreement is "acceptable" to the
Master Servicer (as may be required by the definition of "Eligible Account"
contained in the Servicing Agreements), the Master Servicer shall require that
any such account shall be acceptable to each of the Rating Agencies.
Custodian: Initially, the Trust Administrator, and thereafter the
Custodian, if any, hereafter appointed by the Trust Administrator pursuant to
Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trustee, the Trust Administrator or any
Person directly or indirectly controlling or controlled by or under common
control of either of them. Neither a Servicer, nor the Seller nor the Master
Servicer nor any Person directly or indirectly controlling or controlled by or
under common control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the Cut-Off Date
Principal Balances of the Mortgage Loans is as set forth in Section 11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then-outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each Certificate
(other than the Class A-8 Certificates) representing the principal portion of
the Cut-Off Date Aggregate Principal Balance evidenced by such Certificate. As
to the Class A-8 Certificates, the amount specified on the face of each such
Certificate representing the portion of the Original Class A-8 Notional Amount
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 8.00%.
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 Trust Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as two separate
REMICs or result in the imposition of any federal tax on either of the
Upper-Tier REMIC or the Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and
credit of the United States of America;
(ii) general obligations of or obligations guaranteed by any
state of the United States of America or the District of Columbia
receiving the highest short-term or highest long-term rating of each
Rating Agency, or such lower rating as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in
the highest long-term commercial or finance company paper rating
category of each Rating Agency or the highest short-term rating
category of each Rating Agency, or such lower rating category as would
not result in the downgrading or withdrawal of the rating then
assigned to any of the Certificates by either Rating Agency or result
in any of such rated Certificates being placed on credit review status
(other than for possible upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds or banker's acceptances issued by any depository institution or
trust company incorporated under the laws of the United States or of
any state thereof and subject to supervision and examination by
federal and/or state banking authorities, provided that the commercial
paper and/or debt obligations of such depository institution or trust
company (or in the case of the principal depository institution in a
holding company system, the commercial paper or debt obligations of
such holding company) are then rated in the highest short-term or the
highest long-term rating category for such securities of each of the
Rating Agencies, or such lower rating categories as would not result
in the downgrading or withdrawal of the rating then assigned to any of
the Certificates by either Rating Agency or result in any of such
rated Certificates being placed on credit review status (other than
for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation acceptable to each Rating
Agency at the time of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United
States of America, in either case entered into with a depository
institution or trust company (acting as principal) described in (iv)
above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of
America or any state thereof which, at the time of such investment or
contractual commitment providing for such investment, are then rated
in the highest short-term or the highest long-term rating category by
each Rating Agency, or in such lower rating category as would not
result in the downgrading or withdrawal of the rating then assigned to
any of the Certificates by either Rating Agency or result in any of
such rated Certificates being placed on credit review status (other
than for possible upgrading) by either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Bankruptcy Loss is realized in the month preceding
the month of such Distribution Date, (i) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date exceed the then-applicable
Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss represented by
the ratio of (a) the excess of the Aggregate Current Bankruptcy Losses over the
then-applicable Bankruptcy Loss Amount, divided by (b) the Aggregate Current
Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy Losses with
respect to such Distribution Date are less than or equal to the then-applicable
Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy Loss occurring
with respect to a Mortgage Loan on or after the Cross-Over Date will be an
Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any Mortgage
Loan as to which a Fraud Loss is realized in the month preceding the month of
such Distribution Date, (i) if the Aggregate Current Fraud Losses with respect
to such Distribution Date exceed the then-applicable Fraud Loss Amount, then the
portion of such Fraud Loss represented by the ratio of (a) the excess of the
Aggregate Current Fraud Losses over the then-applicable Fraud Loss Amount,
divided by (b) the Aggregate Current Fraud Losses, or (ii) if the Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Fraud Loss Amount, then zero. In addition, any
Fraud Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
Exhibit F-1 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-1 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-2 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-2 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-3 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-3 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
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) 8.00%, (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) 8.00%, (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 $8,301,244.68 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such Person
who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, trust administrator, partner, director or person performing similar
functions.
Insurance Policy: Any insurance or performance bond relating to a Mortgage
Loan or the Mortgage Loans, including any hazard insurance, special hazard
insurance, flood insurance, primary mortgage insurance, mortgagor bankruptcy
bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering a
Mortgage Loan.
LIBOR: As to any Distribution Date, the arithmetic mean of the London
Interbank offered rate quotations for one-month Eurodollar deposits, as
determined by the Trust Administrator on the related Rate Determination Date in
accordance with Section 4.06.
LIBOR Business Day: Any Business Day on which banks are open for dealing in
foreign currency and exchange in London, England and the City of New York.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the aggregate
of the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection with
the liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or Trust Administrator pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including Insurance
Proceeds) in connection with the liquidation of defaulted Mortgage Loans or
property acquired in respect thereof, whether through foreclosure, sale or
otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the numerator of
which is the principal balance of a particular Mortgage Loan at origination and
the denominator of which is the lesser of (x) the appraised value of the related
Mortgaged Property determined in the appraisal used by the originator at the
time of origination of such Mortgage Loan, and (y) if the Mortgage is originated
in connection with a sale of the Mortgaged Property, the sale price for such
Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 4.01(a)(ii).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust Estate,
the assets of which consist of the Mortgage Loans, other than any Fixed Retained
Yield, such amounts as shall from time to time be held in the Certificate
Account (other than any Fixed Retained Yield), the insurance policies, if any,
relating to a Mortgage Loan and property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure.
Master Servicer: Norwest Bank Minnesota, National Association, or its
successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.30.
Mid-Month Receipt Period: With respect to each Distribution Date, the one
month period beginning on the Determination Date occurring in the calendar month
preceding the month in which such Distribution Date occurs and ending on the day
preceding the Determination Date immediately preceding such Distribution Date.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage Loan)
and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Month End Interest: As defined in each Servicing Agreement.
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on Mortgaged Property securing a Mortgage Note together with any Mortgage
Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate at
which interest accrues on the unpaid principal balance thereof as set forth in
the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the Mortgage Note
and/or Mortgage riders required when the Mortgaged Property is a condominium
unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred to the
Trust Administrator on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1, F-2 and F-3, which list may be amended following the
Closing Date upon conveyance of a Substitute Mortgage Loan pursuant to Section
2.02 or 2.03 and which list shall set forth at a minimum the following
information of the close of business on the Cut-Off Date (or, with respect to
Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the Servicing Fee Rate;
(xiv) whether such Mortgage Loan is a T.O.P. Mortgage Loan;
(xv) 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
Trust Administrator on the Closing Date pursuant to Section 2.01 and any
mortgage loans substituted therefor pursuant to Section 2.02 or 2.03, in each
case as from time to time are included in the Trust Estate as identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may include
Co-op Shares.
Mortgagor: The obligor on a Mortgage Note.
Net Foreclosure Profits: As to any Distribution Date, the amount, if any,
by which (i) Aggregate Foreclosure Profits with respect to such Distribution
Date exceed (ii) Liquidated Loan Losses with respect to such Distribution Date.
Net Liquidation Proceeds: As to any Liquidated Loan, Liquidation Proceeds
net of Liquidation Expenses. For all purposes of this Agreement, Net Liquidation
Proceeds shall be allocated first to accrued and unpaid interest on the related
Mortgage Loan and then to the unpaid principal balance thereof.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a rate
equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum
of (a) the Servicing Fee Rate, as set forth in Section 11.29 with respect to
such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth in Section
11.30 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 8.00%.
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 Trust
Administrator, as the case may be, and which the Servicer or the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Master Servicer for
redelivery to the Trust Administrator or, in the case of a Master Servicer or
Trust Administrator determination, an Officer's Certificate of the Master
Servicer or the Trust Administrator delivered to the Trustee, in each case
detailing the reasons for such determination.
Non-Supported Interest Shortfall: With respect to any Distribution Date,
the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance, the Class M Principal Balance and the
Class B Principal Balance, (b) the Class M Certificates according to the
percentage obtained by dividing the Class M Principal Balance by the sum of the
Class A Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance and (c) the Class B Certificates according to the percentage
obtained by dividing the Class B Principal Balance by the sum of the Class A
Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance.
Non-U.S. Person: As defined in Section 4.01(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 or Trust Administrator, as the case may be.
Opinion of Counsel: A written opinion of counsel, who may be outside or
salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee, or acceptable to the
Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to the Class M Certificates or any
Class B Subclass and any Distribution Date, an Optimal Adjustment Event will
occur with respect to such Class or Subclass if: (i) the principal balance of
such Class or Subclass on the Determination Date succeeding such Distribution
Date would have been reduced to zero (regardless of whether such principal
balance was reduced to zero as a result of principal distribution or the
allocation of Realized Losses) and (ii) any Class A Subclass Principal Balance
(other than with respect to the Class A-16 Certificates) or Component Principal
Balance would be subject to further reduction as a result of the third sentence
of the definition of Class A Subclass Principal Balance or Component Principal
Balance or, with respect to any Class B Subclass, the Class 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 (i) the Original
Class A Subclass Principal Balances of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-17, Class
A-R and Class A-LR Certificates and (ii) the Original Component Principal
Balances of the Class A-16 Accretion Directed Component, Class A-16 Accrual
Component, Class A-16 PAC Component and Class A-16 TAC Component, as set forth
in Section 11.09.
Original Class A Subclass Principal Balance: Any of the Original Class A
Subclass Principal Balances as set forth in Section 11.05.
Original Class A-8 Notional Amount: The Original Class A-8 Notional Amount,
as set forth in Section 11.07.
Original Class A-16 IO Component Notional Amount: The Original Class A-16
IO Component Notional Amount, as set forth in Section 11.08.
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 11.20.
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 11.21.
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
11.22.
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 11.23.
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 11.24.
Original Class B-1 Percentage: The Class B-1 Percentage as of the Cut-Off
Date, as set forth in Section 11.14.
Original Class B-2 Percentage: The Class B-2 Percentage as of the Cut-Off
Date, as set forth in Section 11.15.
Original Class B-3 Percentage: The Class B-3 Percentage as of the Cut-Off
Date, as set forth in Section 11.16.
Original Class B-4 Percentage: The Class B-4 Percentage as of the Cut-Off
Date, as set forth in Section 11.17.
Original Class B-5 Percentage: The Class B-5 Percentage as of the Cut-Off
Date, as set forth in Section 11.18.
Original Class B-1 Principal Balance: The Class B-1 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.20.
Original Class B-2 Principal Balance: The Class B-2 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.20.
Original Class B-3 Principal Balance: The Class B-3 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.20.
Original Class B-4 Principal Balance: The Class B-4 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.20.
Original Class B-5 Principal Balance: The Class B-5 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.20.
Original Class M Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the Original Class B Principal Balance by
the sum of the Original Class A Non-PO Principal Balance, the Original Class M
Principal Balance and the Original Class B Principal Balance. The Original Class
M Fractional Interest is specified in Section 11.13.
Original Class M Percentage: The Class M Percentage as of the Cut-Off Date,
as set forth in Section 11.11.
Original Class M Principal Balance: The Class M Principal Balance as of the
Cut-Off Date, as set forth in Section 11.12.
Original Component Principal Balance: Any of the Original Component
Principal Balances, as set forth in Section 11.09.
Original Subordinated Percentage: The Subordinated Percentage as of the
Cut-Off Date, as set forth in Section 11.10.
Original Subordinated Principal Balance: The sum of the Original Class M
Principal Balance and the Original Class B Principal Balance.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the Norwest
Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Mortgage Loan) which was not the subject of a Full Unscheduled Principal
Receipt prior to such Due Date and which was not repurchased by the Seller prior
to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trust Administrator (or
the Custodian, if any) for each Mortgage Loan that contains the documents
specified in the Servicing Agreements under their respective "Owner Mortgage
Loan File" definition or similar definition and/or other provisions requiring
delivery of specified documents to the owner of the Mortgage Loan in connection
with the purchase thereof, and any additional documents required to be added to
the Owner Mortgage Loan File pursuant to this Agreement.
PAC Certificates: Any of the Class A-9 Certificates, Class A-10
Certificates or Class A-11 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 Trust Administrator,
as agent for the Master Servicer, to make distributions to Certificateholders
with respect to the Certificates and to forward to Certificateholders the
periodic and annual statements required by Section 4.04. The Paying Agent may be
any Person directly or indirectly controlling or controlled by or under common
control with the Master Servicer and may be the Trustee or the Trust
Administrator. The initial Paying Agent is appointed in Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate (other than the
Class A-8 Certificates), the undivided percentage interest obtained by dividing
the original principal balance of such Certificate by the aggregate original
principal balance of all Certificates of such Class A Subclass. With respect to
the Class A-8 Certificates, the undivided percentage interest obtained by
dividing the original notional amount of any such Certificate by the Original
Class A-8 Notional Amount. With respect to a Class M Certificate, the undivided
percentage interest obtained by dividing the original principal balance of such
Certificate by the aggregate original principal balance of all Certificates of
such Class. With respect to a Class B Certificate, the undivided percentage
interest obtained by dividing the original principal balance of such Certificate
by the aggregate original principal balance of all Certificates of such Class B
Subclass.
Periodic Advance: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trust Administrator hereunder, the amount of any such
advances being equal to the total of all Monthly Payments (adjusted, in each
case (i) in respect of interest, to the applicable Mortgage Interest Rate less
the applicable Servicing Fee in the case of Periodic Advances made by a Servicer
and to the applicable Net Mortgage Interest Rate in the case of Periodic
Advances made by the Master Servicer or Trust Administrator and (ii) by the
amount of any related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or regulations then
in effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
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
Trust Administrator pursuant to Section 3.03 and (iii) all other amounts
required to be placed in the Certificate Account by the Servicer on or before
the applicable Remittance Date or by the Master Servicer or the Trust
Administrator on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest
and respecting which the Master Servicer or the Trust Administrator
has made one or more unreimbursed Periodic Advances;
(b) the portion of Net Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trust
Administrator;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the 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
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
8.00% or greater.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor payment
consisting of a Principal Prepayment in the amount of the outstanding principal
balance of such loan and resulting in the full satisfaction of such obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount of
interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class M Optimal Principal
Amount, Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount,
Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount or Class
B-5 Optimal Principal Amount is calculated in accordance with the proviso in
such definition with respect to any Distribution Date, the Principal Adjustment
for the Class M Certificates or such Class B Subclass shall equal the difference
between (i) the amount that would have been distributed to such Class or
Subclass as principal in accordance with Section 4.01(a) for such Distribution
Date, calculated without regard to such proviso and assuming there are no
Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal
Balance for such Class or Subclass.
Principal Balance: Each of the Class A Subclass Principal Balances, the
Class M Principal Balance, the Class B-1 Principal Balance, the Class B-2
Principal Balance, the Class B-3 Principal Balance, the Class B-4 Principal
Balance and the Class B-5 Principal Balance.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which is
received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F of the Code.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit rating agency,
or its successor, that rated one or more Classes of the Certificates at the
request of the Seller at the time of the initial issuance of the Certificates.
The Rating Agencies for the Class A Certificates and Class M Certificates are
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, the Trust Administrator 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.
Rate Determination Date: As to any Distribution Date, the second LIBOR
Business Day preceding the Distribution Date in the month preceding the month in
which such Distribution Date occurs.
Realized Losses: With respect to any Distribution Date, (i) Liquidated Loan
Losses (including Special Hazard Losses and Fraud Losses) and (ii) Bankruptcy
Losses incurred in the month preceding the month of such Distribution Date.
Record Date: The last Business Day of the month preceding the month of the
related Distribution Date.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D.
REMIC Provisions: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations promulgated thereunder,
as the foregoing are in effect (or, with respect to proposed regulations, are
proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan and as
to which the indebtedness evidenced by the related Mortgage Note is discharged
and the related Mortgaged Property is held as part of the Trust Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee or the Trust
Administrator, the Chairman or Vice-Chairman of the Board of Directors or
Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator, as the case may be, customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933, as
amended.
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 BankAmerica Mortgage, Cimarron Mortgage Company,
Citicorp Mortgage, Inc., Countrywide Home Loans, Inc., First Bank National
Association, First Union Mortgage Corporation, HomeSide Lending, National City
Mortgage Company, Norwest Mortgage Inc. and SunTrust Mortgage Inc. as Servicer
under the related Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its Servicing
Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.29.
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 11.28.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (a) any loss covered
by a hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of the
Trustee the Trust Administrator or the Servicer or any of their
agents or employees; or
(3) errors in design, faulty workmanship or faulty materials, unless
the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount equal to
$4,150,622.34 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
and (ii) the Special Hazard Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-Off Date, the Special
Hazard Adjustment Amount shall be calculated and shall be equal to the amount,
if any, by which the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Special Hazard Adjustment Amount
for such anniversary) exceeds the greater of (A) the product of the Special
Hazard Percentage for such anniversary multiplied by the outstanding principal
balance of all the Mortgage Loans on the Distribution Date immediately preceding
such anniversary, (B) twice the outstanding principal balance of the Mortgage
Loan in the Trust Estate which has the largest outstanding principal balance on
the Distribution Date immediately preceding such anniversary and (C) that which
is necessary to maintain the original ratings on the Certificates, other than
the Class B Certificates, as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trust Administrator. On and or
after the Cross-Over Date, the Special Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subclass: Each subdivision of the Class A Certificates, denominated
respectively as Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-R and Class A-LR
and each subdivision of the Class B Certificates, denominated respectively as
Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5.
Subordinated Percentage: As to any Distribution Date, the percentage which
is the difference between 100% and the Class A Percentage for such date.
Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
TAC Principal Amount: As defined in Section 4.01(b).
T.O.P. Mortgage Loan: Any Mortgage Loan that was originated by Norwest
Mortgage or an affiliate thereof in connection with the "Title Option Plus"
program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
Trust Administrator: First Union National Bank of North Carolina, a
national banking association, or any successor trust administrator appointed as
herein provided.
Trust Estate: The corpus of the trust created by this Agreement, consisting
of the Mortgage Loans (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 Trust Administrator, on behalf of the
Trustee to receive the proceeds of all insurance policies and performance bonds,
if any, required to be maintained hereunder or under the related Servicing
Agreement, property which secured a Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure.
Trustee: Firstar Trust Company, or any successor trustee appointed as
herein provided.
Uncertificated Lower-Tier Interests: Any of the Class A-L1, Class A-L2,
Class A-L3, Class A-L4, Class A-L5, Class A-L6, Class A-L7, Class A-L9, Class
A-L13, Class A-L16, Class A-LPO, Class A-LUR, Class M-L, Class B-L1, Class B-L2,
Class B-L3, Class B-L4 and Class B-L5 Interests.
Unpaid Interest Shortfalls: Each of the Class A Subclass Unpaid Interest
Shortfalls, the Class M Unpaid Interest Shortfall, the Class B-1 Unpaid Interest
Shortfall, the Class B-2 Unpaid Interest Shortfall, the Class B-3 Unpaid
Interest Shortfall, the Class B-4 Unpaid Interest Shortfall and the Class B-5
Unpaid Interest Shortfall.
Unscheduled Principal Amount: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(ii) and y(iii) of the definition
of Class A Non-PO Optimal Principal Amount, but without that amount being
multiplied by the Class A Prepayment Percentage.
Unscheduled Principal Receipt: Any Mortgagor payment or other recovery of
principal on a Mortgage Loan which is received in advance of its Due Date and is
not accompanied by an amount representing scheduled interest for any period
subsequent to the date of prepayment, including, without limitation, Principal
Prepayments, Liquidation Proceeds, Net REO Proceeds and proceeds received from
any condemnation award or proceeds in lieu of condemnation other than that
portion of such proceeds released to the Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing Practices and excluding any Net Foreclosure
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt Period or
a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other than the
Class A-LR Certificate), the Class M Certificates and the Class B Certificates.
Upper-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the Trust
Estate, the assets of which consist of the Uncertificated Lower-Tier Interests
and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
Voting Interest: With respect to any provisions hereof providing for the
action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, (a) the Holders of the Class A
Certificates will collectively be entitled to the Class A Voting Interest, (b)
the Holders of the Class M Certificates will collectively be entitled to the
then applicable percentage of the aggregate Voting Interest represented by all
Certificates equal to the product of (i) the ratio obtained by dividing the
Class M Principal Balance by the sum of the Class A Non-PO Principal Balance,
the Class M Principal Balance and the Class B Principal Balance and (ii) the
Non-PO Voting Interest and (c) the Holders of the Class B Certificates will
collectively be entitled to the balance of the aggregate Voting Interest
represented by all Series 1996-5 Certificates. The aggregate Voting Interests of
each Subclass of Class A Certificates (other than the Class A-8 Certificates) on
any date will be equal to the product of (a) 99% of the Class A Voting Interest
represented by clause (A) of the definition thereof and (b) the fraction
obtained by dividing the Class A Subclass Principal Balance of such Class A
Subclass less, in the case of the Class A-16 Certificates, the Component
Principal Balance of the Class A-16 PO Component on such date, by the Class A
Non-PO Principal Balance on such date. The aggregate Voting Interest of the
Class A-8 Certificates on any date will be equal to 1% of the Class A Voting
Interest represented by clause (A). In addition to the Voting Interest of the
Class A-16 Certificates determined in accordance with the second preceding
sentence, the Class A-16 Certificates will be entitled to the Class A Voting
Interest represented by clause (B) of the definition thereof. The aggregate
Voting Interests of each Subclass of Class B Certificates will equal such
Subclass's pro rata portion of the Voting Interest allocated to the Class B
Certificates based on such Subclass's outstanding principal balance. Each
Certificateholder of a Class or Subclass will have a Voting Interest equal to
the product of the Voting Interest to which such Class or Subclass is
collectively entitled and the Percentage Interest in such Class or Subclass
represented by such Holder's Certificates. With respect to any provisions hereof
providing for action, consent or approval of each Class or Subclass of
Certificates or specified Classes or Subclasses of Certificates, each
Certificateholder of a Class or Subclass will have a Voting Interest in such
Class or Subclass equal to such Holder's Percentage Interest in such Class or
Subclass.
Weighted Average Net Mortgage Interest Rate: As to any Distribution Date, a
rate per annum equal to the average, expressed as a percentage of the Net
Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
Section 1.02. Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and
the Trust Administrator. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee and the Trust Administrator, if
made in the manner provided in this Section 1.02. The Trustee shall promptly
notify the Master Servicer in writing of the receipt of any such instrument or
writing.
(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. When such execution is by
a signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the individual executing the same, may also be proved in any
other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee, the Trust Administrator and the
Authenticating Agent) shall be proved by the Certificate Register, and neither
the Trustee, the Trust Administrator, the Seller nor the Master Servicer shall
be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver
or other action of the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Trust Administrator, the Seller or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.
Section 1.03. Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
Section 1.04. Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or implied, shall
give to any Person, other than the parties to this Agreement and their
successors hereunder, the Holders of the Certificates any benefit or any legal
or equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
The Seller, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee, without recourse all the right, title and interest
of the Seller in and to (a) the Trust Estate, including all interest (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 Trust Administrator, as
initial custodian, on or before the Closing Date, an Owner Mortgage Loan File.
If any Mortgage or an assignment of a Mortgage to the Trust Administrator or any
prior assignment is in the process of being recorded on the Closing Date, the
Seller shall deliver a copy thereof, certified by Norwest Mortgage or the
applicable Norwest Mortgage Correspondent to be a true and complete copy of the
document sent for recording, and the Seller shall use its best efforts to cause
each such original recorded document or certified copy thereof to be delivered
to the Trust Administrator promptly following its recordation. The Seller shall
also cause to be delivered to the Trust Administrator any other original
mortgage loan document to be included in the Owner Mortgage Loan File if a copy
thereof has been delivered.
In lieu of recording an assignment of any Mortgage the Seller may, to the
extent set forth in any Servicing Agreement, deliver or cause to be delivered to
the Trust Administrator the assignment of the Mortgage Loan from the Seller to
the Trust Administrator in a form suitable for recordation, together with an
Opinion of Counsel (of which S&P will be an addressee or with respect to which
S&P shall be delivered a reliance letter) to the effect that recording is not
required to protect the Trustee's right, title and interest in and to the
related Mortgage Loan or, in case a court should recharacterize the sale of the
Mortgage Loans as a financing, to perfect a first priority security interest in
favor of the Trustee in the related Mortgage Loan. In the event that the Master
Servicer receives notice that recording is required to protect the right, title
and interest of the Trustee in and to any such Mortgage Loan for which
recordation of an assignment has not previously been required, the Master
Servicer shall promptly notify the Trust Administrator and the Trust
Administrator shall within five Business Days (or such other reasonable period
of time mutually agreed upon by the Master Servicer and the Trust Administrator)
of its receipt of such notice deliver each previously unrecorded assignment to
the related Servicer for recordation.
Section 2.02. Acceptance by Trust Administrator.
The Trust Administrator on behalf of 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 Trust Administrator
agrees, for the benefit of Certificateholders, to review each Owner Mortgage
Loan File within 45 days after execution of this Agreement in order to ascertain
that all required documents set forth in Section 2.01 have been executed and
received and appear regular on their face, and that such documents relate to the
Mortgage Loans identified in the Mortgage Loan Schedule, and in so doing the
Trust Administrator may rely on the purported due execution and genuineness of
any such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trust Administrator finds any document
constituting a part of an Owner Mortgage Loan File not to have been executed or
received or to be unrelated to the Mortgage Loans identified in the Mortgage
Loan Schedule or not to appear regular on its face, the Trust Administrator
shall promptly (and in no event more than 30 days after the discovery of such
defect) notify the Seller, which shall have a period of 60 days after the date
of such notice within which to correct or cure any such defect. The Seller
hereby covenants and agrees that, if any material defect is not so corrected or
cured, the Seller will, not later than 60 days after the Trust Administrator's
notice to it referred to above respecting such defect, either (i) repurchase the
related Mortgage Loan or any property acquired in respect thereof from the Trust
Estate at a price equal to (a) 100% of the unpaid principal balance of such
Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate 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
Trust Administrator and the Substitution Principal Amount, together with (i)
interest on such Substitution Principal Amount at the applicable Net Mortgage
Interest Rate to the following Due Date of such Mortgage Loan which is being
substituted for and (ii) an amount equal to the aggregate amount of unreimbursed
Periodic Advances in respect of interest previously made by the Servicer, Master
Servicer or Trust Administrator with respect to such Mortgage Loan, shall be
deposited in the Certificate Account. The Monthly Payment on the Substitute
Mortgage Loan for the Due Date in the month of substitution shall not be part of
the Trust Estate. Upon receipt by the Trust Administrator of written
notification of any such deposit signed by an officer of the Seller, or the new
Owner Mortgage Loan File, as the case may be, the Trust Administrator shall
release to the Seller the related Owner Mortgage Loan File and shall execute and
deliver such instrument of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Seller legal and beneficial
ownership of such substituted or repurchased Mortgage Loan or property. It is
understood and agreed that the obligation of the Seller to substitute a new
Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a
material defect in a constituent document exists shall constitute the sole
remedy respecting such defect available to the Certificateholders, the Trust
Administrator on behalf of the Trustee and the Trustee on behalf of the
Certificateholders. The failure of the 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 Trust Administrator may, concurrently with the execution and delivery
hereof or at any time thereafter, enter into a Custodial Agreement substantially
in the form of Exhibit E hereto pursuant to which the Trust Administrator
appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments
and other documents related to the Mortgage Loans received by the Trust
Administrator, as agent for the Trustee in trust for the benefit of all present
and future Certificateholders, which may provide, among other things, that the
Custodian shall conduct the review of such documents required under the first
paragraph of this Section 2.02.
Section 2.03. Representations and Warranties of the Master Servicer and the
Seller.
(a) The Master Servicer hereby represents and warrants to the Trustee and
the Trust Administrator for the benefit of Certificateholders that, as of the
date of execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the breach
of, any material contract, agreement or other instrument to which the
Master Servicer is a party or which may be applicable to the Servicer or
any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Trust Administrator and the Seller,
constitutes a valid, legal and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its properties
or might have consequences that would affect its performance hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee and the Trust
Administrator for the benefit of Certificateholders that, as of the date of
execution of this Agreement, with respect to the Mortgage Loans, or each
Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule was
true and correct in all material respects at the date or dates
respecting which such information is furnished as specified in the
Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated herein, the Seller was the sole owner and holder of the
Mortgage Loan free and clear of any and all liens, pledges, charges or
security interests of any nature and has full right and authority to
sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first
lien on the property therein described, and the Mortgaged Property is
free and clear of all encumbrances and liens having priority over the
first lien of the Mortgage except for liens for real estate taxes and
special assessments not yet due and payable and liens or interests
arising under or as a result of any federal, state or local law,
regulation or ordinance relating to hazardous wastes or hazardous
substances, and, if the related Mortgaged Property is a condominium
unit, any lien for common charges permitted by statute or homeowners
association fees; and if the Mortgaged Property consists of shares of
a cooperative housing corporation, any lien for amounts due to the
cooperative housing corporation for unpaid assessments or charges or
any lien of any assignment of rents or maintenance expenses secured by
the real property owned by the cooperative housing corporation; and
any security agreement, chattel mortgage or equivalent document
related to, and delivered to the Trust Administrator or to the
Custodian with, any Mortgage establishes in the Seller a valid and
subsisting first lien on the property described therein and the Seller
has full right to sell and assign the same to the Trust Administrator
on behalf of the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or
the related Mortgage Note has modified the Mortgage or the related
Mortgage Note in any material respect, satisfied, canceled or
subordinated the Mortgage in whole or in part, released the Mortgaged
Property in whole or in part from the lien of the Mortgage, or
executed any instrument of release, cancellation, modification or
satisfaction, except in each case as is reflected in an agreement
delivered to the Trust Administrator or the Custodian pursuant to
Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and
owing have been paid, or an escrow of funds has been established, to
the extent permitted by law, in an amount sufficient to pay for every
such item which remains unpaid; and the Seller has not advanced funds,
or received any advance of funds by a party other than the Mortgagor,
directly or indirectly (except pursuant to any Subsidy Loan
arrangement) for the payment of any amount required by the Mortgage,
except for interest accruing from the date of the Mortgage Note or
date of disbursement of the Mortgage Loan proceeds, whichever is
later, to the day which precedes by thirty days the first Due Date
under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake, earth movement other than earthquake, windstorm, flood,
tornado or similar casualty (excluding casualty from the presence of
hazardous wastes or hazardous substances, as to which the Seller makes
no representations), so as to affect adversely the value of the
Mortgaged Property as security for the Mortgage Loan or the use for
which the premises were intended and to the best of the Seller's
knowledge, there is no proceeding pending or threatened for the total
or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics'
and materialmen's liens or liens in the nature thereof; provided,
however, that this warranty shall be deemed not to have been made at
the time of the initial issuance of the Certificates if a title policy
affording, in substance, the same protection afforded by this warranty
is furnished to the Trust Administrator by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares, the
Mortgaged Property consists of a fee simple estate in real property;
all of the improvements which are included for the purpose of
determining the appraised value of the Mortgaged Property lie wholly
within the boundaries and building restriction lines of such property
and no improvements on adjoining properties encroach upon the
Mortgaged Property (unless insured against under the related title
insurance policy); and to the best of the Seller's knowledge, the
Mortgaged Property and all improvements thereon comply with all
requirements of any applicable zoning and subdivision laws and
ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state
or federal laws, regulations and other requirements, pertaining to
usury, and the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections,
licenses and certificates required to be made or issued with respect
to all occupied portions of the Mortgaged Property and, with respect
to the use and occupancy of the same, including, but not limited to,
certificates of occupancy and fire underwriting certificates, have
been made or obtained from the appropriate authorities;
(xi) All payments required to be made up to the Due Date
immediately preceding the Cut-Off Date for such Mortgage Loan under
the terms of the related Mortgage Note have been made and no Mortgage
Loan had more than one delinquency in the 12 months preceding the
Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other
agreements executed in connection therewith are genuine, and each is
the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally
and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law); and,
to the best of the Seller's knowledge, all parties to the Mortgage
Note and the Mortgage had legal capacity to execute the Mortgage Note
and the Mortgage and each Mortgage Note and Mortgage has been duly and
properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local
law with respect to the origination of the Mortgage Loans including,
without limitation, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or
disclosure laws applicable to the Mortgage Loans have been complied
with;
(xiv) The proceeds of the Mortgage Loans have been fully
disbursed, there is no requirement for future advances thereunder and
any and all requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor have
been complied with (except for escrow funds for exterior items which
could not be completed due to weather); and all costs, fees and
expenses incurred in making, closing or recording the Mortgage Loan
have been paid, except recording fees with respect to Mortgages not
recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan identified on
the Mortgage Loan Schedule as a T.O.P. Mortgage Loan and any Mortgage
Loan secured by Mortgaged Property located in Iowa, as to which an
opinion of counsel of the type customarily rendered in such State in
lieu of title insurance is instead received) is covered by an American
Land Title Association mortgagee title insurance policy or other
generally acceptable form of policy or insurance acceptable to FNMA or
FHLMC, issued by a title insurer acceptable to FNMA or FHLMC insuring
the originator, its successors and assigns, as to the first priority
lien of the Mortgage in the original principal amount of the Mortgage
Loan and subject only to (A) the lien of current real property taxes
and assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public
record as of the date of recording of such Mortgage acceptable to
mortgage lending institutions in the area in which the Mortgaged
Property is located or specifically referred to in the appraisal
performed in connection with the origination of the related Mortgage
Loan, (C) liens created pursuant to any federal, state or local law,
regulation or ordinance affording liens for the costs of clean-up of
hazardous substances or hazardous wastes or for other environmental
protection purposes and (D) such other matters to which like
properties are commonly subject which do not individually, or in the
aggregate, materially interfere with the benefits of the security
intended to be provided by the Mortgage; the Seller is the sole
insured of such mortgagee title insurance policy, the assignment to
the Trust Administrator of the Seller's interest in such mortgagee
title insurance policy does not require any consent of or notification
to the insurer which has not been obtained or made, such mortgagee
title insurance policy is in full force and effect and will be in full
force and effect and inure to the benefit of the Trust Administrator
on behalf of the Trustee, no claims have been made under such
mortgagee title insurance policy, and no prior holder of the related
Mortgage, including the Seller, has done, by act or omission, anything
which would impair the coverage of such mortgagee title insurance
policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured by an insurer acceptable to FNMA or FHLMC against loss by fire
and such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100% of
the insurable value of the Mortgaged Property and the outstanding
principal balance of the Mortgage Loan, but in no event less than the
minimum amount necessary to fully compensate for any damage or loss on
a replacement cost basis; if the Mortgaged Property is a condominium
unit, it is included under the coverage afforded by a blanket policy
for the project; if upon origination of the Mortgage Loan, the
improvements on the Mortgaged Property were in an area identified in
the Federal Register by the Federal Emergency Management Agency as
having special flood hazards, a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance
carrier, in an amount representing coverage not less than the least of
(A) the outstanding principal balance of the Mortgage Loan, (B) the
full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the Flood Disaster
Protection Act of 1973; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no
default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the
passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of
acceleration; the Seller has not waived any default, breach, violation
or event of acceleration; and no foreclosure action is currently
threatened or has been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note
or Mortgage, or the exercise of any right thereunder, render the
Mortgage Note or Mortgage unenforceable, in whole or in part, or
subject it to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, and no such right of
rescission, set-off, counterclaim or defense has been asserted with
respect thereto;
(xix) Each Mortgage Note is payable in monthly payments,
resulting in complete amortization of the Mortgage Loan over a term of
not more than 360 months;
(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof
adequate for the realization against the Mortgaged Property of the
benefits of the security, including realization by judicial
foreclosure (subject to any limitation arising from any bankruptcy,
insolvency or other law for the relief of debtors), and there is no
homestead or other exemption available to the Mortgagor which would
interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States
and consists of a one- to four-unit residential property, which may
include a detached home, townhouse, condominium unit or a unit in a
planned unit development or, in the case of Mortgage Loans secured by
Co-op Shares, leases or occupancy agreements; and
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G of the Code.
Notwithstanding the foregoing, no representations or warranties are made by
the Seller as to the absence or effect of hazardous wastes or hazardous
substances on any of the Mortgaged Properties or on the lien of any Mortgage. In
addition, no representations or warranties are made by the Seller with respect
to the absence or effect of fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator and shall inure to the benefit of
the Trust Administrator, on behalf of the Trustee notwithstanding any
restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the Trustee,
the Trust Administrator or the Custodian that any of the representations and
warranties made in subsection (b) above is not accurate (referred to herein as a
"breach") and that such breach materially and adversely affects the interests of
the Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust
Administrator at a price equal to (A) 100% of the unpaid principal balance of
such Mortgage Loan plus (B) accrued interest at the Net Mortgage Interest Rate
for such Mortgage Loan through the last day of the month in which such
repurchase took place or (ii) if within two years of the Startup Day, or such
other period permitted by the REMIC Provisions, substitute for such Mortgage
Loan in the manner described in Section 2.02. The purchase price of any
repurchase described in this paragraph and the Substitution Principal Amount, if
any, plus accrued interest thereon and the other amounts referred to in Section
2.02, shall be deposited in the Certificate Account. It is understood and agreed
that the obligation of the Seller to repurchase or substitute for any Mortgage
Loan or property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, the Trust Administrator on behalf of the Trustee or the
Trustee on behalf of Certificateholders, and such obligation shall survive until
termination of the Trust Estate hereunder.
Section 2.04. Execution and Delivery of Certificates.
The Trust Administrator acknowledges the assignment to it of the Mortgage
Loans and the delivery of the Owner Mortgage Loan Files to it, and, concurrently
with such delivery, (i) acknowledges the issuance of and hereby declares that it
holds the Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC
and Certificateholders and (ii) has executed and delivered to or upon the order
of the Seller, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate", receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
Section 2.05. Designation of Certificates; Designation of Startup Day and Latest
Possible Maturity Date.
The Seller hereby designates the Subclasses of Class A Certificates (other
than the Class A-16, Class A-R and Class A-LR Certificates), the Class M
Certificates, the Subclasses of Class B Certificates, and each Component of the
Class A-16 Certificates as classes of "regular interests" and the Class A-R
Certificate as the single class of "residual interest" in the Upper-Tier REMIC
for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The
Seller hereby further designates the Class AL-1 Interest, Class A-L2 Interest,
Class A-L3 Interest, Class A-L4 Interest, Class A-L5 Interest, Class A-L6
Interest, Class A-L7 Interest, Class A-L9 Interest, Class A-L13 Interest, Class
A-L16 Interest, Class A-LPO Interest, Class A-LUR Interest, Class B-L1 Interest,
Class B-L2 Interest, Class B-L3 Interest, Class B-L4 Interest, Class B-L5
Interest and Class M-L Interest as classes of "regular interests" and the Class
A-LR Certificate as the single class of "residual interest" in the Lower-Tier
REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.
The Closing Date is hereby designated as the "Startup Day" of the REMIC within
the meaning of Code Section 860G(a)(9). The "latest possible maturity date" of
the regular interests in the Upper-Tier REMIC and Lower-Tier REMIC is November
25, 2026 for purposes of Code Section 860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01. Certificate Account.
(a) The Master Servicer shall establish and maintain a Certificate Account
for the deposit of funds received by the Master Servicer with respect to the
Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account on the
day of receipt thereof all amounts received by it from any Servicer pursuant to
any of the Servicing Agreements, and shall, in addition, deposit into the
Certificate Account the following amounts, in the case of amounts specified in
clause (i), not later than the Distribution Date on which such amounts are
required to be distributed to Certificateholders and, in the case of the amounts
specified in clause (ii), not later than the Business Day next following the day
of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the
Master Servicer or the Trust Administrator, if any; and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the
Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor
or, where applicable, any Substitution Principal Amount and any
amounts received in respect of the interest portion of unreimbursed
Periodic Advances.
(c) The Master Servicer shall cause the funds in the Certificate Account to
be invested in Eligible Investments. No such Eligible Investments will be sold
or disposed of at a gain prior to maturity unless the Master Servicer has
received an Opinion of Counsel or other evidence satisfactory to it that such
sale or disposition will not cause the Trust Estate to be subject to Prohibited
Transactions Tax, otherwise subject the Trust Estate to tax, or cause either of
the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC while
any Certificates are outstanding. Any amounts deposited in the Certificate
Account prior to the Distribution Date shall be invested for the account of the
Master Servicer and any investment income thereon shall be additional
compensation to the Master Servicer for services rendered under this Agreement.
The amount of any losses incurred in respect of any such investments shall be
deposited in the Certificate Account by the Master Servicer out of its own funds
immediately as realized.
Section 3.02. Permitted Withdrawals from the Certificate Account.
(a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for the following purposes (limited, in the case of Servicer
reimbursements, to cases where funds in the respective Custodial P&I Account are
not sufficient therefor):
(i) to reimburse the Master Servicer, the Trust Administrator or
any Servicer for Periodic Advances made by the Master Servicer or the
Trust Administrator pursuant to Section 3.03(a) or any Servicer
pursuant to any Servicing Agreement with respect to previous
Distribution Dates, such right to reimbursement pursuant to this
subclause (i) being limited to amounts received on or in respect of
particular Mortgage Loans (including, for this purpose, Liquidation
Proceeds, REO Proceeds and proceeds from the purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Sections
2.02, 2.03, 3.08 or 9.01) respecting which any such Periodic Advance
was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trust
Administrator for any Periodic Advances determined in good faith to
have become Nonrecoverable Advances 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 Trust
Administrator (or, in certain cases, the Seller) for expenses incurred
by it (including taxes paid on behalf of the Trust Estate) and
recoverable by or reimbursable to it pursuant to Section 3.03(c),
3.03(d) or 6.03 or the second sentence of Section 8.14(a) or pursuant
to such Servicer's Servicing Agreement, provided such expenses are
"unanticipated" within the meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02 or 2.03 or auctioned
pursuant to Section 3.08 or to pay to the Master Servicer with respect
to each Mortgage Loan or property acquired in respect thereof that has
been purchased pursuant to Section 3.08 or 9.01, all amounts received
thereon and not required to be distributed as of the date on which the
related repurchase or purchase price or Scheduled Principal Balance
was determined;
(vii) to remit funds to the Paying Agent in the amounts and in
the manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of Net
Liquidation Proceeds allocable to interest the amount of any unpaid
Master Servicing Fee or Servicing Fee (as adjusted pursuant to such
Servicer's Servicing Agreement) and any unpaid assumption fees, late
payment charges or other Mortgagor charges on the related Mortgage
Loan;
(x) to withdraw from the Certificate Account any amount deposited
in the Certificate Account that was not required to be deposited
therein;
(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 Trust Administrator.
(a) In the event an Other Servicer fails to make any required Periodic
Advances of principal and interest on a Mortgage Loan as required by the related
Other Servicing Agreement prior to the Distribution Date occurring in the month
during which such Periodic Advance is due, the Master Servicer shall make
Periodic Advances to the extent provided hereby. In the event Norwest Mortgage
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trust Administrator shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby, provided that the Trust
Administrator has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trust Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of Norwest Mortgage or such Other Servicer, as the
case may be, (ii) the amount actually advanced, (iii) the amount that the Trust
Administrator or Master Servicer is required to advance hereunder and (iv)
whether the Master Servicer has determined that it reasonably believes that such
Periodic Advance is a Nonrecoverable Advance. Amounts advanced by the Trust
Administrator or Master Servicer shall be deposited in the Certificate Account
on the related Distribution Date. Notwithstanding the foregoing, neither the
Master Servicer nor the Trust Administrator will be obligated to make a Periodic
Advance that it reasonably believes to be a Nonrecoverable Advance. The Trust
Administrator may conclusively rely for any determination to be made by it
hereunder upon the determination of the Master Servicer as set forth in its
certificate.
(b) To the extent an Other Servicer fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the related Other Servicing Agreement, the Master Servicer shall, if
the Master Servicer knows of such failure of the Servicer, advance such funds
and take such steps as are necessary to pay such taxes or insurance premiums. To
the extent Norwest Mortgage fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the
Norwest Servicing Agreement, the Master Servicer shall, if the Master Servicer
knows of such failure of Norwest Mortgage, certify to the Trust Administrator
that such failure has occurred. Upon receipt of such certification, the Trust
Administrator shall advance such funds and take such steps as are necessary to
pay such taxes or insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each be entitled
to be reimbursed from the Certificate Account for any Periodic Advance made by
it under Section 3.03(a) to the extent described in Section 3.02(a)(i) and
(a)(ii). The Master Servicer and the Trust Administrator shall be entitled to be
reimbursed pursuant to Section 3.02(a)(v) for any advance by it pursuant to
Section 3.03(b). The Master Servicer shall diligently pursue restoration of such
amount to the Certificate Account from the related Servicer. The Master Servicer
shall, to the extent it has not already done so, upon the request of the Trust
Administrator, withdraw from the Certificate Account and remit to the Trust
Administrator any amounts to which the Trust Administrator is entitled as
reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trust Administrator shall be required to pay or advance any
amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
Section 3.04. Trust Administrator to Cooperate; Release of Owner Mortgage Loan
Files.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trust Administrator that all amounts required to be
remitted to the Certificate Account in connection with such Mortgage Loan have
been so deposited, and shall deliver such Request for Release to the Trust
Administrator. The Trust Administrator shall, within five Business Days of its
receipt of such a Request for Release, release the related Owner Mortgage Loan
File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or foreclosure of
any Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer a Request for Release. Upon the Master Servicer's receipt of any such
Request for Release, the Master Servicer shall promptly forward such request to
the Trust Administrator and the Trust Administrator shall, within five Business
Days, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. Any such Request for Release
shall obligate the Master Servicer or such Servicer, as the case may be, to
return each and every document previously requested from the Owner Mortgage Loan
File to the Trust Administrator by the twenty-first day following the release
thereof, unless (i) the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Certificate
Account or (ii) the Owner Mortgage Loan File or such document has been delivered
to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the Servicer of such
Mortgage Loan, the Trust Administrator shall execute and deliver to the Master
Servicer or such Servicer, as directed by the Master Servicer, court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Each such certification shall include a request that such pleadings or
documents be executed by the Trust Administrator and a statement as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trust Administrator will not invalidate or otherwise
affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure proceeding or trustee's sale.
Section 3.05. Reports to the Trustee and Trust Administrator; Annual Compliance
Statements.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee and the Trust Administrator a statement
setting forth the status of the Certificate Account as of the close of business
on such Distribution Date stating that all distributions required to be made by
the Master Servicer under this Agreement have been made (or, if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such account for each
category of deposit and withdrawal specified in Sections 3.01 and 3.02. Such
statement may be in the form of the then current FNMA monthly accounting report
for its Guaranteed Mortgage Pass-Through Program with appropriate additions and
changes, and shall also include information as to the aggregate unpaid principal
balance of all of the Mortgage Loans as of the close of business as of the last
day of the calendar month immediately preceding such Distribution Date. Copies
of such statement shall be provided by the Trust Administrator to any
Certificateholder upon written request, provided such statement is delivered, or
caused to be delivered, by the Master Servicer to the Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the Trust
Administrator on or before April 30 of each year, a certificate signed by an
officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received from each Servicer any
financial statements, officer's certificates, accountant's statements or other
information required to be provided to the Master Servicer pursuant to the
related Servicing Agreement and (B) to the best of such officer's knowledge,
based on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such officer and the nature
and status thereof. Copies of such officers' certificate shall be provided by
the Trust Administrator to any Certificateholder upon written request provided
such certificate is delivered, or caused to be delivered, by the Master Servicer
to the Trust Administrator.
Section 3.06. Title, Management and Disposition of Any REO Mortgage Loan.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trust Administrator shall, at
the written request of the Master Servicer and upon being supported with
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such sale or auction into the Certificate
Account, release or cause to be released to the entity identified by the Master
Servicer the related Owner Mortgage Loan File and Servicer Mortgage Loan File
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the auction
purchaser title to the REO Mortgage Loan and the Trust Administrator shall have
no further responsibility with regard to such Owner Mortgage Loan File or
Servicer Mortgage Loan File. Neither the Trust Administrator, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
Section 3.07. Amendments to Servicing Agreements, Modification of Standard
Provisions.
(a) Subject to the prior written consent of the Trustee and the Trust
Administrator pursuant to Section 3.07(b), the Master Servicer from time to time
may, to the extent permitted by the applicable Servicing Agreement, make such
modifications and amendments to such Servicing Agreement as the Master Servicer
deems necessary or appropriate to confirm or carry out more fully the intent and
purpose of such Servicing Agreement and the duties, responsibilities and
obligations to be performed by the Servicer thereunder. Such modifications may
only be made if they are consistent with the REMIC Provisions, as evidenced by
an Opinion of Counsel. Prior to the issuance of any modification or amendment,
the Master Servicer shall deliver to the Trustee and the Trust Administrator
such Opinion of Counsel and an Officer's Certificate setting forth (i) the
provision that is to be modified or amended, (ii) the modification or amendment
that the Master Servicer desires to issue and (iii) the reason or reasons for
such proposed amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to any amendment
or supplement to a Servicing Agreement proposed by the Master Servicer pursuant
to Section 3.07(a), which consent and amendment shall not require the consent of
any Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through various means, including the
delivery to the Trustee and the Trust Administrator of (i) an Opinion of Counsel
to such effect or (ii) written notification from each Rating Agency to the
effect that such amendment or supplement will not result in reduction of the
current rating assigned by that Rating Agency to the Certificates.
Notwithstanding the two immediately preceding sentences, either the Trustee or
the Trust Administrator may, in its discretion, decline to enter into or consent
to any such supplement or amendment if its own rights, duties or immunities
shall be adversely affected.
(c)(i) Notwithstanding anything to the contrary in this Section 3.07, the
Master Servicer from time to time may, without the consent of any
Certificateholder, the Trustee or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the Norwest Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into an
amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
Section 3.08. Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the servicing of
the Mortgage Loans by each Servicer and the performance by each Servicer of all
services, duties, responsibilities and obligations that are to be observed or
performed by the Servicer under its respective Servicing Agreement. In
performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices and with the Trustee's, the
Trust Administrator's and the Certificateholders' reliance on the Master
Servicer, and in a manner consistent with the terms and provisions of any
insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the Upper-Tier REMIC or the
Lower-Tier REMIC of REMIC status for federal income tax purposes or (iii) the
imposition of any Prohibited Transaction Tax or any federal taxes on either the
Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The Master Servicer
shall have full power and authority in its sole discretion to take any action
with respect to the Trust Estate as may be necessary or advisable to avoid the
circumstances specified including clause (ii) or (iii) of the preceding
sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the Trust Administrator or the Master Servicer, such
modification shall be construed as a substitution of the modified Mortgage Loan
for the Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trust Administrator an Opinion of Counsel (at the expense of
the party seeking to modify the Mortgage Loan) to the effect that such
modification would not be treated as giving rise to a new debt instrument for
federal income tax purposes.
During the term of this Agreement, the Master Servicer shall consult fully
with each Servicer as may be necessary from time to time to perform and carry
out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the Trust
Administrator under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the
Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trust Administrator on behalf of the Trustee shall
furnish the Master Servicer or its subcontractors with any powers of attorney
and such other documents as may be necessary or appropriate to enable the Master
Servicer to carry out its administrative duties hereunder.
The Seller shall be entitled, at its option, to repurchase any defaulted
Mortgage Loan or any Mortgage Loan as to which default is reasonably foreseeable
from the Trust Estate if, in the Seller's judgment, the default is not likely to
be cured by the Mortgagor; provided, however, that the Cut-Off Date Principal
Balances of the Mortgage Loans repurchased pursuant to this provision shall not
exceed 2.5% of the Cut-Off Date Aggregate Principal Balance of the Mortgage
Loans. The purchase price for any such Mortgage Loan shall be 100% of the unpaid
principal balance of such Mortgage Loan plus accrued interest thereon at the
Mortgage Interest Rate, 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 Trust
Administrator the certification required by Section 3.04 and the Trust
Administrator and the Custodian, if any, shall promptly release to the Seller
the Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trust Administrator shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Administrator, shall provide financing from the Trust Estate to any
purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, shall, pursuant
to the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the Upper-Tier REMIC or
Lower-Tier REMIC.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class B Subclass or a
holder of a class of securities representing interests in the Class B
Certificates and/or other subordinated mortgage pass-through certificates, such
agreement to be substantially in the form of Exhibit M hereto or subject to each
Rating Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into of such agreement would not be qualified,
downgraded or withdrawn and the Certificates would not be placed on credit
review status (except for possible upgrading) as a result of such agreement. Any
such agreement may contain provisions whereby such holder may instruct the
Master Servicer to instruct a Servicer to the extent provided in the applicable
Servicing Agreement to commence or delay foreclosure proceedings with respect to
delinquent Mortgage Loans and will contain provisions for the deposit of cash by
the holder that would be available for distribution to Certificateholders if
Liquidation Proceeds are less than they otherwise may have been had the Servicer
acted in accordance with its normal procedures.
Section 3.09. Termination and Substitution of Servicing Agreements.
Upon the occurrence of any event for which a Servicer may be terminated
pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver
to the Seller, the Trust Administrator and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) Norwest Mortgage fails to make any advance, as a consequence of which
the Trust Administrator is obligated to make an advance pursuant to Section 3.03
and (ii) the Trust Administrator provides Norwest Mortgage written notice of the
failure to make such advance and such failure shall continue unremedied for a
period of 15 days after receipt of such notice, the Trust Administrator may
recommend to the Trustee the termination of the Norwest Servicing Agreement
without the recommendation of the Master Servicer and upon such recommendation
the Trustee shall terminate the Norwest Servicing Agreement. The Master Servicer
shall indemnify the Trustee and the Trust Administrator and hold each harmless
from and against any and all claims, liabilities, costs and expenses (including,
without limitation, reasonable attorneys' fees) arising out of, or assessed
against the Trustee or the Trust Administrator in connection with termination of
such Servicing Agreement at the direction of the Master Servicer. In addition,
the Trust Administrator shall indemnify the Trustee and hold it harmless from
and against any and all claims, liabilities, costs and expenses (including,
without limitation, reasonable attorneys' fees) arising out of, or assessed
against the Trustee in connection with the termination of the Norwest Servicing
Agreement at the direction of the Trust Administrator. If the Trustee terminates
such Servicing Agreement, the Trustee may enter into a substitute Servicing
Agreement with the Master Servicer or, at the Master Servicer's nomination, with
another mortgage loan service company acceptable to the Trustee, the Trust
Administrator, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10. 1934 Act Reports.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates
(other than the Class A-16 Certificates), the Class M Certificates and the Class
B-1 and Class B-2 Certificates pursuant to the Securities Exchange Act of 1934,
as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01. Distributions.
(a)(i) On each Distribution Date, the Pool Distribution Amount will be
applied in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:
first, to the Subclasses of Class A Certificates, pro rata based on their
respective Class A Subclass Interest Accrual Amounts, in an aggregate amount up
to the sum of the Class A Subclass Interest Accrual Amounts with respect to such
Distribution Date; provided, that prior to the Accretion Termination Date, an
amount equal to the amount that would otherwise be distributable in respect of
interest to the Class A-16 Certificates by virtue of the Class A-16 Accrual
Component will instead be distributed in reduction of the Class A Subclass
Principal Balance of the Accretion Directed Certificates and the Component
Principal Balances of the Class A-16 Accretion Directed Component and of the
Class A-16 Accrual Component in accordance with Section 4.01(b);
second, to the Subclasses of Class A Certificates, pro rata based on their
respective unpaid Class A Subclass Interest Shortfall Amounts, in an aggregate
amount up to the sum of the previously unpaid Class A Subclass Interest
Shortfall Amounts; provided, that prior to the Accretion Termination Date, an
amount equal to the amount that would otherwise be distributable in respect of
interest shortfalls to the Class A-16 Certificates by virtue of the Class A-16
Accrual Component will instead be distributed in reduction of the Class A
Subclass Principal Balance of the Accretion Directed Certificates and the
Component Principal Balances of the Class A-16 Accretion Directed Component and
the Class A-16 Accrual Component in accordance with Section 4.01(b);
third, concurrently, to the Class A Certificates (other than the Class A-16
Certificates with respect to the Class A-16 PO Component) and the Class A-16
Certificates with respect to the Class A-16 PO Component pro rata, based on the
Class A Non-PO Optimal Principal Amount and the Class A-16 PO Component Optimal
Principal Amount, (A) to the Subclasses of Class A Certificates (other than the
Class A-16 Certificates with respect to the Class A-16 PO Component), in an
aggregate amount up to the Class A Non-PO Optimal Principal Amount, such
distribution to be allocated among such Subclasses in accordance with Section
4.01(b) or Section 4.01(c), as applicable, and (B) to the Class A-16
Certificates with respect to the Class A-16 PO Component in an amount up to the
Class A-16 PO Component Optimal Principal Amount;
fourth, to the Class A-16 Certificates with respect to the Class A-16 PO
Component in an amount up to the Class A-16 PO Component Deferred Amount, but
only, first from amounts otherwise distributable (without regard to this
priority fourth) to the Subclasses of Class B Certificates in reverse numerical
order pursuant to priorities twenty-second, nineteenth, sixteenth, thirteenth
and tenth of this Pool Distribution Amount Allocation and then from amounts
otherwise distributable (without regard to this priority fourth) to the Class M
Certificates pursuant to priority seventh of this Pool Distribution Amount
Allocation;
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 sum of the
previously unpaid Class M Interest Shortfall Amounts;
seventh, to the Class M Certificates in an amount up to the Class M Optimal
Principal Amount; provided, however, that the amount distributable pursuant to
this priority seventh to the Class M Certificates will be reduced by the amount,
if any, otherwise distributable as principal hereunder used to pay the Class
A-16 PO Component Deferred Amount in accordance with priority fourth;
eighth, to the Class B-1 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for such Subclass;
ninth, to the Class B-1 Certificates in an amount up to the sum of the
previously unpaid Class B Subclass Interest Shortfall Amounts for such Subclass;
tenth, to the Class B-1 Certificates in an amount up to the Subclass B
Optimal Principal Amount for such Subclass; provided, however, that the amount
distributable pursuant to this priority tenth will be reduced by the amount, if
any, otherwise distributable as principal hereunder used to pay the Class A-16
PO Component Deferred Amount in accordance with priority fourth;
eleventh, to the Class B-2 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for such Subclass;
twelfth, to the Class B-2 Certificates in an amount up to the sum of the
previously unpaid Class B Subclass Interest Shortfall Amounts for such Subclass;
thirteenth, to the Class B-2 Certificates in an amount up to the Subclass B
Optimal Principal Amount for such Subclass; provided, however, that the amount
distributable pursuant to this priority thirteenth will be reduced by the
amount, if any, otherwise distributable as principal hereunder used to pay the
Class A-16 PO Component Deferred Amount in accordance with priority fourth;
fourteenth, to the Class B-3 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for such Subclass;
fifteenth, to the Class B-3 Certificates in an amount up to the sum of the
previously unpaid Class B Subclass Interest Shortfall Amounts for such Subclass;
sixteenth, to the Class B-3 Certificates in an amount up to the Subclass B
Optimal Principal Amount for such Subclass; provided, however, that the amount
distributable pursuant to this priority sixteenth will be reduced by the amount,
if any, otherwise distributable as principal hereunder used to pay the Class
A-16 PO Component Deferred Amount in accordance with priority fourth;
seventeenth, to the Class B-4 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for such Subclass;
eighteenth, to the Class B-4 Certificates in an amount up to the sum of the
previously unpaid Class B Subclass Interest Shortfall Amounts for such Subclass;
nineteenth, to the Class B-4 Certificates in an amount up to the Subclass B
Optimal Principal Amount for such Subclass; provided, however, that the amount
distributable pursuant to this priority nineteenth will be reduced by the
amount, if any, otherwise distributable as principal hereunder used to pay the
Class A-16 PO Component Deferred Amount in accordance with priority fourth;
twentieth, to the Class B-5 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for such Subclass;
twenty-first, to the Class B-5 Certificates in an amount up to the sum of
the previously unpaid Class B Subclass Interest Shortfall Amounts for such
Subclass;
twenty-second, to the Class B-5 Certificates in an amount up to the
Subclass B Optimal Principal Amount for such Subclass; provided, however, that
the amount distributable pursuant to this priority twenty-second will be reduced
by the amount, if any, otherwise distributable as principal hereunder used to
pay the Class A-16 PO Component Deferred Amount in accordance with priority
fourth; and
twenty-third, to the Holder of the Class A-R Certificate, any amounts
remaining in the Upper-Tier Certificate Account, and to the Holder of the Class
A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance or notional
amount of any Subclass (other than the Class A-16, Class A-R or Class A-LR
Certificates) has been reduced to zero or, in the case of the Class A-16
Certificates, after the later to occur of (i) the Principal Balance of such
Class A Subclass has been reduced to zero or (ii) the Class A-16 IO Component
Notional Amount 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-LR
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class B Subclass will be allocated pro
rata based on principal balance among the Class A Certificates (other than the
Class A-16 Certificates with respect to the Class A-16 PO Component), 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-16 Certificates with respect to the Class A-16 PO Component)
pro rata based on Class A Subclass Principal Balance (less, in the case of the
Class A-16 Certificates, the Class A-16 PO Component Principal Balance).
(ii) Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class, Classes,
Component or Components as provided herein. On each Distribution Date, each
Uncertificated Lower-Tier Interest (other than the Class A-L1, Class A-L2, Class
A-L3, Class A-L4, Class A-L6 and Class A-LPO Interest) shall receive
distributions in respect of interest in an amount equal to the (i) Class A
Subclass Interest Accrual Amount and Class A Subclass Unpaid Interest Shortfall,
(ii) Component Interest Accrual Amount and Component Unpaid Interest Shortfall,
(iii) Class M Interest Accrual Amount and Class M Unpaid Interest Shortfall or
(iv) Class B Subclass Interest Accrual Amount and Class B Subclass Unpaid
Interest Shortfall, as the case may be, in respect of its Corresponding
Upper-Tier Class, Classes, Component or Components, in each case to the extent
actually distributed thereon. The Class A-L1 Interest shall receive
distributions in respect of interest in an amount equal to the sum of (i) the
amount of interest distributed on the Class A-1 Certificates and (ii) an amount
equal to the product of the Class A-L1 Interest Fraction and the amount of
interest distributed on the Class A-16 IO Component. The Class A-L2 Interest
shall receive distributions in respect of interest in an amount equal to the sum
of (i) the amount of interest distributed on the Class A-2 Certificates and (ii)
an amount equal to the product of the Class A-L2 Interest Fraction and the
amount of interest distributed on the Class A-16 IO Component. The Class A-L3
Interest shall receive distributions in respect of interest in an amount equal
to the sum of (i) the amount of interest distributed on the Class A-3
Certificates and (ii) an amount equal to the product of the Class A-L3 Interest
Fraction and the amount of interest distributed on the Class A-16 IO Component.
The Class A-L4 Interest shall receive distributions in respect of interest in an
amount equal to the sum of (i) the amount of interest distributed on the Class
A-4 Certificates and (ii) an amount equal to the product of the Class A-L4
Interest Fraction and the amount of interest distributed on the Class A-16 IO
Component. The Class A-L6 Interest shall receive distributions in respect of
interest in an amount equal to the sum of (i) the amount of interest distributed
on the Class A-6 Certificates and (ii) an amount equal to the product of the
Class A-L6 Interest Fraction and the amount of interest distributed on the Class
A-16 IO Component. Such amounts distributed to the Uncertificated Lower-Tier
Interests in respect of principal and interest with respect to any Distribution
Date are referred to herein collectively as the "Lower-Tier Distribution
Amount."
As of any date, the principal balance of each Uncertificated Lower-Tier
Interest, other than the Class A-L7 Interest, equals the Class A Subclass
Principal Balance, Component Principal Balance, Class M Principal Balance or
Class B Subclass Principal Balance, as the case may be, of the respective
Corresponding Upper-Tier Class, Classes, Component or Components. The principal
balance of the Class A-L7 interest equals the Class A Subclass Principal Balance
of the Class A-7 Certificates. The initial principal balance of each
Uncertificated Lower-Tier Interest, other than the Class A-L7 Interest, equals
the Original Class A Subclass Principal Balance, Original Component Principal
Balance, Original Class M Principal Balance, Original Class B-1 Principal
Balance, Original Class B-2 Principal Balance, Original Class B-3 Principal
Balance, Original Class B-4 Principal Balance or Original Class B-5 Principal
Balance as the case may be, of the respective Corresponding Upper-Tier Class,
Classes, Component or Components. The initial principal balance of the Class
A-L7 Interest equals the Original Class A Subclass Principal Balance of the
Class A-7 Certificates.
The pass-through rate with respect to each Uncertificated Lower-Tier
Interest (other than the Class A-L1, Class A-L2, Class A-L3, Class A-L4, Class
A-L6, Class A-L7, and Class A-LPO Interest) will be 8.00% per annum. The
pass-through rate with respect to each of the Class A-L1, Class A-L2, Class A-L3
and Class A-L4 Interest will be 7.681532841% per annum. The pass-through rate
with respect to the Class A-L6 Interest will be 7.931532841% per annum. The
pass-through rate with respect to the Class A-L7 Interest will be 9.00% per
annum. Prior to the Accretion Termination Date, interest will accrue in respect
of the Class A-L16 Interest and will be added to the principal balance thereof
to the same extent that interest accrues and is added to the Component Principal
Balance of the Class A-16 Accrual Component. The Class A-LPO Interest is a
principal-only interest and is not entitled to distributions of interest. Any
Non-Supported Interest Shortfalls will be allocated to each Uncertificated
Lower-Tier Interest in the same relative proportions as interest is allocated to
such Uncertificated Lower-Tier Interest.
(b) On each Distribution Date occurring prior to the Accretion Termination
Date, an amount equal to the Class A-16 Accrual Component Distribution Amount,
if any, for such Distribution Date will be allocated first, concurrently, to the
Class A-13 Certificates and the Class A-16 Accretion Directed Component, pro
rata, until the Class A Subclass Principal Balance of the Class A-13
Certificates and the Component Principal Balance of the Class A-16 Accretion
Directed Component have been reduced to zero and then to the Class A-16 Accrual
Component until the Component Principal Balance thereof has been reduced to
zero.
On each Distribution Date prior to the Cross-Over Date, the Class A Non-PO
Principal Amount will be allocated among and distributed in reduction of the
Class A Subclass Principal Balances of the Class A Certificates (other than the
Class A-8 Certificates and the Class A-16 Certificates with respect to the Class
A-16 IO Component and the Class A-16 PO Component) as follows:
first, to the Class A-17 Certificates, up to the Class A-17 Priority
Amount;
second, concurrently to the Class A-R and Class A-LR Certificates, pro
rata, until the Class A Subclass Principal Balance of each such Subclass has
been reduced to zero;
third, concurrently as follows, until the Class A Subclass Principal
Balance of the Class A-1 Certificates has been reduced to zero:
(i) 43.92315530501% to the Class A-1 Certificates;
(ii) 3.17960886362% to the Class A-3 Certificates;
(iii) 5.27278775782% to the Class A-5 Certificates;
(iv) 4.89740216537% to the Class A-6 Certificates;
(v) 15.33599467731% to the Class A-7 Certificates;
(vi) 27.39105123087%, sequentially, as follows:
(a) concurrently, 84.2105263158% to the Class A-9 Certificates and
15.7894736842% to the Class A-16 PAC Component up to their
respective PAC Principal Amounts for such Distribution Date,
until the Class A Subclass Principal Balance of the Class A-9
Certificates has been reduced to $5,553,000 and the Component
Principal Balance of the Class A-16 PAC Component has been
reduced to $3,823,000;
(b) concurrently, 51.7279925478% to the Class A-9 Certificates,
32.4825337680% to the Class A-10 Certificates and 15.7894736842%
to the Class A-16 PAC Component until the Class A-9 and Class
A-10 Certificates received their PAC Principal Amounts for such
Distribution Date;
(c) concurrently, to the Class A-11 Certificates and the Class A-16
PAC Component, pro rata, up to their respective PAC Principal
Amounts for such Distribution Date;
(d) to the Class A-16 TAC Component, up to its TAC Principal Amount
with respect to such Distribution Date;
(e) to the Class A-12 Certificates, until the Class A Subclass
Principal Balance thereof has been reduced to zero;
(f) to the Class A-16 TAC Component, without regard to its TAC
Principal Amount and until the Component Principal Balance
thereof has been reduced to zero;
(g) concurrently, 84.2105263158% to the Class A-9 Certificates and
15.7894736842% to the Class A-16 PAC Component, without regard
to their respective PAC Principal Amounts for such Distribution
Date, until the Class A Subclass Principal Balance of the Class
A-9 Certificates has been reduced to $5,553,000 and the
Component Principal Balance of the Class A-16 PAC Component has
been reduced to $3,823,000;
(h) concurrently, 51.7279925478% to the Class A-9 Certificates,
32.4825337680% to the Class A-10 Certificates and 15.7894736842%
to the Class A-16 PAC Component without regard to their
respective PAC Principal Amounts for such Distribution Date,
until the Class A Subclass Principal Balance of the Class A-9
and Class A-10 Certificates have been reduced to zero;
(i) concurrently, to the Class A-11 Certificates and the Class A-16
PAC Component, pro rata, without regard to their respective PAC
Principal Amounts for such Distribution Date, until the Class A
Subclass Principal Balance of such Subclass and the Component
Principal Balance of such Component have been reduced to zero;
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 zero:
(i) 43.92315530501% to the Class A-2 Certificates;
(ii) 3.17960886362% to the Class A-3 Certificates;
(iii) 5.27278775782% to the Class A-5 Certificates;
(iv) 4.89740216537% to the Class A-6 Certificates;
(v) 15.33599467731% to the Class A-7 Certificates;
(vi) 27.39105123087%, sequentially, in accordance with the priorities
and proportions set forth in clause third (vi)(a) through (i)
above.
fifth, concurrently as follows, until the Class A Subclass Principal
Balances of the Class A-4 Certificates, the Class A-5 Certificates, the Class
A-6 Certificates and the Class A-7 Certificates have been reduced to zero:
(i) 47.10276416863% to the Class A-4 Certificates;
(ii) 5.27278775782% to the Class A-5 Certificates;
(iii) 4.89740216537% to the Class A-6 Certificates;
(iv) 15.33599467731% to the Class A-7 Certificates;
(v) 27.39105123087%, sequentially, in accordance with the priorities
and proportions set forth in clause third (vi)(a) through (i)
above.
sixth, concurrently as follows, until the Class A Subclass Principal
Balance of the Class A-13 Certificates and the Component Principal Balance of
the Class A-16 Accretion Directed Component have been reduced to zero:
(i) 42.5223305231% to the Class A-13 Certificates;
(ii) 19.4565455856% to the Class A-14 Certificates;
(iii) 10.6305826308% to the Class A-16 Accretion Directed Component;
(iv) 27.3905412605%, sequentially, in accordance with the priorities
and proportions set forth in clause third (vi)(a) through (i)
above.
seventh, concurrently as follows:
(i) 19.4565455856% to the Class A-14 Certificates, until the Class A
Subclass Principal Balance thereof has been reduced to zero;
(ii) 53.1529131539% to the Class A-16 Accrual Component, until the
Component Principal Balance thereof has been reduced to zero;
(iii) 27.3905412605%, sequentially, in accordance with the priorities
and proportions set forth in clause third (vi)(a) through (i)
above.
eighth, to the Class A-15 Certificates, until the Class A Subclass
Principal Balance thereof has been reduced to zero; and
ninth, to the Class A-17 Certificates, without regard to the Class A-17
Priority Amount, 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 and the Class A-16 PAC Component means the
amount, if any, that would reduce the Class A Subclass Principal Balance of such
Subclass or the Component Principal Balance of such Component to the percentage
of its initial Class A Subclass Principal Balance or Component Principal Balance
shown in the following tables with respect to such Distribution Date.
As used above, the "TAC Principal Amount" for any Distribution Date and for
the Class A-16 TAC Component means the amount, if any, that would reduce the
Component Principal Balance of such Component to the percentage of its initial
Component Principal Balance shown in the following table with respect to such
Distribution Date.
The following tables set forth for each Distribution Date the planned Class
A Subclass Principal Balance and the planned Component Principal Balance of the
PAC Certificates and the Class A-16 PAC Component and the targeted Component
Principal Balance for the Class A-16 TAC Component, each expressed as a
percentage of the initial Class A Subclass Principal Balance or initial
Component Principal Balance, as the case may be.
<PAGE>
Planned Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balances
Class A-9 Certificates
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class Initial Class A
Subclass A Subclass Subclass
Principal Principal Principal
Distribution Date Balance Distribution Date Balance Distribution Date Balance
----------------- ------- ----------------- ------- ----------------- -------
<S> <C> <C> <C> <C> <C>
November 1996...... 99.31530329% May 1998.......... 70.52439056% October 1999...... 26.09017185%
December 1996...... 98.53179067 June 1998......... 68.04988219 November 1999..... 24.28305319
January 1997....... 97.64994182 July 1998......... 65.48911130 December 1999..... 22.48496860
February 1997...... 96.67000645 August 1998....... 62.84319552 January 2000...... 20.69587221
March 1997......... 95.59228510 September 1998.... 60.11329538 February 2000..... 18.91571843
April 1997......... 94.41712907 October 1998...... 57.30061346 March 2000........ 17.14446188
May 1997........... 93.14494006 November 1998..... 54.40639372 April 2000........ 15.38205745
June 1997.......... 91.77617045 December 1998..... 51.43192040 May 2000.......... 13.62846017
July 1997.......... 90.31132270 January 1999...... 48.40537832 June 2000......... 11.88362545
August 1997........ 88.75094925 February 1999..... 45.32769093 July 2000......... 10.14750879
September 1997..... 87.09565229 March 1999........ 42.26540084 August 2000....... 8.42006609
October 1997....... 85.34608343 April 1999........ 39.21842981 September 2000.... 6.70125333
November 1997...... 83.50294316 May 1999.......... 36.18699993 October 2000...... 4.99102690
December 1997...... 81.56698059 June 1999......... 33.40991377 November 2000..... 3.28934321
January 1998....... 79.53899294 July 1999......... 31.56619503 December 2000..... 1.59615907
February 1998...... 77.41982505 August 1999....... 29.73169634 January 2001
March 1998......... 75.21036877 September 1999.... 27.90637078 and thereafter.... 0.00000000
April 1998......... 72.91156259
</TABLE>
<PAGE>
Planned Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balances
Class A-10 Certificates
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class Initial Class A
Subclass A Subclass Subclass
Principal Principal Principal
Distribution Date Balance Distribution Date Balance Distribution Date Balance
----------------- ------- ----------------- ------- ----------------- -------
<S> <C> <C> <C> <C>
Up to and including December 1999..... 66.53979610% August 2000....... 24.91751219%
May 1999........... 100.00000000% January 2000...... 61.24532119 September 2000.... 19.83102753
June 1999.......... 98.87000057 February 2000..... 55.97730972 October 2000...... 14.76995211
July 1999.......... 93.41388127 March 2000........ 50.73562805 November 2000..... 9.73415744
August 1999........ 87.98504703 April 2000........ 45.52014224 December 2000..... 4.72351563
September 1999..... 82.58335876 May 2000.......... 40.33071953 January 2001
October 1999....... 77.20867909 June 2000......... 35.16722799 and thereafter.... 0.00000000
November 1999...... 71.86087038 July 2000......... 30.02953570
</TABLE>
<PAGE>
Planned Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balances
Class A-11 Certificates
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class Initial Class A
Subclass A Subclass Subclass
Principal Principal Principal
Distribution Date Balance Distribution Date Balance Distribution Date Balance
----------------- ------- ----------------- ------- ----------------- -------
<S> <C> <C> <C> <C> <C>
Up to and including June 2002......... 56.16888334% January 2004...... 16.71471340%
December 2000...... 100.00000000% July 2002......... 53.83269549 February 2004..... 15.29055621
January 2001....... 99.85308823 August 2002....... 51.50917475 March 2004........ 13.90675946
February 2001...... 97.07252720 September 2002.... 49.19825816 April 2004........ 12.56233224
March 2001......... 94.30585186 October 2002...... 46.89988316 May 2004.......... 11.25630621
April 2001......... 91.55299184 November 2002..... 44.66342005 June 2004......... 9.98773549
May 2001........... 88.81387747 December 2002..... 42.43908688 July 2004......... 8.75569572
June 2001.......... 86.08843920 January 2003...... 40.22682184 August 2004....... 7.55928389
July 2001.......... 83.37660802 February 2003..... 38.02656373 September 2004.... 6.39761766
August 2001........ 80.67831520 March 2003........ 35.83825159 October 2004...... 5.26983506
September 2001..... 77.99349242 April 2003........ 33.66182466 November 2004..... 4.46257542
October 2001....... 75.32207172 May 2003.......... 31.49722274 December 2004..... 3.67830962
November 2001...... 72.88223855 June 2003......... 29.34438581 January 2005...... 2.91644772
December 2001...... 70.45558882 July 2003......... 27.23475141 February 2005..... 2.17641406
January 2002....... 68.04205674 August 2003....... 25.18160849 March 2005........ 1.45764673
February 2002...... 65.64157689 September 2003.... 23.18365278 April 2005........ 0.75959757
March 2002......... 63.25408412 October 2003...... 21.23960849 May 2005.......... 0.08173150
April 2002......... 60.87951380 November 2003..... 19.68818950 June 2005
May 2002........... 58.51780157 December 2003..... 18.18024518 and thereafter.... 0.00000000
</TABLE>
<PAGE>
Planned Component Principal Balances
as Percentages of Initial Component Principal Balance
Class A-16 PAC Component
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Component Component Component
Principal Principal Principal
Distribution Date Balance Distribution Date Balance Distribution Date Balance
----------------- ------- ----------------- ------- ----------------- -------
<S> <C> <C> <C> <C> <C>
November 1996...... 99.64017073% October 1999...... 58.61652925% September 2002.... 17.85671039%
December 1996...... 99.22841071 November 1999..... 57.07047160 October 2002...... 17.02250571
January 1997....... 98.76497186 December 1999..... 55.53214310 November 2002..... 16.21077230
February 1997...... 98.24998550 January 2000...... 54.00150418 December 2002..... 15.40344141
March 1997......... 97.68360976 February 2000..... 52.47851612 January 2003...... 14.60049070
April 1997......... 97.06602900 March 2000........ 50.96313986 February 2003..... 13.80189800
May 1997........... 96.39745437 April 2000........ 49.45533703 March 2003........ 13.00764097
June 1997.......... 95.67812366 May 2000.......... 47.95506908 April 2003........ 12.21769794
July 1997.......... 94.90830104 June 2000......... 46.46229763 May 2003.......... 11.43204673
August 1997........ 94.08827648 July 2000......... 44.97698499 June 2003......... 10.65066570
September 1997..... 93.21836688 August 2000....... 43.49909313 July 2003......... 9.88496521
October 1997....... 92.29891438 September 2000.... 42.02858468 August 2003....... 9.13976855
November 1997...... 91.33028740 October 2000...... 40.56542197 September 2003.... 8.41460225
December 1997...... 90.31287924 November 2000..... 39.10956797 October 2003...... 7.70900341
January 1998....... 89.24710916 December 2000..... 37.66098567 November 2003..... 7.14590943
February 1998...... 88.13342094 January 2001...... 36.24208972 December 2003..... 6.59859492
March 1998......... 86.97228347 February 2001..... 35.23287361 January 2004...... 6.06667406
April 1998......... 85.76418983 March 2001........ 34.22869742 February 2004..... 5.54977042
May 1998........... 84.50965734 April 2001........ 33.22953556 March 2004........ 5.04751561
June 1998.......... 83.20922668 May 2001.......... 32.23536261 April 2004........ 4.55955023
July 1998.......... 81.86346256 June 2001......... 31.24615368 May 2004.......... 4.08552277
August 1998........ 80.47295224 July 2001......... 30.26188334 June 2004......... 3.62508972
September 1998..... 79.03830530 August 2001....... 29.28252686 July 2004......... 3.17791591
October 1998....... 77.56015419 September 2001.... 28.30805936 August 2004....... 2.74367320
November 1998...... 76.03915231 October 2001...... 27.33845625 September 2004.... 2.32204162
December 1998...... 74.47597476 November 2001..... 26.45290875 October 2004...... 1.91270834
January 1999....... 72.88543357 December 2001..... 25.57214617 November 2004..... 1.61971022
February 1999...... 71.26801382 January 2002...... 24.69614481 December 2004..... 1.33505765
March 1999......... 69.65868583 February 2002..... 23.82488078 January 2005...... 1.05853676
April 1999......... 68.05740849 March 2002........ 22.95833038 February 2005..... 0.78993843
May 1999........... 66.46414071 April 2002........ 22.09647024 March 2005........ 0.52905884
June 1999.......... 64.87884206 May 2002.......... 21.23927716 April 2005........ 0.27569913
July 1999.......... 63.30147177 June 2002......... 20.38672761 May 2005.......... 0.02966485
August 1999........ 61.73198960 July 2002......... 19.53879857 June 2005.........
September 1999..... 60.17035528 August 2002....... 18.69546717 and thereafter.... 0.00000000
</TABLE>
<PAGE>
Targeted Component Principal Balances
as Percentages of Initial Component Principal Balance
Class A-16 TAC Component
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Component Component Component
Principal Principal Principal
Distribution Date Balance Distribution Date Balance Distribution Date Balance
----------------- ------- ----------------- ------- ----------------- -------
<S> <C> <C> <C> <C> <C>
November 1996...... 99.73224944% March 2000....... 47.50153973% July 2003.......... 17.73820263%
December 1996...... 99.38981913 April 2000....... 46.18682868 August 2003........ 17.45284673
January 1997....... 98.97292410 May 2000......... 44.90320879 September 2003..... 17.15987113
February 1997...... 98.48191113 June 2000........ 43.65020497 October 2003....... 16.85964510
March 1997......... 97.91725891 July 2000........ 42.42734874 November 2003...... 16.49408896
April 1997......... 97.27957818 August 2000...... 41.23417810 December 2003...... 16.12428684
May 1997........... 96.56961140 September 2000... 40.07023756 January 2004....... 15.75052700
June 1997.......... 95.78823221 October 2000..... 38.93507788 February 2004...... 15.37308868
July 1997.......... 94.93644464 November 2000.... 37.82825617 March 2004......... 14.99224242
August 1997........ 94.01538179 December 2000.... 36.74933569 April 2004......... 14.60825009
September 1997..... 93.02630440 January 2001..... 35.69788578 May 2004........... 14.22136545
October 1997....... 91.97059902 February 2001.... 34.67348176 June 2004.......... 13.83184364
November 1997...... 90.84977598 March 2001....... 33.67570499 July 2004.......... 13.43992233
December 1997...... 89.66546689 April 2001....... 32.70414258 August 2004........ 13.04582160
January 1998....... 88.41942185 May 2001......... 31.75838744 September 2004..... 12.64976399
February 1998...... 87.11350665 June 2001........ 30.83803821 October 2004....... 12.25196469
March 1998......... 85.74969927 July 2001........ 29.94269910 November 2004...... 11.80909235
April 1998......... 84.33008638 August 2001...... 29.07197995 December 2004...... 11.36744738
May 1998........... 82.85685940 September 2001... 28.22549590 January 2005....... 10.92714518
June 1998.......... 81.33231050 October 2001..... 27.40286771 February 2005...... 10.48829647
July 1998.......... 79.75882801 November 2001.... 26.72769593 March 2005......... 10.05100730
August 1998........ 78.13889197 December 2001.... 26.07470725 April 2005......... 9.61537940
September 1998..... 76.47506909 January 2002..... 25.44354043 May 2005........... 9.18151012
October 1998....... 74.77000776 February 2002.... 24.83383938 June 2005.......... 8.44988285
November 1998...... 73.02643259 March 2002....... 24.24525303 July 2005.......... 7.68767202
December 1998 ..... 71.24713905 April 2002....... 23.67743520 August 2005........ 6.93718261
January 1999....... 69.45465585 May 2002......... 23.13004469 September 2005..... 6.19824396
February 1999...... 67.65085805 June 2002........ 22.60274505 October 2005....... 5.47068773
March 1999......... 65.88554980 July 2002........ 22.09520459 November 2005...... 4.84601726
April 1999......... 64.15815335 August 2002...... 21.60709634 December 2005...... 4.22995664
May 1999........... 62.46809905 September 2002... 21.13809794 January 2006....... 3.62239007
June 1999.......... 60.81482505 October 2002..... 20.68789159 February 2006...... 3.02320342
July 1999.......... 59.19777731 November 2002.... 20.29434803 March 2006......... 2.43228399
August 1999........ 57.61640944 December 2002.... 19.91839414 April 2006......... 1.84952060
September 1999..... 56,07018266 January 2003..... 19.55973007 May 2006........... 1.27480355
October 1999....... 54.55856562 February 2003.... 19.21806024 June 2006.......... 0.70802461
November 1999...... 53.08103433 March 2003....... 18.89309330 July 2006.......... 0.14907696
December 1999...... 51.63707210 April 2003....... 18.58454209 August 2006........
January 2000....... 50.22616942 May 2003......... 18.29212358 and thereafter..... 0.00000000
February 2000...... 48.84782380 June 2003........ 18.01555875
</TABLE>
<PAGE>
(c) Notwithstanding the foregoing, on each Distribution Date occurring on
or subsequent to the Cross-Over Date, the Class A Non-PO Principal Distribution
Amount shall be distributed among the Subclasses of Class A Certificates (other
than the Class A-16 Certificates with respect to the Class A-16 PO Component)
pro rata in accordance with their outstanding Class A Subclass Principal
Balances (less in the case of the Class A-16 Certificates the Component
Principal Balance of the Class A-16 PO Component) without regard to either the
proportions or the priorities set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Subclasses of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class M Fractional Interest is less than the
Original Class M Fractional Interest and the Class M Principal Balance
is greater than zero, the Class B-1, Class B-2, Class B-3, Class B-4
and Class B-5 Certificates shall not be eligible to receive
distributions of principal; or
(B) if the Current Class B-1 Fractional Interest is less than the
Original Class B-1 Fractional Interest and the Class B-1 Principal
Balance is greater than zero, the Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates shall not be eligible to receive distributions
of principal; or
(C) if the Current Class B-2 Fractional Interest is less than the
Original Class B-2 Fractional Interest and the Class B-2 Principal
Balance is greater than zero, the Class B-3, Class B-4 and Class B-5
Certificates shall not be eligible to receive distributions of
principal; or
(D) if the Current Class B-3 Fractional Interest is less than the
Original Class B-3 Fractional Interest and the Class B-3 Principal
Balance is greater than zero, the Class B-4 and Class B-5 Certificates
shall not be eligible to receive distributions of principal; or
(E) if the Current Class B-4 Fractional Interest is less than the
Original Class B-4 Fractional Interest and the Class B-4 Principal
Balance is greater than zero, the Class B-5 Certificates shall not be
eligible to receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Class M Certificates and/or the
Subclasses of Class B Certificates entitled to receive distributions of
principal would reduce the Class M Principal Balance and/or the Class B Subclass
Principal Balances of the Subclasses of Class B Certificates entitled to receive
distributions of principal below zero, first the Class M Prepayment Percentage
and/or the Class B Subclass Prepayment Percentage of any affected Class B
Subclass for such Distribution Date beginning with the affected Subclass with
the lowest numerical Subclass designation and then, if necessary, the Class M
Percentage and/or the Class B Subclass Percentage of such Subclass of the Class
B Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Class M Principal Balance and/or the Class B
Subclass Principal Balance of such Class B Subclass to zero. The Class B
Subclass Prepayment Percentages and the Class B Subclass Percentages of the
remaining Class B Subclasses will be recomputed substituting for the
Subordinated Prepayment Percentage and Subordinated Percentage in such
computations the difference between (A) the Subordinated Prepayment Percentage
or Subordinated Percentage, as the case may be, and (B) the percentages
determined in accordance with the preceding sentence necessary to bring the
Class M Principal Balance and/or the Class B Subclass Principal Balances of the
affected Class B Subclasses to zero; provided, however, that if the Class B
Subclass Principal Balances of all the Class B Subclasses eligible to receive
distributions of principal shall be reduced to zero on such Distribution Date,
the Class B Subclass Prepayment Percentage and the Class B Subclass Percentage
of the Class B Subclass with the lowest numerical Subclass designation which
would otherwise be ineligible to receive distributions of principal in
accordance with this Section shall equal the remainder of the Subordinated
Prepayment Percentage for such Distribution Date minus the sum of the Class M
Prepayment Percentage and the Class B Subclass Prepayment Percentages of the
Class B Subclasses having lower numerical Subclass designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class M Percentage and the Class B Subclass Percentages of the Class
B Subclasses having lower numerical Subclass designations, if any, respectively.
Any entitlement of any Class B Subclass to principal payments solely pursuant to
this clause (ii) shall not cause such Subclass to be regarded as being eligible
to receive principal distributions for the purpose of applying the definition of
its Class B Subclass Percentage or Class B Subclass Prepayment Percentage.
(e) The Trust Administrator shall establish and maintain the Upper-Tier
Certificate Account, which shall be a separate trust account and an Eligible
Account. On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds available on deposit in the Payment Account, (i) deposit,
in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)
distribute to the Class A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Class A Subclass Distribution Amount with respect to the Class
A-LR Certificate and all other amounts distributable to the Class A-LR
Certificate. The Trust Administrator may clear and terminate the Upper-Tier
Certificate Account pursuant to Section 9.01.
(f) On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds remitted to it by the Master Servicer, distribute to each
Certificateholder of record (other than the Class A-LR Certificateholder) on the
preceding Record Date (other than as provided in Section 9.01 respecting the
final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any 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 11.27, 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-8, Class A-16, Class A-R or Class A-LR
Certificates), the Class M Principal Balance of the Class M Certificates or the
Class B Subclass Principal Balance of any Subclass of Class B Certificates would
be reduced to zero or, in the case of the Class A-8 Certificates, the Class A-8
Notional Amount would be reduced to zero, or, in the case of the Class A-16
Certificates, upon the later of (i) the Class A Subclass Principal Balance being
reduced to zero or (ii) the Class A-16 IO Component Notional Amount being
reduced to zero, the Master Servicer shall, as soon as practicable after the
Determination Date relating to such Distribution Date, send a notice to the
Trust Administrator. The Trust Administrator will then send a notice to each
Certificateholder of such Class or Subclass with a copy to the Certificate
Registrar, specifying that the final distribution with respect to such Class or
Subclass will be made on such Distribution Date only upon the presentation and
surrender of such Certificateholder's Certificates at the office or agency of
the Trust Administrator therein specified; provided, however, that the failure
to give such notice will not entitle a Certificateholder to any interest beyond
the interest payable with respect to such Distribution Date in accordance with
Section 4.01(a)(i).
(g) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
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, an estate that is subject to United States
federal income tax regardless of the source of its income or a trust if (i) for
taxable years beginning after December 31, 1996 (or after August 20, 1996, if
the trustee has made an applicable election), a court within the United States
is able to exercise primary supervision over the administration of such trust,
and one or more United States fiduciaries have the authority to control all
substantial decisions of such trust or (ii) for all other taxable years, such
trust is subject to United States federal income tax regardless of the source of
its income.
Section 4.02. Allocation of Realized Losses.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-5 Certificates until the Class B-5 Principal Balance
has been reduced to zero;
second, to the Class B-4 Certificates until the Class B-4 Principal Balance
has been reduced to zero;
third, to the Class B-3 Certificates until the Class B-3 Principal Balance
has been reduced to zero;
fourth, to the Class B-2 Certificates until the Class B-2 Principal Balance
has been reduced to zero;
fifth, to the Class B-1 Certificates until the Class B-1 Principal Balance
has been reduced to zero;
sixth, to the Class M Certificates until the Class M Principal Balance has
been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than the Class
A-16 Certificates with respect to the Class A-16 PO Component) and Class A-16
Certificates with respect to the Class A-16 PO Component, 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-16
Certificates with respect to the Class A-16 PO Component will equal the product
of the amount of any such principal loss and the PO Fraction for such Mortgage
Loan. The principal portion of any Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses remaining after allocation to the Class A-16
Certificates with respect to the Class A-16 PO Component in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-16 Certificates with respect to the Class A-16 PO
Component), 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
(other than the Class A-16 Certificates with respect to the Class A-16 PO
Component) shall be allocated on the subsequent Determination Date among the
outstanding Subclasses of Class A Certificates (other than the Class A-16
Certificates), the Class A-16 Accretion Directed Component, the Class A-16
Accrual Component, the Class A-16 PAC Component and the Class A-16 TAC Component
in accordance with the Class A Subclass Loss Percentages and the Component Loss
Percentages as of such Determination Date. Any such loss allocated to the Class
B Certificates shall be allocated pro rata among the outstanding Subclasses of
Class B Certificates based on their Class B Subclass Principal Balances.
(c) Any Realized Losses allocated to a Subclass of Class A Certificates or
Class B Certificates or to the Class M Certificates pursuant to Section 4.02(a)
or Section 4.02(b) shall be allocated among the Certificates of such Subclass or
Class based on their Percentage Interests.
(d) In the event that there is a recovery of an amount in respect of
principal of a Mortgage Loan which had previously been allocated as a Realized
Loss to any Subclasses of Class A Certificates, the Class M Certificates or any
Subclasses of Class B Certificates, each outstanding Class or Subclass to which
such Realized Loss had previously been allocated shall be entitled to its share
(with respect to the Class A-16 Certificates with respect to the Class A-16 PO
Component, based on the PO Fraction of such Mortgage Loan and, with respect to
the Class A Certificates (other than the Class A-16 Certificates with respect to
the Class A-16 PO Component), 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-16 Certificates) and the Class A-16
Components (other than the Class A-16 PO Component) based on their Class A
Subclass Interest Percentages and Component Interest Percentages, as the case
may be. Any such loss allocated to the Class B Certificates will be allocated
among the outstanding Subclasses of Class B Certificates based on their Class B
Subclass Interest Percentages. In addition, after the Class M Principal Balance
and the Class B Principal Balance have been reduced to zero, the interest
portion of Realized Losses (other than Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses) will be allocated among the
outstanding Subclasses of Class A Certificates (other than the Class A-16
Certificates) and the Class A-16 Components (other than the Class A-16 PO
Component) based on their Class A Subclass Interest Percentages and Component
Interest Percentages, as the case may be.
(f) Realized Losses allocated in accordance with this Section 4.02 will be
allocated on the Determination Date in the second month following the month in
which such loss was incurred with respect to the preceding Distribution Date.
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class, Classes, Component or Components
as provided above.
With respect to any Distribution Date, the interest portion of Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in the same relative proportions as interest
is allocated to such Uncertificated Lower-Tier Interest.
Section 4.03. Paying Agent.
(a) The Master Servicer hereby appoints the Trust Administrator as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the Trust
Administrator to execute and deliver to the Trust Administrator an instrument in
which such Paying Agent agrees with the Trust Administrator that such Paying
Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon the
written request of the Trust Administrator, forthwith pay to the
Trust Administrator all amounts held in trust by such Paying
Agent.
(b) The Paying Agent shall establish and maintain a Payment Account, which
shall be a separate trust account and an Eligible Account, in which the Master
Servicer shall cause to be deposited from funds in the Certificate Account or,
to the extent required hereunder, from its own funds (i) at or before 10:00
a.m., New York time, on the Business Day preceding each Distribution Date, by
wire transfer of immediately available funds, any Periodic Advance for such
Distribution Date, pursuant to Section 3.03 and (ii) at or before 10:00 a.m.,
New York time, on the Business Day preceding each Distribution Date, by wire
transfer of immediately available funds, (a) an amount equal to the Pool
Distribution Amount, (b) Net Foreclosure Profits, if any, with respect to such
Distribution Date and (c) the amount of any recovery in respect of a Realized
Loss. The Master Servicer may cause the Paying Agent to invest the funds in the
Payment Account. Any such investment shall be in Eligible Investments, which
shall mature not later than the Business Day preceding the related Distribution
Date (unless the Eligible Investments are obligations of the Trust
Administrator, in which case such Eligible Investments shall mature not later
than the Distribution Date), and shall not be sold or disposed of prior to
maturity. All income and gain realized from any such investment shall be for the
benefit of the Master Servicer and shall be subject to its withdrawal or order
from time to time. The amount of any losses incurred in respect of any such
investments shall be deposited in the Payment Account by the Master Servicer out
of its own funds immediately as realized. The Paying Agent may withdraw from the
Payment Account any amount deposited in the Payment Account that was not
required to be deposited therein and may clear and terminate the Payment Account
pursuant to Section 9.01.
Section 4.04. Statements to Certificateholders; Report to the Trust
Administrator and the Seller.
Concurrently with each distribution pursuant to Section 4.01(f), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate and the Seller a statement setting
forth:
(i) the amount of such distribution to Holders of each Class A
Subclass allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included
therein;
(ii) (a) the amount of such distribution to Holders of each Subclass
of Class A Certificates allocable to interest, (b) the amount of
the Current Class A Interest Distribution Amount allocated to
each Class A Subclass, (c) any Class A Subclass Interest
Shortfall Amounts arising with respect to such Distribution Date
and any remaining Class A Subclass Unpaid Interest Shortfall
with respect to each Subclass after giving effect to such
distribution, (d) the amount of any Non-Supported Interest
Shortfall allocated to each Class A Subclass for such
Distribution Date and (e) the interest portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to each Subclass for such Distribution Date;
(iii) the amount of such distribution to Holders of the Class A-16
Certificates attributable to the Class A-16 PO Component,
identifying the aggregate amount of any Unscheduled Principal
Receipts included therein;
(iv) the amount of such distribution to Holders of the Class M
Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included
therein;
(v) (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;
(vi) 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;
(vii) (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;
(viii) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trust Administrator pursuant to the Servicing
Agreements or this Agreement;
(ix) the number of Mortgage Loans outstanding as of the preceding
Determination Date;
(x) the Class A Non-PO Principal Balance, the Component Principal
Balances of the Class A-16 Components, 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;
(xi) 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;
(xii) the aggregate Scheduled Principal Balances of the Mortgage Loans
serviced by Norwest Mortgage and, collectively, by the Other
Servicers as of such Distribution Date;
(xiii) 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);
(xiv) in the case of the Class A-7 Certificates, the Class A-7
Pass-Through Rate with respect to such Distribution Date;
(xv) in the case of the Class A-8 Certificates, the Class A-8
Notional Amount and the Class A-8 Pass-Through Rate with respect
to such Distribution Date;
(xvi) 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);
(xvii) 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);
(xviii) 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);
(xix) 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);
(xx) 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);
(xxi) the number and aggregate principal balances of Mortgage Loans
delinquent (a) one month, (b) two months and (c) three months or
more;
(xxii) the number and aggregate principal balances of the Mortgage
Loans in foreclosure as of the preceding Determination Date;
(xxiii) the book value of any real estate acquired through foreclosure
or grant of a deed in lieu of foreclosure;
(xxiv) 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;
(xxv) 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;
(xxvi) 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;
(xxvii) 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;
(xxviii)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;
(xxix) 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;
(xxx) the Class A-16 PO Component Deferred Amount, if any;
(xxxi) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare
their tax returns;
and shall deliver a copy of each type of statement to the Trust Administrator,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a Subclass of Class A
Certificates pursuant to clauses (i), (ii) and (iii) above, with the Class M
Certificates pursuant to clauses (iv) and (v) above and with respect to a Class
B Subclass pursuant to clauses (vi) and (vii) above, the amounts shall be
expressed as a dollar amount per Class A, Class M or Class B Certificate (other
than a Class A-16, Class A-R or Class A-LR Certificate) with a $1,000
Denomination, as a dollar amount per Class A-R or Class A-LR Certificate with a
$100 Denomination and as a dollar amount per Class A-16 and Class B-5
Certificate with a $1 Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate a statement
containing the information set forth in clauses (i), (ii)(a) and (iii) above in
the case of a Class A Certificateholder, the information set forth in clauses
(iv) and (v)(a) above in the case of a Class M Certificateholder and the
information contained in clauses (vi) and (vii)(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 Trust
Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the Class A Subclass Distribution Amount with
respect to each Class A Subclass, the Class M Distribution Amount and the Class
B Subclass Distribution Amount with respect to each Class B Subclass. The
determination by the Master Servicer of such amounts shall, in the absence of
obvious error, be presumptively deemed to be correct for all purposes hereunder
and the Trust Administrator and the Paying Agent shall be protected in relying
upon the same without any independent check or verification.
In addition to the reports required pursuant to this Section 4.04, the
Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class A-16, 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 Trust Administrator
acquires an interest in a Mortgaged Property through foreclosure or other
comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
Section 4.06. Determination of LIBOR.
On each Rate Determination Date, the Trust Administrator shall determine
LIBOR for the succeeding LIBOR Based Interest Accrual Period on the basis of the
offered LIBOR quotations of the Reference Banks (as defined below), as such
quotations are provided to the Trust Administrator as of 11:00 a.m. (London
time) on such Rate Determination Date. As used herein with respect to a Rate
Determination Date, "Reference Banks" means four leading banks engaged in
transactions in Eurodollar deposits in the international Eurocurrency market (i)
with an established place of business in London, (ii) whose quotations appear on
the Reuters Screen LIBO Page on the Rate Determination Date in question and
(iii) which have been designated as such by the Trust Administrator and are able
and willing to provide such quotations to the Trust Administrator on each Rate
Determination Date; and "Reuters Screen LIBO Page" means the display designated
as page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as
may replace the LIBO page on that service for the purpose of displaying London
interbank offered rate quotations of major banks). If a Reference Bank should be
removed from the Reuters Screen LIBO Page or in any other way fails to meet the
qualifications of a Reference Bank, the Trust Administrator may, in its sole
discretion, designate an alternative Reference Bank.
On each Rate Determination Date, LIBOR for the Distribution Date in the
succeeding months will be established by the Trust Administrator as follows:
(i) If on any Rate Determination Date two or more of the
Reference Banks provide such offered quotations, LIBOR for the
Distribution Date in the succeeding month will be the arithmetic mean
of such offered quotations (rounding such arithmetic mean upwards if
necessary to the nearest whole multiple of 1/16%).
(ii) If on any Rate Determination Date only one or none of the
Reference Banks provides such offered quotations, LIBOR for the
Distribution Date in the succeeding month will be whichever is higher
of (x) LIBOR as determined on the previous Rate Determination Date or
(y) the Reserve Interest Rate. The "Reserve Interest Rate" will be the
rate per annum which the Trust Administrator determines to be either
(A) the arithmetic mean (rounding such arithmetic mean upwards if
necessary to the nearest whole multiple of 1/16%) of the one-month
Eurodollar lending rates that New York City banks selected by the
Trust Administrator are quoting, on the relevant Rate Determination
Date, to the principal London offices of at least two leading banks in
the London interbank market or (B) in the event that the Trust
Administrator can determine no such arithmetic mean, the lowest
one-month Eurodollar lending rate that the New York City banks
selected by the Trust Administrator are quoting on such Rate
Determination Date to leading European banks.
(iii) If on any Rate Determination Date the Trust Administrator
is required but is unable to determine the Reserve Interest Rate in
the manner provided in the paragraph (ii) above, LIBOR for the
Distribution Date in the succeeding month will be LIBOR as determined
on the previous Rate Determination Date, or, in the case of the first
Rate Determination Date, 5.4375%.
The establishment of LIBOR by the Trust Administrator and the Trust
Administrator's subsequent calculation of the rates of interest applicable to
the Class A-7 and Class A-8 Certificates, in the absence of manifest error, will
be final and binding. After a Rate Determination Date, the Trust Administrator
shall provide the Class A Subclass Pass-Through Rates of the Class A-7 and Class
A-8 Certificates for the related Distribution Date to Beneficial Owners or
Holders of Class A-7 and Class A-8 Certificates who place a telephone call to
the Trust Administrator at (704) 590-6161 and make a request therefor.
<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 and
Class A-LR, 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 or Class A-LR Certificate) that evidences one Single Certificate plus such
additional principal portion or notional amount as is required in order for all
Certificates of such Class or Subclass to equal the aggregate Original Class A
Subclass Principal Balance (or Original Class A-8 Notional Amount in the case of
the Class A-8 Certificates), Original Class M Principal Balance or the aggregate
Original Class B Subclass Principal Balance of such Class or Subclass, as the
case may be), and shall be substantially in the respective forms set forth as
Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12, A-13,
A-14, A-15, A-16, A-17, A-R, A-LR, B-1, B-2, B-3, B-4, B-5, C, and D (reverse
side of Certificates) hereto. On original issue the Certificates shall be
executed and delivered by the Trust Administrator to or upon the order of the
Seller upon receipt by the Trust Administrator or the Custodian of the documents
specified in Section 2.01. The aggregate principal portion (or notional amount)
evidenced by the Class A, Class M and Class B Certificates shall be the sum of
the amounts specifically set forth in the respective Certificates. The
Certificates shall be executed by manual or facsimile signature on behalf of the
Trust Administrator by any Responsible Officer thereof. Certificates bearing the
manual or facsimile signatures of individuals who were at any time the proper
officers of the Trust Administrator shall bind the Trust Administrator
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
unless manually countersigned by a Responsible Officer of the Trust
Administrator, or unless there appears on such Certificate a certificate of
authentication executed by the Authenticating Agent by manual signature, and
such countersignature or certificate upon a Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Until such time as Definitive Certificates are issued pursuant to Section
5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative of
[the Clearing Agency] to the Trust Administrator or its agent for registration
of transfer, exchange or payment, and any certificate issued is registered in
the name of [the Clearing Agency] or such other name as requested by an
authorized representative of [the Clearing Agency] and any payment is made to
[the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be issued in
the form of one or more typewritten certificates, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Seller. Such Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force
and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar
and the Trust Administrator may deal with the Clearing Agency for all
purposes (including the making of distributions on the Book-Entry
Certificates and the taking of actions by the Holders of Book-Entry
Certificates) as the authorized representative of the Beneficial
Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions
of this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established
by law, the rules, regulations and procedures of the Clearing Agency
and agreements between such Beneficial Owners and the Clearing Agency
and/or the Clearing Agency Participants, and all references in this
Agreement to actions by Certificateholders shall, with respect to the
Book-Entry Certificates, refer to actions taken by the Clearing Agency
upon instructions from the Clearing Agency Participants, and all
references in this Agreement to distributions, notices, reports and
statements to Certificateholders shall, with respect to the Book-Entry
Certificates, refer to distributions, notices, reports and statements
to the Clearing Agency or its nominee, as registered holder of the
Book-Entry Certificates, as the case may be, for distribution to
Beneficial Owners in accordance with the procedures of the Clearing
Agency; and
(v) the initial Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit
distributions of principal and interest on the Certificates to the
Clearing Agency Participants, for distribution by such Clearing Agency
Participants to the Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing specified Voting Interests, such direction or consent
shall be given by Beneficial Owners having the requisite Voting Interests,
acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial
Owners pursuant to Section 5.07, copies of the reports or statements referred to
in Section 4.04 shall be available to Beneficial Owners upon written request to
the Trust Administrator at the Corporate Trust Office.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trust Administrator shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trust Administrator shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trust Administrator shall act as, or shall appoint, a Certificate Registrar
for the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any
office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like aggregate principal portion
or Percentage Interest and of the same Class or Subclass.
At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized Denominations of a like aggregate principal
portion or Percentage Interest and of the same Class or Subclass upon surrender
of the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall (if so required by the Certificate Registrar or
the Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled by
the Certificate Registrar, the Trust Administrator or the Authenticating Agent
in accordance with their standard procedures.
(b) No transfer of a Class A-16, 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 Trust Administrator or the Seller may, if such transfer is to be
made within three years after the later of (i) the date of the initial sale of
Certificates or (ii) the last date on which the Seller or any affiliate thereof
was a Holder of the Certificates proposed to be transferred, require a Class
A-16, Class B-3, Class B-4 or Class B-5 Certificateholder to deliver a written
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trust Administrator and the Seller, to the effect that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trust Administrator, the
Seller or the Master Servicer, and (ii) the Trust Administrator shall require
the transferee to execute an investment letter in the form of Exhibit J hereto
certifying to the Seller and the Trust Administrator the facts surrounding such
transfer, which investment letter shall not be an expense of the Trust
Administrator, the Seller or the Master Servicer. The Holder of a Class A-16,
Class B-3, Class B-4 or Class B-5 Certificate desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trust Administrator, the Seller,
the Master Servicer and any Paying Agent acting on behalf of the Trust
Administrator against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws. Neither
the Seller nor the Trust Administrator is under an obligation to register the
Class A-16, 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 Trust Administrator shall have received (i) a representation letter from the
transferee in the form of Exhibit J hereto, in the case of a Class 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 Trust Administrator, the Seller or the
Master Servicer or (b) if such transferee is an insurance company, the source of
funds used to purchase the Class 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 Trust Administrator 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 Trust Administrator,
the Seller or the Master Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trust Administrator, the Seller or the Master Servicer. The Class M and
Class B Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the Class A-R
or Class A-LR Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person investing the assets of a Plan (such plan or
Person, an "ERISA Prohibited Holder") or to an individual, corporation,
partnership or other person unless such transferee (i) is not a Non-U.S. Person
or (ii) is a Non-U.S. Person that holds the Class A-R or Class A-LR Certificate
in connection with the conduct of a trade or business within the United States
and has furnished the transferor and the Trust Administrator with an effective
Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trust Administrator an opinion of a
nationally recognized tax counsel to the effect that the transfer of the Class
A-R or Class A-LR Certificate to it is in accordance with the requirements of
the Code and the regulations promulgated thereunder and that such transfer of
the Class A-R or Class A-LR Certificate will not be disregarded for federal
income tax purposes (any such person who is not covered by clauses (i), (ii) or
(iii) above being referred to herein as a "Non-permitted Foreign Holder"), and
any such purported transfer shall be void and have no effect. The Trust
Administrator shall not execute, and shall not authenticate (or cause the
Authenticating Agent to authenticate) and deliver, a new Class A-R or Class A-LR
Certificate in connection with any such transfer to a disqualified organization
or agent thereof (including a broker, nominee or middleman), an ERISA Prohibited
Holder or a Non-permitted Foreign Holder, and neither the Certificate Registrar
nor the Trust Administrator shall accept a surrender for transfer or
registration of transfer, or register the transfer of, the Class A-R or Class
A-LR Certificate, unless the transferor shall have provided to the Trust
Administrator an affidavit, substantially in the form attached as Exhibit H
hereto, signed by the transferee, to the effect that the transferee is not such
a disqualified organization, an agent (including a broker, nominee, or
middleman) for any entity as to which the transferee has not received a
substantially similar affidavit, an ERISA Prohibited Holder or a Non-permitted
Foreign Holder, which affidavit shall contain the consent of the transferee to
any such amendments of this Agreement as may be required to further effectuate
the foregoing restrictions on transfer of the Class A-R or Class A-LR
Certificate to disqualified organizations, ERISA Prohibited Holders or
Non-permitted Foreign Holders. Such affidavit shall also contain the statement
of the transferee that (i) the transferee has historically paid its debts as
they have come due and intends to do so in the future, (ii) the transferee
understands that it may incur liabilities in excess of cash flows generated by
the residual interest, (iii) the transferee intends to pay taxes associated with
holding the residual interest as they become due and (iv) the transferee will
not transfer the Class A-R or Class A-LR Certificate to any Person who does not
provide an affidavit substantially in the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R or Class A-LR Certificate,
shall be accompanied by a written statement in the form attached as Exhibit I
hereto, signed by the transferor, to the effect that as of the time of the
transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R and Class A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in
any portion of the Class A-R or Class A-LR Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class A-R or Class
A-LR Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of such Class A-R or Class A-LR Certificate as completely
as if such transfer had never occurred, provided that the Master Servicer may,
but is not required to, recover any distributions made to such transferee with
respect to Class A-R or Class A-LR Certificate, and (ii) the Master Servicer
agrees to furnish to the Internal Revenue Service and to any transferor of the
Class A-R or Class A-LR Certificate or such agent (within 60 days of the request
therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R or Class A-LR Certificate (or portion thereof) for
periods after such transfer. At the election of the Master Servicer, the cost to
the Master Servicer of computing and furnishing such information may be charged
to the transferor or such agent referred to above; however, the Master Servicer
shall in no event be excused from furnishing such information.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trust Administrator
or the Authenticating Agent, or the Trust Administrator or the Authenticating
Agent receives evidence to its satisfaction of the destruction, loss or theft of
any Certificate, and (ii) there is delivered to the Trust Administrator or the
Authenticating Agent such security or indemnity as may be required by them to
hold each of them harmless, then, in the absence of notice to the Trust
Administrator or the Authenticating Agent that such Certificate has been
acquired by a bona fide purchaser, the Trust Administrator shall execute and
authenticate (or cause the Authenticating Agent to authenticate) and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and principal portion or Percentage
Interest and of the same Class or Subclass. Upon the issuance of any new
Certificate under this Section, the Trust Administrator or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expense (including the fees and expenses of the Trust Administrator or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Trust Administrator,
the Certificate Registrar and any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01,
and for all other purposes whatsoever, and neither the Seller, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar nor
any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator, or the Certificate Registrar shall be affected by notice to the
contrary.
Section 5.05. Access to List of Certificateholders' Names and Addresses.
(a) If the Trust Administrator is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trust
Administrator, within 15 days after receipt by the Certificate Registrar of a
request by the Trust Administrator in writing, a list, in such form as the Trust
Administrator may reasonably require, of the names and addresses of the
Certificateholders of each Class or Subclass as of the most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trust Administrator, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Trust Administrator shall, within five Business Days
following the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trust Administrator. If such a list is as of the date more than 90 days prior to
the date of receipt of such applicants' request and the Trust Administrator is
not the Certificate Registrar, the Trust Administrator shall promptly request
from the Certificate Registrar a current list as provided in paragraph (a)
hereof, and shall afford such applicants access to such list promptly upon
receipt.
(c) Every Certificateholder, by receiving and holding a Certificate, agrees
with the Seller, the Master Servicer, the Certificate Registrar, the Trust
Administrator and the Trustee that neither the Seller, the Master Servicer, the
Certificate Registrar, the Trust Administrator nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names,
addresses and Percentage Interests of the Certificateholders hereunder,
regardless of the source from which such information was delivered.
Section 5.06. Maintenance of Office or Agency.
The Trust Administrator will maintain, at its expense, an office or agency
where Certificates may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Certificate Registrar in respect of
the Certificates and this Agreement may be served. The Trust Administrator
initially designates the Corporate Trust Office and the principal corporate
trust office of the Authenticating Agent, if any, as its offices and agencies
for said purposes.
Section 5.07. Definitive Certificates.
If (i)(A) the Master Servicer advises the Trust Administrator in writing
that the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trust Administrator in writing that
it elects to terminate the book-entry system through the Clearing Agency or
(iii) after the occurrence of dismissal or resignation of the Master Servicer,
Beneficial Owners representing aggregate Voting Interests of not less than 51%
of the aggregate Voting Interests of each outstanding Subclass of Book-Entry
Certificates advise the Trust Administrator through the Clearing Agency and
Clearing Agency Participants in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
Beneficial Owners, the Trust Administrator shall notify the Beneficial Owners,
through the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Certificates to Beneficial Owners requesting the
same. Upon surrender to the Trust Administrator by the Clearing Agency of the
Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trust Administrator shall execute and authenticate
Definitive Certificates for delivery at its Corporate Trust Office. The Master
Servicer shall arrange for, and will bear all costs of, the printing and
issuance of such Definitive Certificates. Neither the Seller, the Master
Servicer, the Trustee nor the Trust Administrator shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
Section 5.08. Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trust Administrator shall give all such notices and communications
specified herein to be given to Holders of Book-Entry Certificates to the
Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer.
The Seller and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically imposed by this
Agreement and undertaken hereunder by the Seller and the Master Servicer.
Section 6.02. Merger or Consolidation of the Seller or the Master Servicer.
Subject to the following paragraph, the Seller and the Master Servicer each
will keep in full effect its existence, rights and franchises as a corporation
under the laws of the jurisdiction of its incorporation, and will obtain and
preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this Agreement.
The Seller or the Master Servicer may be merged or consolidated with or
into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for FNMA or FHLMC.
Section 6.03. Limitation on Liability of the Seller, the Master Servicer and
Others.
Neither the Seller nor the Master Servicer nor any subcontractor nor any of
the partners, directors, officers, employees or agents of any of them shall be
under any liability to the Trust Estate or the Certificateholders and all such
Persons shall be held harmless for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect any such
Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of his or
its duties hereunder or by reason of reckless disregard of his or its
obligations and duties hereunder. The Seller, the Master Servicer and any of the
directors, officers, employees or agents of either may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. Neither the Seller nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and which in its opinion does not involve it in any expense or
liability; provided, however, that the Seller or the Master Servicer may in its
discretion undertake any such action which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder if the Certificateholders
offer to the Seller or the Master Servicer, as the case may be, reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby. In such event, the legal expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Estate, and the Seller or the Master Servicer shall be
entitled to be reimbursed therefor out of the Certificate Account, and such
amounts shall, on the following Distribution Date or Distribution Dates, be
allocated in reduction of distributions on the Class A, Class M and Class B
Certificates in the same manner as Realized Losses are allocated pursuant to
Section 4.02(a).
Section 6.04. Resignation of the Master Servicer.
The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee and
the Trust Administrator. No such resignation shall become effective until the
Trustee, the Trust Administrator or a successor servicer shall have assumed the
Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.
Section 6.05. Compensation to the Master Servicer.
The Master Servicer shall be entitled to receive a monthly fee equal to the
Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
Section 6.06. Assignment or Delegation of Duties by Master Servicer.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee and the Trust Administrator,
and any agreement, instrument or act purporting to effect any such assignment,
transfer, delegation or appointment shall be void. Notwithstanding the
foregoing, the Master Servicer shall have the right without the prior written
consent of the Trustee or the Trust Administrator (i) to assign its rights and
delegate its duties and obligations hereunder; provided, however, that (a) the
purchaser or transferee accepting such assignment or delegation is qualified to
service mortgage loans for FNMA or FHLMC, is satisfactory to the Trustee and the
Trust Administrator, in the exercise of its reasonable judgment, and executes
and delivers to the Trustee and the Trust Administrator an agreement, in form
and substance reasonably satisfactory to the Trustee and the Trust
Administrator, which contains an assumption by such purchaser or transferee of
the due and punctual performance and observance of each covenant and condition
to be performed or observed by the Master Servicer hereunder from and after the
date of such agreement; and (b) each applicable Rating Agency's rating of any
Certificates in effect immediately prior to such assignment, sale or transfer is
not reasonably likely to be qualified, downgraded or withdrawn as a result of
such assignment, sale or transfer and the Certificates are not reasonably likely
to be placed on credit review status by any such Rating Agency; and (ii) to
delegate to, subcontract with, authorize, or appoint an affiliate of the Master
Servicer to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Master Servicer under this Agreement and hereby
agrees so to delegate, subcontract, authorize or appoint to an affiliate of the
Master Servicer any duties, covenants or obligations to be performed and carried
out by the Master Servicer to the extent that such duties, covenants or
obligations are to be performed in any state or states in which the Master
Servicer is not authorized to do business as a foreign corporation but in which
the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee, the Trust Administrator or the Seller under this Agreement, incurred by
it prior to the time that the conditions contained in clause (i) above are met.
Section 6.07. Indemnification of Trustee, Trust Administrator and Seller by
Master Servicer.
The Master Servicer shall indemnify and hold harmless the Trustee, the
Trust Administrator and the Seller and any director, officer or agent thereof
against any loss, liability or expense, including reasonable attorney's fees,
arising out of, in connection with or incurred by reason of willful misfeasance,
bad faith or negligence in the performance of duties of the Master Servicer
under this Agreement or by reason of reckless disregard of its obligations and
duties under this Agreement. Any payment pursuant to this Section made by the
Master Servicer to the Trustee, the Trust Administrator or the Seller shall be
from such entity's own funds, without reimbursement therefor. The provisions of
this Section 6.07 shall survive the termination of this Agreement.
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to
the Paying Agent as required by Section 4.03 or (b) to distribute or
cause to be distributed to Certificateholders any payment required to
be made by the Master Servicer under the terms of this Agreement
which, in either case, continues unremedied for a period of three
business days after the date upon which written notice of such
failure, requiring the same to be remedied, shall have been given to
the Master Servicer by the Trustee or to the Master Servicer and the
Trustee by the holders of Certificates evidencing in the aggregate not
less than 25% of the aggregate Voting Interest represented by all
Certificates; or
(ii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the covenants
or agreements on the part of the Master Servicer in the Certificates
or in this Agreement which continues unremedied for a period of 60
days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Master Servicer
by the Trustee, or to the Master Servicer and the Trustee by the
holders of Certificates evidencing in the aggregate not less than 25%
of the aggregate Voting Interest represented by all Certificates; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged and unstayed
for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee
in any bankruptcy, insolvency, readjustment of debt, marshaling of
assets and liabilities, voluntary liquidation or similar proceedings
of or relating to the Master Servicer, or of or relating to all or
substantially all of its property; or
(v) the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency, bankruptcy or reorganization
statute, make an assignment for the benefit of its creditors or
voluntarily suspend payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of
all or substantially all of its assets; or consolidate with or merge
into another entity or shall permit another entity to consolidate or
merge into it, such that the resulting entity does not meet the
criteria for a successor servicer, as specified in Section 6.02
hereof; or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both FNMA and FHMLC, which
ineligibility continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and 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 or the Trust Administrator shall have
knowledge of any failure of the Master Servicer specified in Section 7.01(i) or
(ii) which would become an Event of Default upon the Master Servicer's failure
to remedy the same after notice, the Trustee or Trust Administrator may, but
need not if the Trustee or Trust Administrator, as the case may be, deems it not
in the Certificateholders' best interest, give notice thereof to the Master
Servicer. For all purposes of this Agreement, in the absence of actual knowledge
by a corporate trust officer of the Trustee or the Trust Administrator, the
Trustee or the Trust Administrator, as the case may be, shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder.
Section 7.05. Trustee to Act; Appointment of Successor.
When the Master Servicer receives notice of termination pursuant to Section
7.01 or the Trustee or the Trust Administrator receives the resignation of the
Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the
Trust Administrator on behalf of the Trustee shall be the successor in all
respects to the Master Servicer in its capacity as master servicer under this
Agreement and the transactions set forth or provided for herein and shall have
the rights and powers and be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event that
the Trust Administrator is succeeding to the Master Servicer as the Master
Servicer, as compensation therefor, the Trust Administrator shall be entitled to
receive monthly such portion of the Master Servicing Fee, together with such
other servicing compensation as is agreed to at such time by the Trust
Administrator and the Master Servicer, but in no event more than 25% thereof
until the date of final cessation of the Master Servicer's servicing activities
hereunder. Notwithstanding the above, the Trust Administrator may, if it shall
be unwilling to so act, or shall, if it is unable to so act or to obtain a
qualifying bid as described below, appoint, or petition a court of competent
jurisdiction to appoint, any housing and home finance institution, bank or
mortgage servicing institution having a net worth of not less than $10,000,000
and meeting such other standards for a successor servicer as are set forth
herein, as the successor to the Master Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Master
Servicer hereunder; provided, however, that until such a successor master
servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer hereunder, the Trust Administrator shall
continue as the successor to the Master Servicer as provided above. The
compensation of any successor master servicer so appointed shall not exceed the
compensation specified in Section 6.05 hereof. In the event the Trust
Administrator is required to solicit bids as provided above, the Trust
Administrator shall solicit, by public announcement, bids from housing and home
finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
by either Rating Agency and the retention thereof by the Master Servicer would
avert such revocation, downgrading or review.
Section 7.06. Notification to Certificateholders.
Upon any termination of the Master Servicer or appointment of a successor
master servicer, in each case as provided herein, the 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 AND THE TRUST ADMINISTRATOR
Section 8.01. Duties of Trustee.
The Trustee and the Trust Administrator, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee and the Trust Administrator,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee and the Trust Administrator, which are
specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the Trustee
and the Trust Administrator from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the
duties and obligations of the Trustee and the Trust Administrator
shall be determined solely by the express provisions of this
Agreement, the Trustee and the Trust Administrator shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and
the Trust Administrator and, in the absence of bad faith on the part
of the Trustee and the Trust Administrator, the Trustee and the Trust
Administrator may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and the Trust
Administrator, and conforming to the requirements of this Agreement;
(ii) The Trustee and the Trust Administrator shall not be
personally liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with the
direction of holders of Certificates which evidence in the aggregate
not less than 25% of the Voting Interest represented by all
Certificates relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee and the Trust
Administrator, or exercising any trust or power conferred upon the
Trustee and the Trust Administrator, under this Agreement; and
(iii) the Trustee shall not be liable for any error of judgment
made in good faith by any of its Responsible Officers, unless it shall
be proved that the Trustee or such Responsible Officer was negligent
in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee or the Trust Administrator to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Section 8.02. Certain Matters Affecting the Trustee and the Trust Administrator.
Except as otherwise provided in Section 8.01:
(i) Each of the Trustee and the Trust Administrator may rely and
shall be protected in acting or refraining from acting upon any
resolution, Officers' Certificate, certificate of auditors or any
other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by
the proper party or parties;
(ii) Each of the Trustee and the Trust Administrator may consult
with counsel, and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance
with such Opinion of Counsel;
(iii) Neither of the Trustee nor the Trust Administrator shall be
personally liable for any action taken, suffered or omitted by it in
good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement;
and
(iv) Each of the Trustee and the Trust Administrator may execute
any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys.
Section 8.03. Neither Trustee nor Trust Administrator Required to Make
Investigation.
Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, neither the Trustee nor
the Trust Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, Mortgage,
Mortgage Note or other paper or document (provided the same appears regular on
its face), unless requested in writing to do so by holders of Certificates
evidencing in the aggregate not less than 51% of the Voting Interest represented
by all Certificates; provided, however, that if the payment within a reasonable
time to the Trustee or the Trust Administrator of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee or the Trust Administrator, not reasonably assured
to the Trustee or the Trust Administrator by the security afforded to it by the
terms of this Agreement, the Trustee or the Trust Administrator may require
reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such investigation shall be paid by
the Master Servicer or, if paid by the Trustee or the Trust Administrator, shall
be repaid by the Master Servicer upon demand.
Section 8.04. Neither Trustee nor Trust Administrator Liable for Certificates or
Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and neither the Trustee nor the Trust Administrator
assumes responsibility as to the correctness of the same. The Trustee makes no
representation for the correctness of the same. Neither the Trustee nor the
Trust Administrator makes any representation as to the validity or sufficiency
of this Agreement or of the Certificates or of any Mortgage Loan or related
document. Subject to Section 2.04, neither the Trustee nor the Trust
Administrator shall be accountable for the use or application by the Seller of
any of the Certificates or of the proceeds of such Certificates, or for the use
or application of any funds paid to the Master Servicer in respect of the
Mortgage Loans deposited into the Certificate Account by the Master Servicer or,
in its capacity as trustee, for investment of any such amounts.
Section 8.05. Trustee and Trust Administrator May Own Certificates.
Each of the Trustee, the Trust Administrator and any agent thereof, in its
individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee, Trust
Administrator or such agent.
Section 8.06. The Master Servicer to Pay Fees and Expenses.
The Master Servicer covenants and agrees to pay to each of the Trustee and
the Trust Administrator from time to time, and each of the Trustee and the Trust
Administrator shall be entitled to receive, reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee or the Trust Administrator, as the
case may be, and the Master Servicer will pay or reimburse the Trustee or the
Trust Administrator, as the case may be, upon its request for all reasonable
expenses, disbursements and advances incurred or made by it in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement, or advance as
may arise from its negligence or bad faith.
Section 8.07. Eligibility Requirements.
Each of the Trustee and the Trust Administrator hereunder shall at all
times (i) be a corporation or association having its principal office in a state
and city acceptable to the Seller, organized and doing business under the laws
of such state or the United States of America, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, or shall be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that its
separate capital and surplus shall at all times be at least the amount specified
in Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a credit
rating or be otherwise acceptable to the Rating Agencies such that neither of
the Rating Agencies would reduce their respective then current ratings of the
Certificates (or have provided such security from time to time as is sufficient
to avoid such reduction) as evidenced in writing by each Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, such
entity shall resign immediately in the manner and with the effect specified in
Section 8.08.
Section 8.08. Resignation and Removal.
Either of the Trustee or the Trust Administrator may at any time resign and
be discharged from the trust hereby created by giving written notice of
resignation to the Master Servicer, such resignation to be effective upon the
appointment of a successor trustee. Upon receiving such notice of resignation,
the Master Servicer shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning entity and one copy to its successor. If no successor trustee shall
have been appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee or Trust
Administrator, as the case may be, may petition any court of competent
jurisdiction for the appointment of a successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall cease to be
eligible in accordance with the provisions of Section 8.07 and shall fail to
resign after written request for its resignation by the Master Servicer, or if
at any time the Trustee or the Trust Administrator shall become incapable of
acting, or an order for relief shall have been entered in any bankruptcy or
insolvency proceeding with respect to such entity, or a receiver of such entity
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of the property or
affairs of the Trustee or the Trust Administrator for the purpose of
rehabilitation, conversion or liquidation, or the Master Servicer shall deem it
necessary in order to change the situs of the Trust Estate for state tax
reasons, then the Master Servicer shall remove the Trustee and/or the Trust
Administrator, as the case may be, and appoint a successor trustee and/or
successor trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or Trust Administrator so
removed and one copy to the successor trustee or successor trust administrator,
as the case may be.
The Holders of Certificates evidencing in the aggregate not less than 51%
of the Voting Interests represented by all Certificates (except that any
Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and/or the Trust Administrator and appoint a successor by written instrument or
instruments, in triplicate, signed by such holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set of which shall be delivered to the entity or
entities so removed and one complete set of which shall be delivered to the
successor so appointed.
Any resignation or removal of the Trustee or the Trust Administrator and
appointment of a successor pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor as
provided in Section 8.09.
Section 8.09. Successor.
Any successor trustee or successor trust administrator appointed as
provided in Section 8.08 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee or trust administrator, as the case may
be, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee or trust administrator shall
become effective, and such successor, without any further act, deed or
reconveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee or trust administrator, as the case may be, herein. The
predecessor trustee or trust administrator shall deliver to its successor all
Owner Mortgage Loan Files and related documents and statements held by it
hereunder (other than any Owner Mortgage Loan Files at the time held by a
Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Seller, the Master Servicer and the predecessor entity shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee or successor trust administrator, as the case may be, all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07.
Upon acceptance of appointment by a successor as provided in this Section,
the Master Servicer shall mail notice of the succession of such trustee or trust
administrator hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Master Servicer fails to mail such
notice within ten days after acceptance of the successor trustee or trust
administrator, as the case may be, the successor trustee or trust administrator
shall cause such notice to be mailed at the expense of the Master Servicer.
Section 8.10. Merger or Consolidation.
Any Person into which either the Trustee or the Trust Administrator may be
merged or converted or with which it may be consolidated, to which it may sell
or transfer its corporate trust business and assets as a whole or substantially
as a whole or any Person resulting from any merger, sale, transfer, conversion
or consolidation to which the Trustee or the Trust Administrator shall be a
party, or any Person succeeding to the business of such entity, shall be the
successor of the Trustee or Trust Administrator, as the case may be, hereunder;
provided, however, that (i) such Person shall be eligible under the provisions
of Section 8.07, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding, and (ii) the Trustee or the Trust Administrator, as the case
may be, shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal,
state or local tax or cause either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC, which Opinion of Counsel shall be at the sole
expense of the Trustee or the Trust Administrator, as the case may be.
Section 8.11. Authenticating Agent.
The Trust Administrator may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trust Administrator in authenticating
Certificates. Wherever reference is made in this Agreement to the authentication
of Certificates by the Trust Administrator or the Trust Administrator's
countersignature, such reference shall be deemed to include authentication on
behalf of the Trust Administrator by the Authenticating Agent and a certificate
of authentication executed on behalf of the Trust Administrator by the
Authenticating Agent. The Authenticating Agent must be acceptable to the Seller
and the Master Servicer and must be a corporation organized and doing business
under the laws of the United States of America or of any state, having a
principal office and place of business in a state and city acceptable to the
Seller and the Master Servicer, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trust
Administrator or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30 days'
advance written notice of resignation to the Trustee, the Trust Administrator,
the Seller and the Master Servicer. The Trust Administrator may at any time
terminate the agency of the Authenticating Agent by giving written notice
thereof to the Authenticating Agent, the Seller and the Master Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case at any
time the Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trust Administrator promptly shall appoint
a successor Authenticating Agent, which shall be acceptable to the Master
Servicer, and shall give written notice of such appointment to the Seller, and
shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trust Administrator. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.
Section 8.12. Separate Trustees and Co-Trustees.
The Trustee shall have the power from time to time to appoint one or more
persons or corporations to act either as co-trustees jointly with the Trustee,
or as separate trustees, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business, where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer that such separate trustee or co-trustee is necessary or
advisable) under the laws of any state in which a Mortgaged Property is located
or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a Mortgaged Property is located or in any
state in which any portion of the Trust Estate is located. The Master Servicer
shall advise the Trustee when, in its good faith opinion, a separate trustee or
co-trustee is necessary or advisable as aforesaid. The separate trustees or
co-trustees so appointed shall be trustees for the benefit of all of the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; provided, however, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys
shall be exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred
or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed
(whether as Trustee hereunder or as successor to the Master Servicer
hereunder) the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Estate or any
portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other
separate trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee so appointed by it, if such
resignation or removal does not violate the other terms of this
Agreement.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.07 hereunder and no
notice to Certificateholders of the appointment thereof shall be required under
Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent
necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
Section 8.13. Appointment of Custodians.
The Trust Administrator may at any time on or after the Closing Date, with
the consent of the Master Servicer and the Seller, appoint one or more
Custodians to hold all or a portion of the Owner Mortgage Loan Files as agent
for the Trust Administrator, by entering into a Custodial Agreement. Subject to
this Article VIII, the Trust Administrator agrees to comply with the terms of
each Custodial Agreement and to enforce the terms and provisions thereof against
the Custodian for the benefit of the Certificateholders. Each Custodian shall be
a depository institution subject to supervision by federal or state authority,
shall have a combined capital and surplus of at least $10,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Owner
Mortgage Loan File. Each Custodial Agreement may be amended only as provided in
Section 10.01(a).
Section 8.14. Tax Matters; Compliance with REMIC Provisions.
(a) Each of the Trustee, the Trust Administrator and the Master Servicer
covenants and agrees that it shall perform its duties hereunder in a manner
consistent with the REMIC Provisions and shall not knowingly take any action or
fail to take any action that would (i) affect the determination of the Trust
Estate's status as two separate REMICs; or (ii) cause the imposition of any
federal, state or local income, prohibited transaction, contribution or other
tax on either the Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate.
The Master Servicer, or, in the case of the execution of any tax return or other
action required by law to be performed directly by the Trust Administrator, the
Trust Administrator, shall (i) prepare or cause to be prepared, timely cause to
be signed by the Trustee and file or cause to be filed annual federal and
applicable state and local income tax returns for each of the Upper-Tier REMIC
and the Lower-Tier REMIC using a calendar year as the taxable year and the
accrual method of accounting; (ii) in the first such federal tax returns, make,
or cause to be made, elections satisfying the requirements of the REMIC
Provisions, on behalf of the Trust Estate, to treat each of the Upper-Tier REMIC
and the Lower-Tier REMIC as a REMIC; (iii) prepare, execute and forward, or
cause to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the Trust Estate, as
and when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the Trust Administrator and calculated on a monthly basis by using the
issue price of the Certificates; (iv) make available information necessary for
the application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms SS-4 and 8811 and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the
Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans, other
assets and liabilities of each REMIC, and the fair market value and adjusted
basis of the property of each REMIC determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11,
Class A-12, Class A-13, Class A-14, Class A-15, Class A-17 and Class A-R
Certificates, the Class A-16 Accretion Directed Component, the Class A-16
Accrual Component, the Class A-16 PAC Component, the Class A-16 TAC Component,
the Class A-16 IO Component, the Class A-16 PO Component, the Class M
Certificates and the Class B-l, Class B-2, Class B-3, Class B-4 and Class B-5
Certificates and the interests in the Lower-Tier REMIC represented by the Class
A-L1, Class A-L2, Class A-L3, Class A-L4, Class A-L5, Class A-L6, Class A-L7,
Class A-L9, Class A-L13, Class A-L16, Class A-LPO, Class A-LUR, Class B-L1,
Class B-L2, Class B-L3, Class B-L4, Class B-L5 and Class M-L Interests and the
Class A-LR Certificate; (viii) exercise reasonable care not to allow the
occurrence of any "prohibited transactions" within the meaning of Code Section
860F(a), unless the Master Servicer shall have provided an Opinion of Counsel to
the Trustee and the Trust Administrator that such occurrence would not (a)
result in a taxable gain, (b) otherwise subject either the Upper-Tier REMIC or
Lower-Tier REMIC or the Trust Estate to tax or (c) cause the Trust Estate to
fail to qualify as two separate REMICs; (ix) exercise reasonable care not to
allow either the Upper-Tier REMIC or the Lower-Tier REMIC to receive income from
the performance of services or from assets not permitted under the REMIC
Provisions to be held by a REMIC; (x) pay (on behalf of the Upper-Tier REMIC or
the Lower-Tier REMIC) the amount of any federal income tax, including, without
limitation, prohibited transaction taxes, taxes on net income from foreclosure
property, and taxes on certain contributions to a REMIC after the Startup Day,
imposed on the Upper-Tier REMIC or Lower-Tier REMIC, as the case may be, when
and as the same shall be due and payable (but such obligation shall not prevent
the Master Servicer or any other appropriate Person from contesting any such tax
in appropriate proceedings and shall not prevent the Master Servicer from
withholding or depositing payment of such tax, if permitted by law, pending the
outcome of such proceedings); and (xi) if required or permitted by the Code and
applicable law, act as "tax matters person" for the Upper-Tier REMIC or the
Lower-Tier REMIC within the meaning of Treasury Regulations Section 1.860F-4(d),
and the Master Servicer is hereby designated as agent of the Class A-R and Class
A-LR Certificateholders for such purpose (or if the Master Servicer is not so
permitted, the Holders of the Class A-R and Class A-LR Certificates shall be tax
matters persons in accordance with the REMIC Provisions). The Master Servicer
shall be entitled to be reimbursed pursuant to Section 3.02 for any taxes paid
by it pursuant to clause (x) of the preceding sentence, except to the extent
that such taxes are imposed as a result of the bad faith, willful misfeasance or
gross negligence of the Master Servicer in the performance of its obligations
hereunder. The Trustee shall sign the tax returns referred to in clause (i) of
the second preceding sentence. In order to enable the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, to perform its duties as set
forth above, the Seller shall provide, or cause to be provided, to the Master
Servicer within ten days after the Closing Date all information or data that the
Master Servicer determines to be relevant for tax purposes to the valuations and
offering prices of the Certificates, including, without limitation, the price,
yield, prepayment assumption and projected cash flows of each Class and Subclass
of Certificates and the Mortgage Loans in the aggregate. Thereafter, the Seller
shall provide to the Master Servicer, the Trust Administrator or the Trustee, as
the case may be, promptly upon request therefor, any such additional information
or data that the Master Servicer, the Trust Administrator or the Trustee, as the
case may be, may from time to time, request in order to enable the Master
Servicer to perform its duties as set forth above. The Seller hereby indemnifies
the Master Servicer, the Trust Administrator or the Trustee, as the case may be,
for any losses, liabilities, damages, claims or expenses of the Master Servicer,
the Trust Administrator or the Trustee arising from any errors or
miscalculations by the Master Servicer, the Trust Administrator or the Trustee
pursuant to this Section that result from any failure of the Seller to provide,
or to cause to be provided, accurate information or data to the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, on a timely basis.
The Master Servicer hereby indemnifies the Seller, the Trust Administrator and
the Trustee for any losses, liabilities, damages, claims or expenses of the
Seller, the Trust Administrator or the Trustee arising from the Master
Servicer's willful misfeasance, bad faith or gross negligence in preparing any
of the federal, state and local tax returns of the REMIC as described above. In
the event that the Trust Administrator prepares any of the federal, state and
local tax returns of the REMIC as described above, the Trust Administrator
hereby indemnifies the Seller, the Master Servicer and the Trustee for any
losses, liabilities, damages, claims or expenses of the Seller, the Master
Servicer or the Trustee arising from the Trust Administrator's willful
misfeasance, bad faith or negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each of the
Master Servicer, the Trust Administrator and the Trustee shall pay from its own
funds, without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate (including, without
limitation, any and all federal, state or local taxes, including taxes imposed
on "prohibited transactions" within the meaning of the REMIC Provisions) if and
to the extent that such costs, liabilities and expenses arise from a failure of
the Master Servicer, the Trust Administrator or the Trustee to perform its
obligations under this Section 8.14.
Section 8.15. Monthly Advances.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trust Administrator shall make a Periodic Advance as
required by Section 3.03 hereof; provided, however, the Trust Administrator
shall not be required to make such Periodic Advances if prohibited by law or if
it determines that such Periodic Advance would be a Nonrecoverable Advance. With
respect to those Periodic Advances which should have been made by Norwest
Mortgage, the Trust Administrator shall be entitled, pursuant to Section
3.02(a)(i), (ii) or (v) hereof, to be reimbursed from the Certificate Account
for Periodic Advances and Nonrecoverable Advances made by it.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the Seller or Liquidation of All
Mortgage Loans.
Subject to Section 9.02, the respective obligations and responsibilities of
the Seller, the Master Servicer, the Trust Administrator and the Trustee created
hereby (other than the obligation of the Trust Administrator to make certain
payments after the Final Distribution Date to Certificateholders and the
obligation of the Master Servicer to send certain notices as hereinafter set
forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate 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 11.26. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trust Administrator the certification
required by Section 3.04 and the Trust Administrator and the Custodian shall,
promptly following payment of the purchase price, release to the Seller the
Owner Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trust Administrator
for payment of the final distribution and cancellation, shall be given promptly
by the Master Servicer (if it is exercising its right to purchase the assets of
the Trust Estate) or by the Trust Administrator (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trust Administrator
therein designated, (B) the amount of any such final payment and (C) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made (except in the case of any Class A Certificate surrendered
on a prior Distribution Date pursuant to Section 4.01) only upon presentation
and surrender of the Certificates at the office or agency of the Trust
Administrator therein specified. If the Master Servicer is obligated to give
notice to Certificateholders as aforesaid, it shall give such notice to the
Trust Administrator and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Subclasses of Class A Certificates, the respective
Class A Subclass Principal Balance together with any related Class A Subclass
Unpaid Interest Shortfall and one month's interest in an amount equal to the
respective Class A Subclass Interest Accrual Amount, (ii) as to the Class M
Certificates, the Class M Principal Balance together with any related Class M
Unpaid Interest Shortfall and one month's interest at the Class M Pass-Through
Rate on the Class M Principal Balance, (iii) as to the Subclasses of Class B
Certificates, the respective Class B Subclass Principal Balance together with
any related Class B Subclass Unpaid Interest Shortfall and one month's interest
in an amount equal to the respective Class B Subclass Interest Accrual Amount
and (iv) as to the Class A-R and Class A-LR Certificates, the amounts, if any,
which remain on deposit in the Upper-Tier Certificate Account and the
Certificate Account, respectively (other than amounts retained to meet claims)
after application pursuant to clauses (i), (ii) and (iii) above and payment to
the Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Such amount shall be distributed in respect of interest and principal
in respect of the Uncertificated Lower-Tier Interests in the same amounts as
distributed to their Corresponding Upper-Tier Class, Classes, Component or
Components in the manner specified in Section 4.01(a)(ii). Notwithstanding the
foregoing, if the price paid pursuant to clause (i) of the first paragraph of
this Section 9.01, after reimbursement to the Servicers, the Master Servicer and
the Trust Administrator of any Periodic Advances, is insufficient to pay in full
the amounts set forth in clauses (i), (ii) and (iii) of this paragraph, then any
shortfall in the amount available for distribution to Certificateholders shall
be allocated in reduction of the amounts otherwise distributable on the Final
Distribution Date in the same manner as Realized Losses are allocated pursuant
to Sections 4.02(b) and 4.02(g) hereof. Such distribution on the Final
Distribution Date shall be in lieu of the distribution otherwise required to be
made on such Distribution Date in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Trust Administrator shall on such date cause
all funds, if any, in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer (if
it exercised its right to purchase the assets of the Trust Estate) or the Trust
Administrator (in any other case) shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within three months
after the second notice all the Certificates shall not have been surrendered for
cancellation, the Trust Administrator may take appropriate steps, or may appoint
an agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds on deposit in such escrow account.
Section 9.02. Additional Termination Requirements.
In the event of a termination of the Trust Estate upon the exercise by the
Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trust Administrator has received an Opinion of Counsel to the effect
that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to federal tax or cause the Trust Estate to fail to qualify as
two separate REMICs at any time that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section 9.01
shall provide that such notice constitutes the adoption of a plan of
complete liquidation of the Upper-Tier REMIC and Lower-Tier REMIC as
of the date of such notice (or, if earlier, the date on which the
first such notice is mailed to Certificateholders). The Master
Servicer shall also specify such date in a statement attached to the
final tax returns of the Upper-Tier REMIC and Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trust
Administrator shall sell all of the assets of the Trust Estate to the
Seller for cash at the purchase price specified in Section 9.01 and
shall distribute such cash within 90 days of such adoption in the
manner specified in Section 9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to
time by the Seller, the Master Servicer, the Trust Administrator and the
Trustee, without the consent of any of the Certificateholders, (i) to cure any
ambiguity or mistake, (ii) to correct or supplement any provisions herein or
therein which may be inconsistent with any other provisions herein or therein,
(iii) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of the Trust Estate as two
separate REMICs at all times that any Certificates are outstanding or to avoid
or minimize the risk of the imposition of any federal tax on the Trust Estate,
the Upper-Tier REMIC or the Lower-Tier REMIC pursuant to the Code that would be
a claim against the Trust Estate, provided that (a) the Trustee and the Trust
Administrator have received an Opinion of Counsel to the effect that such action
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action shall not, as
evidenced by such Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder, (iv) to change the timing and/or nature
of deposits into the Upper-Tier Certificate Account and Certificate Account
provided that (a) such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder
and (b) such change shall not adversely affect the then-current rating of the
Certificates as evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders will
be subject to a tax caused by a transfer to a non-permitted transferee and (vi)
to make any other provisions with respect to matters or questions arising under
this Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to
time by the Seller, the Master Servicer, the Trust Administrator and the Trustee
with the consent of the Holders of Certificates evidencing in the aggregate not
less than 66-2/3% of the aggregate Voting Interests of each Class or Subclass of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
such Custodial Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class or Subclass; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interest of the Holders of
Certificates of any Class or Subclass in a manner other than as described in
clause (i) hereof without the consent of Holders of Certificates of such Class
or Subclass evidencing, as to such Class or Subclass, Voting Interests
aggregating not less than 66-2/3% or (iii) reduce the aforesaid percentage of
Certificates of any Class or Subclass the Holders of which are required to
consent to any such amendment, without the consent of the Holders of all
Certificates of such Class or Subclass then outstanding.
Notwithstanding any contrary provision of this Agreement, neither the
Trustee nor the Trust Administrator shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel to the
effect that such amendment will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to tax or cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trust Administrator shall furnish written notification
of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trust Administrator may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the Master
Servicer may, from time to time, amend Schedule I hereto without the consent of
any Certificateholder, the Trust Administrator or the Trustee; provided,
however, (i) that such amendment does not conflict with any provisions of the
related Servicing Agreement, (ii) that the related Servicing Agreement provides
for the remittance of each type of Unscheduled Principal Receipts received by
such Servicer during the Applicable Unscheduled Principal Receipt Period (as so
amended) related to each Distribution Date to the Master Servicer no later than
the 24th day of the month in which such Distribution Date occurs and (iii) that
such amendment is for the purpose of:
(a) changing the Applicable Unscheduled Principal Receipt Period for
Exhibit F-1 Mortgage Loans to a Mid-Month Receipt Period with
respect to all Unscheduled Principal Receipts; or
(b) changing the Applicable Unscheduled Principal Receipt Period for
all Mortgage Loans serviced by any Servicer to a Mid-Month
Receipt Period with respect to Full Unscheduled Principal
Receipts and to a Prior Month Receipt Period with respect to
Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section 10.01(b)
shall be promptly forwarded to the Trust Administrator.
Section 10.02. Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the applicable
recording office) is subject to recordation in all appropriate public offices
for real property records in all the towns or other comparable jurisdictions in
which any or all of the Mortgaged Properties are situated, and in any other
appropriate public office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trust Administrator, but
only upon direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder, solely
by virtue of its status as a Certificateholder, shall have any right to vote or
in any manner otherwise control the operation and management of the Trust
Estate, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder,
shall have any right by virtue or by availing of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trust Administrator a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
evidencing not less than 25% of the Voting Interest represented by all
Certificates shall have made written request upon the Trust Administrator to
institute such action, suit or proceeding in its own name as Trust Administrator
hereunder and shall have offered to the Trust Administrator such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trust Administrator, for 60 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding; it being understood
and intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and the Trust Administrator, that no one or more
Holders of Certificates shall have any right in any manner whatever by virtue or
by availing of any provision of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of such Certificates, or to obtain or
seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Agreement, except in the manner herein provided and
for the benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section, each and every Certificateholder and the Trust
Administrator shall be entitled to such relief as can be given either at law or
in equity.
Section 10.04. Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State
of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 10.05. Notices.
All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 7485 New Horizon Way,
Frederick, Maryland 21703, Attention: Chief Executive Officer, or such other
address as may hereafter be furnished to the Master Servicer and the Trustee in
writing by the Seller, (ii) in the case of the Master Servicer, to Norwest Bank
Minnesota, National Association, 5325 Spectrum Drive, Frederick, Maryland 21703,
Attention: Vice President or such other address as may hereafter be furnished to
the Seller and the Trustee in writing by the Master Servicer, (iii) in the case
of the Trustee, to the Corporate Trust Office and (iv) in the case of the Trust
Administrator, to the Corporate Trust Office, or such other address as may
hereafter be furnished to the Seller and the Master Servicer in writing by the
Trustee or the Trust Administrator, in each case Attention: Corporate Trust
Department. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice mailed or transmitted
within the time prescribed in this Agreement shall be conclusively presumed to
have been duly given, whether or not the addressee receives such notice,
provided, however, that any demand, notice or communication to or upon the
Seller, the Master Servicer, the Trust Administrator or the Trustee shall not be
effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by
an officer of the Master Servicer, the Master Servicer shall not be deemed to
have knowledge of any act or failure to act of any Servicer unless notified
thereof in writing by the Trustee, the Trust Administrator, such Servicer or a
Certificateholder.
Section 10.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 10.07. Special Notices to Rating Agencies.
(a) The Trust Administrator shall give prompt notice to each Rating Agency
of the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section
6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer
pursuant to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating Agency of
the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee or the Trust
Administrator pursuant to Section 8.08;
(iii) the appointment of a successor trustee or trust
administrator pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in the Master
Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
Section 10.08. Covenant of Seller.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
Section 10.09. Recharacterization.
The Parties intend the conveyance by the Seller to the Trustee of all of
its right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate. The Class A Fixed
Pass-Through Rate is 8.00% per annum.
Section 11.02. Cut-Off Date. The Cut-Off Date for the Certificates is
October 1, 1996.
Section 11.03. Cut-Off Date Aggregate Principal Balance. The Cut-Off Date
Aggregate Principal Balance is $415,062,233.90.
Section 11.04. Original Class A Percentage. The Original Class A Percentage
is 93.94740426%.
Section 11.05. Original Class A Subclass Principal Balances. As to the
following Subclasses of Class A Certificates, the Class A Subclass Principal
Balance of such Subclass as of the Cut-Off Date, as follows:
Original Class A
Class A Subclass Subclass Principal Balance
---------------- --------------------------
Class A-1 $ 60,299,000.00
Class A-2 $ 21,922,000.00
Class A-3 $ 5,952,000.00
Class A-4 $ 36,427,000.00
Class A-5 $ 13,948,000.00
Class A-6 $ 12,955,000.00
Class A-7 $ 40,568,000.00
Class A-8 $ 0.00
Class A-9 $ 16,433,000.00
Class A-10 $ 3,487,000.00
Class A-11 $ 17,024,000.00
Class A-12 $ 10,279,000.00
Class A-13 $ 12,312,000.00
Class A-14 $ 12,416,000.00
Class A-15 $ 12,567,000.00
Class A-16 $ 67,912,430.08
Class A-17 $ 45,656,000.00
Class A-R $ 100.00
Class A-LR $ 100.00
Section 11.06. Original Class A Non-PO Principal Balance. The Original
Class A Non-PO Principal Balance is $386,565,200.00.
Section 11.07. Original Class A-8 Notional Amount. The Original Class A-8
Notional Amount is $40,568,000.00.
Section 11.08. Original Class A-16 IO Component Notional Amount. The
Original Class A-16 IO Component Notional Amount is $39,573,000.00.
Section 11.09. Original Component Principal Balances. As to the following
Class A-16 Components, the Component Principal Balance of such Component as of
the Cut-Off Date, as follows:
Original Component
Class A-16 Components Principal Balance
--------------------- -----------------
Class A-16 Accretion Directed Component $ 3,078,000.00
Class A-16 Accrual Component $18,529,000.00
Class A-16 PAC Component $ 5,863,000.00
Class A-16 PO Component $ 3,592,430.08
Class A-16 TAC Component $36,850,000.00
Section 11.10. Original Subordinated Percentage. The Original Subordinated
Percentage is 6,05259574%.
Section 11.11. Original Class M Percentage. The Original Class M Percentage
is 2.26966837%.
Section 11.12. Original Class M Principal Balance. The Original Class M
Principal Balance is $9,339,000.00.
Section 11.13. Original Class M Fractional Interest. The Original Class M
Fractional Interest is 3.78292736%.
Section 11.14. Original Class B-1 Percentage. The Original Class B-1
Percentage is 1.51311225%.
Section 11.15. Original Class B-2 Percentage. The Original Class B-2
Percentage is 1.00882251%.
Section 11.16. Original Class B-3 Percentage. The Original Class B-3
Percentage is 0.50428974%.
Section 11.17. Original Class B-4 Percentage. The Original Class B-4
Percentage is 0.25226639%.
Section 11.18. Original Class B-5 Percentage. The Original Class B-5
Percentage is 0.50443648%.
Section 11.19. Original Class B Principal Balance. The Original Class B
Principal Balance is $15,565,603.82.
Section 11.20. 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 $6,226,000.00
Class B-2 $4,151,000.00
Class B-3 $2,075,000.00
Class B-4 $1,038,000.00
Class B-5 $2,075,603.82
Section 11.21. Original Class B-1 Fractional Interest. The Original Class
B-1 Fractional Interest is 2.26981511%.
Section 11.22. Original Class B-2 Fractional Interest. The Original Class
B-2 Fractional Interest is 1.26099261%.
Section 11.23. Original Class B-3 Fractional Interest. The Original Class
B-3 Fractional Interest is 0.75670287%.
Section 11.24. Original Class B-4 Fractional Interest. The Original Class
B-4 Fractional Interest is 0.50443648%.
Section 11.25. Closing Date. The Closing Date is October 30, 1996.
Section 11.26. 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
$41,506,223.39 (10% of the Cut-Off Date Aggregate Principal Balance) at the time
of any such purchase.
Section 11.27. Wire Transfer Eligibility. With respect to the Certificates
(other than the Class A-10, 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-10, Class A-R, Class A-LR, Class
B-2, Class B-3, Class B-4 and Class B-5 Certificates are not eligible for wire
transfer; provided, however, that notwithstanding the foregoing for so long as
the Class A-10 Certificates are held in the name of the Clearing Agency or a
nominee thereof, the Holder will be entitled to a wire transfer.
Section 11.28. Single Certificate. A Single Certificate for each Subclass
of Class A Certificates (other than Class A-8, Class A-12, Class A-16, Class
A-17, Class A-R and Class A-LR Certificates) represents a $25,000 Denomination.
A Single Certificate for the Class A-12, Class A-16, Class A-17, Class M, Class
B-1 and Class B-2 Certificates represents a $100,000 Denomination. A Single
Certificate for the Class A-8 Certificates represents $14,000,000 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 and
Class A-LR Certificates represents a $100 Denomination.
Section 11.29. Servicing Fee Rate. The rate used to calculate the Servicing
Fee is equal to 0.250% per annum.
Section 11.30. Master Servicing Fee Rate. The rate used to calculate the
Master Servicing Fee for each Mortgage Loan is 0.02% per annum.
Section 11.31. Initial Class A-7 Pass-Through Rate. The Initial Class A-7
Pass-Through Rate is 6.1375%.
Section 11.32. Initial Class A-8 Pass-Through Rate. The Initial Class A-8
Pass-Through Rate is 2.8625%.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
NORWEST ASSET SECURITIES CORPORATION
as Seller
By:
-------------------------------------
Name:
Title:
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By:
-------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
as Trust Administrator
By:
-------------------------------------
Name:
Title:
Attest:
By:
----------------------
Name:
--------------------
Title:
-------------------
FIRSTAR TRUST COMPANY
as Trustee
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 30th day of October, 1996, before me, a notary public in and for
the State of New York, personally B. David Bialzak, known to me who, being by me
duly sworn, did depose and say that he resides at Frederick, Maryland; that he
is a Vice President of Norwest Asset Securities Corporation, a Delaware
corporation, one of the parties that executed the foregoing instrument; and that
he signed his name thereto by order of the Board of Directors of said
corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
ss.:
COUNTY OF )
On this 30th day of October, 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]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 30th day of October, 1996, before me, a notary public in and for
the State of North Carolina, personally appeared -------------------, known to
me who, being by me duly sworn, did depose and say that s/he resides at
- -----------------, North Carolina; that s/he is a -------------------- of First
Union National Bank of North Carolina, a national banking association, one of
the parties that executed the foregoing instrument; and that s/he signed his/her
name thereto by order of the Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 30th day of October, 1996, before me, a notary public in and for
the State of North Carolina, personally appeared ---------------------, known to
me who, being by me duly sworn, did depose and say that he resides at
- ------------------, North Carolina; that he is a --------------------- of First
Union National Bank of North Carolina, a national banking association, one of
the parties that executed the foregoing instrument; and that s/he signed his
name thereto by order of the Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF WISCONSIN )
ss.:
COUNTY OF )
On this 30th day of October, 1996, before me, a notary public in and for
the State of Wisconsin, personally appeared -------------------, known to me
who, being by me duly sworn, did depose and say that s/he resides at
- ----------------, Wisconsin; that s/he is a -------------------- of Firstar
Trust Company, a ------------------------, one of the parties that executed the
foregoing instrument; and that s/he signed her/his name thereto by order of the
Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF WISCONSIN )
ss.:
COUNTY OF )
On this 30th day of October, 1996, before me, a notary public in and for
the State of Wisconsin, personally appeared -------------------, known to me
who, being by me duly sworn, did depose and say that s/he resides at
- ----------------, Wisconsin; that s/he is a -------------------- of Firstar
Trust Company, a ------------------------, one of the parties that executed the
foregoing instrument; and that s/he signed her/his name thereto by order of the
Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
SCHEDULE I
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1996-5 Applicable Unscheduled Principal Receipt Period
<TABLE>
<CAPTION>
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
- -------- ------------------ ------------------
<S> <C> <C>
BankAmerica Mortgage Prior Month Prior Month
Cimarron Mortgage Prior Month Prior Month
Citicorp Mortgage, Inc. Prior Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
First Union Mortgage Corporation Prior Month Prior Month
HomeSide Lending Prior Month Prior Month
National City Mortgage Company Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-1) Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-2) Mid-Month Mid-Month
Suntrust Mortgage, Inc. Prior Month Prior Month
</TABLE>
<PAGE>
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-1 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 7.25% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5 CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-2 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 7.25% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
-------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5 CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-3 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders of Class A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-3 Certificates applicable to each Distribution Date will be 7.25% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5 CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-4 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-4 Certificates applicable to each Distribution Date will be 7.25% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on October 30, 1996, and based on its issue
price of 98.49028%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus five days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
245% SPA (as defined in the Prospectus Supplement dated October 25, 1996 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-17, Class A-R, Class A-LR,
Class M, Class B-1 and Class B-2 Certificates) used to price this Certificate:
(i) the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 1.61041667%; (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 (October 30, 1996 to
November 25, 1996) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.01521705%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5 CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-5 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-5 Certificates applicable to each Distribution Date will be 8.00% 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 Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5 CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-6 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-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 7.50% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
-------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
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 TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5 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, TRUST ADMINISTRATOR OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,
THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY ANY
GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-7 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-7 Certificates required to be distributed to
Holders of Class A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-7 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. Interest on this Certificate will accrue with respect to each
Distribution Date during the period commencing on the 25th day of the month
preceding the month in which such Distribution Date occurs and ending on the
24th day of the month in which such Distribution Date occurs (each a "LIBOR
Based Interest Accrual Period"). The pass-through rate applicable with respect
to the initial LIBOR Based Interest Accrual Period will be 6.1375% per annum.
Thereafter, with respect to each LIBOR Based Interest Accrual Period, the
pass-through will be a per annum rate equal to the lesser of (i) 0.70% plus
LIBOR, as determined on the second business day preceding the commencement of
such LIBOR Based Interest Accrual Period, and (ii) 9.00%. 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 on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5 CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE MANNER
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $ (initial Class A-8 Notional
by this Certificate: % Amount
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-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. The Class A-8
Certificates are not entitled to receive distributions of principal. The
pass-through rate on the Class A-8 Certificates applicable to each Distribution
Date will be a floating rate of interest determined as provided herein and as
specified in the Agreement. Interest on this Certificate will accrue with
respect to each Distribution Date during the period commencing on the 25th day
of the month preceding the month in which such Distribution Date occurs and
ending on the 24th day of the month in which such Distribution Date occurs (each
a "LIBOR Based Interest Accrual Period"). The pass-through rate applicable with
respect to the initial LIBOR Based Interest Accrual Period will be 2.8625% per
annum. Thereafter, with respect to each LIBOR Based Interest Accrual Period, the
pass-through rate will be a per annum rate equal to 8.30% minus LIBOR, as
determined on the second business day preceding the commencement of such LIBOR
Based Interest Accrual Period, subject to a minimum rate of 0.00% and a maximum
rate of 8.30%. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-8 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on October 30, 1996, at an issue price of
3.69086% of the initial Class A-8 Notional Amount, including accrued interest,
and a stated redemption price at maturity equal to all interest distributions
hereon, and is issued with original issue discount ("OID") for federal income
tax purposes. Assuming (a) that this Certificate pays in accordance with
projected cash flows reflecting the prepayment assumption of 245% SPA (as
defined in the Prospectus Supplement dated October 25, 1996 with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-17, Class A-R, Class A-LR, Class M, Class
B-1 and Class B-2 Certificates) used to price this Certificate and (b) that the
interest rate at which distributions of interest on this Certificate actually
will be made will be determined as though the pass-through rate on this
Certificate applicable to the first Distribution Date will not change
thereafter: (i) the amount of OID as a percentage of the initial Class A-8
Notional Amount is approximately 6.55877663%; (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 63.02%; and (iii) the
amount of OID allocable to the short first accrual period (October 30, 1996 to
November 25, 1996) as a percentage of the initial Class A-8 Notional Amount,
calculated using the exact method, is approximately 0.16082973%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5 CLASS A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-9 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-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 7.25% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-9 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5 CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-10 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-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 7.25% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-10 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
---------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
---------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5 CLASS A-11
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-11 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-11 Certificates required to be distributed
to Holders of Class A-11 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-11 Certificates applicable to each Distribution Date will be 7.50% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-11 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5 CLASS A-12
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-12 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-12 Certificates required to be distributed
to Holders of Class A-12 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-12 Certificates applicable to each Distribution Date will be 8.00% 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-12 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-13
[FORM OF FACE OF CLASS A-13 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5 CLASS A-13
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-13 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-13 Certificates required to be distributed
to Holders of Class A-13 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-13 Certificates applicable to each Distribution Date will be 7.50% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-13 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
-------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-14
[FORM OF FACE OF CLASS A-14 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5 CLASS A-14
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-14 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-14 Certificates required to be distributed
to Holders of Class A-14 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-14 Certificates applicable to each Distribution Date will be 8.00% 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-14 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-15
[FORM OF FACE OF CLASS A-15 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5 CLASS A-15
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-15 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-15 Certificates required to be distributed
to Holders of Class A-15 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-15 Certificates applicable to each Distribution Date will be 8.00% 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-15 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-16
[FORM OF FACE OF CLASS A-16 CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5 CLASS A-16
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON A
PORTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-16 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-16 Certificates required to be distributed
to Holders of Class A-16 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. For the purposes of determining
distributions of interest and in reduction of principal balance, the Class A-16
Certificates consist of six components (each, a "Component" and individually,
the "Class A-16 Accretion Directed Component," "Class A-16 Accrual Component,"
the "Class A-16 IO Component," the "Class A-16 PAC Component," the "Class A-16
TAC Component" and the "Class A-16 PO Component"). The amount of interest which
accrues on the Class A-16 Certificates in any one-month period will equal the
sum of the interest which accrues on the Class A-16 Accretion Directed
Component, the Class A-16 Accrual Component, Class A-16 IO Component, the Class
A-16 PAC Component and the Class A-16 TAC Component. Interest with respect to
the Class A-16 IO Component will accrue during each one-month period in an
amount equal to the product of 1/12th of 1.50% and the product of (i)
28.768856094% and (ii) the sum of the Class A Subclass Principal Balances of the
Class A-1, Class A-2, Class A-3, Class A-4 and Class A-6 Certificates. Interest
with respect to the Class A-16 Accretion Directed Component, Class A-16 Accrual
Component, Class A-16 PAC Component and Class A-16 TAC Component will accrue
during each one-month period in an amount equal to the product of (i) 1/12th of
the Component Rate for such Component and (ii) the outstanding Component
Principal Balance of such Component. Prior to the Accretion Termination Date, no
distribution of interest on this Certificate with respect to its Class A-16
Accrual Component will be made. Prior to the Accretion Termination Date,
interest otherwise available for distribution on this Certificate with respect
to its Class A-16 Accrual Component will be added to the Component Principal
Balance of such Component on each Distribution Date. The amount of interest
which accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class A-16 Certificates with respect to
their Class A-16 Accretion Directed Component, Class A-16 Accrual Component,
Class A-16 IO Component, Class A-16 PAC Component and Class A-16 TAC Component.
The Class A-16 Certificates are not entitled to distributions of interest with
respect to its Class A-16 PO Component.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
No transfer of a Class A-16 Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on October 30, 1996, and based on its issue
price of 100.07527%, including accrued interest, and a stated redemption price
at maturity equal to its initial principal balance and all interest
distributions hereon (whether current or accrued), is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that (a) this
Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 245% SPA (as defined in the Prospectus Supplement dated
October 25, 1996 with respect to the offering of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-17,
Class A-R, Class A-LR, Class M, Class B-1 and Class B-2 Certificates) used to
price this Certificate and (b) that the interest rate at which distributions of
interest on this Certificate actually will be made will change only to reflect
the maturities of the components comprising the Class A-16 IO Component Notional
Amount and the maturities of the Components (other than the Class A-16 IO
Component): (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 62.79071632%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 8.42%; and
(iii) the amount of OID allocable to the short first accrual period (October 30,
1996 to November 25, 1996) as a percentage of the initial principal balance of
this Certificate, calculated using the exact method, is approximately
0.58456351%.
Each Component of this Certificate constitutes a "regular interest" in a
"real estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-17
[FORM OF FACE OF CLASS A-17 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5 CLASS A-17
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class A-17 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-17 Certificates required to be distributed
to Holders of Class A-17 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-17 Certificates applicable to each Distribution Date will be 8.00% 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-17 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE UPPER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32)
OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), OR ANY PERSON INVESTING THE ASSETS OF A PLAN.
PURCHASERS OF THIS CLASS A-R CERTIFICATE SHOULD BE AWARE THAT ON JANUARY 3,
1995, THE INTERNAL REVENUE SERVICE ISSUED PROPOSED REGULATIONS UNDER CODE
SECTION 475 THAT, IF ADOPTED IN FINAL FORM, WOULD APPLY TO THIS CLASS A-R
CERTIFICATE AND WOULD NOT PERMIT THIS CLASS A-R CERTIFICATE TO BE MARKED TO
MARKET.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
<PAGE>
THIS CERTIFIES THAT -------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of the Class A-R Certificate with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holders of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
will not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 8.00% 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 Trust Administrator
for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32)
OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), OR ANY PERSON INVESTING THE ASSETS OF A PLAN.
PURCHASERS OF THIS CLASS A-LR CERTIFICATE SHOULD BE AWARE THAT ON JANUARY 3,
1995, THE INTERNAL REVENUE SERVICE ISSUED PROPOSED REGULATIONS UNDER CODE
SECTION 475 THAT, IF ADOPTED IN FINAL FORM, WOULD APPLY TO THIS CLASS A-LR
CERTIFICATE AND WOULD NOT PERMIT THIS CLASS A-LR CERTIFICATE TO BE MARKED TO
MARKET.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
<PAGE>
THIS CERTIFIES THAT -------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of the Class A-LR Certificate with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A Subclass
Distribution Amount for the Class A-LR Certificate required to be distributed to
the Holders of the Class A-LR Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
will not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-LR Certificate applicable to each Distribution Date will be 8.00% 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-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the Trust Administrator
for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND THE CLASS M CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN 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 1996-5, CLASS B-1
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, which may include loans secured by shares issued by cooperative
housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class B-1 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and the Class M Certificates as specified in
the Agreement, any Class B-1 Distribution Amount required to be distributed to
Holders of Class B-1 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-1 Certificates applicable to each Distribution Date will be
8.00% 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, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, an opinion of counsel acceptable
to and in form and substance satisfactory to the Trust Administrator and the
Seller with respect to certain matters, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS M CERTIFICATES AND THE CLASS B-1 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN 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 1996-5, CLASS B-2
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, which may include loans secured by shares issued by cooperative
housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY ANY
GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class B-2 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates, the Class M Certificates and each Subclass
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to each Distribution Date will be
8.00% 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 Trust Administrator for that purpose in the notice of
final distribution.
No transfer of a Class B-2 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, an opinion of counsel acceptable
to and in form and substance satisfactory to the Trust Administrator and the
Seller with respect to certain matters, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS
B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN 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 1996-5, CLASS B-3
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, which may include loans secured by shares issued by cooperative
housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class B-3 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates, the Class M Certificates and each Subclass
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to each Distribution Date will be
8.00% 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 Trust Administrator for that purpose in the notice of
final distribution.
No transfer of a Class B-3 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, an opinion of counsel acceptable
to and in form and substance satisfactory to the Trust Administrator and the
Seller with respect to certain matters, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on October 30, 1996, and based on its issue
price of 82.36319%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus five days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
245% SPA (as defined in the Prospectus Supplement dated October 25, 1996 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-17, Class A-R, Class A-LR,
Class M, Class B-1 and Class B-2 Certificates) used to price this Certificate:
(i) the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 17.74791667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 10.88%; and (iii) the
amount of OID allocable to the short first accrual period (October 30, 1996 to
November 25, 1996) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.06650031%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS
B-2 CERTIFICATES AND THE CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN 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 1996-5, CLASS B-4
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, which may include loans secured by shares issued by cooperative
housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 25, 1996
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class B-4 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates, the Class M Certificates and each Subclass
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to each Distribution Date will be
8.00% 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 Trust Administrator for that purpose in the notice of
final distribution.
No transfer of a Class B-4 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, an opinion of counsel acceptable
to and in form and substance satisfactory to the Trust Administrator and the
Seller with respect to certain matters, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on October 30, 1996, and based on its issue
price of 65.64444%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus five days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
245% SPA (as defined in the Prospectus Supplement dated October 25, 1996 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-17, Class A-R, Class A-LR,
Class M, Class B-1 and Class B-2 Certificates) used to price this Certificate:
(i) the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 34.46666667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 14.61%; and (iii) the
amount of OID allocable to the short first accrual period (October 30, 1996 to
November 25, 1996) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.10997517%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS
B-2 CERTIFICATES, THE CLASS B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN 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 1996-5, CLASS B-5
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, which may include loans secured by shares issued by cooperative
housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates, the Class M Certificates and each Subclass
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to each Distribution Date will be
8.00% 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 Trust Administrator for that purpose in the notice of
final distribution.
No transfer of a Class B-5 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, an opinion of counsel acceptable
to and in form and substance satisfactory to the Trust Administrator and the
Seller with respect to certain matters, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on October 30, 1996, and based on its issue
price of 30.64444%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus five days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
245% SPA (as defined in the Prospectus Supplement dated October 25, 1996 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-17, Class A-R, Class A-LR,
Class M, Class B-1 and Class B-2 Certificates) used to price this Certificate:
(i) the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 69.46666667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 31.64%; and (iii) the
amount of OID allocable to the short first accrual period (October 30, 1996 to
November 25, 1996) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.11631892%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT C
[Form of Face of Class M Certificate]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE") OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), OR ANY PERSON INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO
CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-5, CLASS M
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 1996
CUSIP No.: First Distribution Date: November 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 October 30, 1996 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank of North Carolina, as trust
administrator (the "Trust Administrator") and Firstar Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates as specified in the Agreement, any Class M
Distribution Amount required to be distributed to Holders of Class M
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The Class M Pass-Through Rate applicable
to each Distribution Date will be 8.00% 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, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class M Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trust Administrator (i)
a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated: October 30, 1996
First Union National Bank of North Carolina,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT D
[Form of Reverse of Series 1996-5 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-5
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes and Subclasses designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event funds are advanced with respect to any
Mortgage Loan by a Servicer, the Master Servicer or the Trust Administrator,
such advances are reimbursable to such Servicer, the Master Servicer or the
Trust Administrator to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement to a Servicer, the Master Servicer or the
Trust Administrator, as applicable, of advances made by such Servicer, the
Master Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer, the Trust Administrator, and the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Seller, the Master Servicer, the Trust Administrator and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Voting Interests of each Class or Subclass of Certificates
affected thereby. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent is
made upon the Certificate. The Agreement also permits the amendment thereof in
certain circumstances without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
office or agency appointed by the Trust Administrator, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar, duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
Denominations evidencing the same Class and Subclass and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and Denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized Denominations evidencing the
same Class and Subclass and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the Trustee and
the Certificate Registrar, and any agent of the Seller, the Master Servicer, the
Trust Administrator, the Trustee or the Certificate Registrar, may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Seller, the Master Servicer, the Trust Administrator,
the Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement in respect of the Certificates and
the Trust Estate created thereby shall terminate upon the last action required
to be taken by the Trust Administrator on the Final Distribution Date pursuant
to the Agreement following the earlier of (i) the payment or other liquidation
(or advance with respect thereto) of the last Mortgage Loan subject thereto or
the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller from the
Trust Estate of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans; provided, however, that the Trust Estate will in
no event continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date of the Agreement.
The Agreement permits, but does not require, the Seller to purchase all
remaining Mortgage Loans and all property acquired in respect of any Mortgage
Loan at a price determined as provided in the Agreement. The exercise of such
option will effect early retirement of the Certificates, the Seller's right to
exercise such option being subject to the Pool Scheduled Principal Balance of
the Mortgage Loans as of the Distribution Date upon which the proceeds of such
repurchase are distributed being less than ten percent of the Cut-Off Date
Aggregate Principal Balance.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address
including postal zip code of assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like Denomination or Percentage Interest and Class or Subclass, to the
above named assignee and deliver such Certificate to the following address:
Social Security or other Identifying Number of Assignee:
- --------------------------------------------------------------------------------
Dated:
-----------------------------------
Signature by or on behalf of assignor
-----------------------------------
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, if the assignee is eligible to
receive distributions in immediately available funds, by wire transfer or
otherwise, in immediately available funds to
- ----------------------------------------------------------------- for the
account of ----------------------------------------------- account number
- -------------, or, if mailed by check, to
- -------------------------------------------------------. Applicable statements
should be mailed to ----------------------
- ----------------------------------------------------------------.
This information is provided by ----------------------, the
assignee named above, or -----------------------------------, as its agent.
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time,
the "Agreement"), dated as of -------------, by and among FIRST UNION NATIONAL
BANK OF NORTH CAROLINA, not individually, but solely as Trust Administrator
(including its successors under the Pooling and Servicing Agreement defined
below, the "Trust Administrator"), NORWEST ASSET SECURITIES CORPORATION
(together with any successor in interest, the "Seller"), NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION (together with any successor in interest or successor under
the Pooling and Servicing Agreement referred to below, the "Master Servicer")
and --------------------------- (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer, the Trust Administrator and
Firstar Trust Company, as trustee, have entered into a Pooling and Servicing
Agreement dated as of October 30, 1996 relating to the issuance of Mortgage
Pass-Through Certificates, Series 1996-5 (as in effect on the date of this
Agreement, the "Original Pooling and Servicing Agreement", and as amended and
supplemented from time to time, the "Pooling and Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trust
Administrator for the purposes of receiving and holding certain documents and
other instruments delivered by the Seller under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the Trust Administrator, the Seller, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall have
the meanings assigned in the Original Pooling and Servicing Agreement, unless
otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial Files. The
Custodian, as the duly appointed agent of the Trust Administrator for these
purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trust Administrator subsequent to the date hereof (the
"Custodial Files") as agent for the Trust Administrator, in trust, for the use
and benefit of all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File includes one
or more assignments to the Trust Administrator of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trust Administrator.
Section 2.4. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Seller or the Master Servicer as set forth in the Pooling and
Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trust Administrator.
Section 2.5. Custodian to Cooperate; Release of Custodial Files. Upon the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Master Servicer shall immediately notify the Custodian by a
certification (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate Account pursuant to Section 3.02 of
the Pooling and Servicing Agreement have been or will be so deposited) of a
Servicing Officer and shall request delivery to it of the Custodial File. The
Custodian agrees, upon receipt of such certification and request, promptly to
release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the Custodian a certificate
of a Servicing Officer requesting that possession of all, or any document
constituting part of, the Custodial File be released to the Master Servicer and
certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan. With
such certificate, the Master Servicer shall deliver to the Custodian a receipt
signed by a Servicing Officer on behalf of the Master Servicer, and upon receipt
of the foregoing, the Custodian shall deliver the Custodial File or such
document to the Master Servicer. The Master Servicer shall cause each Custodial
File or any document therein so released to be returned to the Custodian when
the need therefor by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account to the extent
required by the Pooling and Servicing Agreement or (ii) the Custodial File or
such document has been delivered to an attorney, or to a public Trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Custodial File or such document were
delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trust Administrator. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trust Administrator, holds such
documents for the benefit of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a Custodial
File shall be delivered by the Custodian to the Seller or the Master Servicer or
otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reasons of its acting as custodian
under this Agreement, including indemnification of the Custodian against any and
all expenses, including attorney's fees if counsel for the Custodian has been
approved by the Seller, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trust Administrator May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trust
Administrator shall either take custody of the Custodial Files itself and give
prompt notice thereof to the Seller, the Master Servicer and the Custodian or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trust Administrator shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so
appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In such
event, the Trust Administrator shall appoint, or petition a court of competent
jurisdiction to appoint, a successor Custodian hereunder. Any successor
Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trust
Administrator shall give prompt notice to the Seller and the Master Servicer of
the appointment of any successor Custodian. No successor Custodian shall have
been appointed and accepted appointment by the Trust Administrator without the
prior approval of the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Seller, the Master Servicer nor
the Trust Administrator shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trust Administrator shall
give prompt notice to the Custodian of any amendment or supplement to the
Pooling and Servicing Agreement and furnish the Custodian with written copies
thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of New York and shall be construed and enforced in
accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trust Administrator, but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
230 South Tryon Street
Charlotte, North Carolina, 28288 By:
----------------------------
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 Union
National Bank of North Carolina, 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>
<TABLE>
NASCOR
NMI / 1996-5 Exhibit F-1
20 THROUGH 30 YEAR FIXED RATE NON-RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ------- -------------------- ------ ----- -------- -------- -------- --------- -------- --------- --------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- ------- -------------------- ------ ----- -------- -------- -------- --------- -------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6990207 SAN RAFAEL CA 94903 SFD 8.750 8.000 $4,877.54 360 1-May-26 $618,190.26
6990262 LAGUNA NIGUEL CA 92677 SFD 8.250 7.980 $4,768.29 360 1-May-26 $631,969.73
6990357 DANVILLE CA 94506 SFD 8.625 8.000 $5,055.63 360 1-May-26 $648,053.45
6990627 SARATOGA CA 95070 SFD 8.500 8.000 $4,059.86 360 1-Jun-26 $526,706.89
6990664 POUND RIDGE NY 10576 SFD 8.250 7.980 $3,636.14 360 1-May-26 $482,435.43
6990706 SACRAMENTO CA 95864 SFD 7.500 7.230 $4,894.51 360 1-May-26 $697,369.78
6990707 RANCHO PALOS VERD CA 90275 SFD 8.250 7.980 $3,155.32 360 1-Jun-26 $417,869.30
6990739 HUGO MN 55038 SFD 8.125 7.855 $1,856.25 360 1-Apr-26 $244,409.70
6990761 BOULDER CO 80301 SFD 8.250 7.980 $4,883.24 360 1-Jun-26 $648,324.86
6990765 DENVER CO 80210 SFD 8.625 8.000 $2,115.59 360 1-Jun-26 $271,350.68
6990836 COCKEYSVILLE MD 21030 SFD 8.500 8.000 $4,997.94 360 1-Jun-26 $648,408.10
6990893 SAN JOSE CA 95138 PUD 8.250 7.980 $4,717.58 360 1-Jun-26 $626,331.71
6990914 SAN JOSE CA 95138 SFD 8.000 7.730 $4,059.19 360 1-May-26 $551,319.14
6990932 KEYSTONE CO 80435 PUD 8.750 8.000 $3,019.75 360 1-Jun-26 $382,956.92
6990954 FT LAUDERDALE FL 33326 PUD 7.875 7.605 $2,894.48 360 1-Jun-26 $398,090.22
6990990 RENO NV 89511 SFD 8.750 8.000 $7,158.98 360 1-Jun-26 $907,882.73
6991071 GREENWOOD MN 55331 SFD 8.000 7.730 $3,469.24 360 1-Jun-26 $471,518.30
6991077 RENO NV 89510 SFD 7.500 7.230 $1,622.18 360 1-Apr-26 $230,950.63
6991078 ALEXANDRIA VA 22314 SFD 7.625 7.355 $2,349.88 360 1-Jun-26 $331,029.61
6991079 GLENDALE CA 91214 SFD 8.500 8.000 $2,283.67 360 1-Jun-26 $296,272.64
6991080 LA CANADA-FLINTRI CA 91011 SFD 8.625 8.000 $1,869.03 360 1-Jun-26 $239,726.37
6991082 ORANGE CA 92667 SFD 8.875 8.000 $1,826.80 360 1-Jun-26 $228,810.66
6991086 BOULDER CO 80304 SFD 8.750 8.000 $2,753.46 360 1-Jul-26 $349,391.46
6991088 KALISPELL MT 59901 SFD 8.750 8.000 $1,858.58 360 1-Jul-26 $235,839.26
6991090 BEDFORD NH 03110 SFD 8.750 8.000 $2,169.41 360 1-Jul-26 $275,280.54
6991091 SOQUEL CA 95073 SFD 8.250 7.980 $2,479.18 360 1-Jun-26 $329,149.56
6991092 SEDALIA CO 80135 SFD 8.250 7.980 $1,886.81 360 1-Jul-26 $250,666.24
6991094 COLORADO SPRINGS CO 80919 SFD 8.375 8.000 $1,897.15 360 1-May-26 $248,813.35
6991095 ROCHESTER MN 55902 SFD 8.375 8.000 $2,538.65 360 1-Jun-26 $333,160.82
6991105 COLLIERVILLE TN 38017 SFD 8.000 7.730 $1,714.81 360 1-Jun-26 $233,066.18
6991114 GILBERT AZ 85233 SFD 8.375 8.000 $2,279.46 360 1-Apr-26 $298,761.85
6991115 RUMSON NJ 07760 SFD 8.375 8.000 $3,709.16 360 1-Jun-26 $486,773.93
6991116 AKRON OH 44303 SFD 8.500 8.000 $1,999.18 360 1-Jun-26 $259,363.23
6991117 LONG GROVE IL 60047 SFD 8.250 7.980 $1,929.26 360 1-Jun-26 $256,138.17
6991118 RAPID CITY SD 57702 SFD 8.875 8.000 $1,909.55 360 1-Jul-26 $239,593.35
6991123 SOUTH PASADENA CA 91030 SFD 8.250 7.980 $2,884.87 360 1-Jun-26 $383,010.37
6991129 WOODBURY MN 55125 SFD 8.500 8.000 $1,806.18 360 1-Jun-26 $234,324.70
6991135 PHOENIX AZ 85018 SFD 8.500 8.000 $4,613.49 360 1-Jul-26 $598,901.79
6991152 GREENSBORO NC 27408 SFD 8.625 8.000 $4,165.85 360 1-Jun-26 $534,321.40
6991191 NASHVILLE TN 37212 MF4 8.750 8.000 $2,013.95 360 1-Jul-26 $255,554.92
6991195 ARGYLE TX 76226 SFD 8.250 7.980 $1,592.69 360 1-Oct-25 $210,314.94
6991196 AMHERST MA 01002 SFD 8.375 8.000 $1,802.52 360 1-Jun-26 $236,536.23
6991208 BOISE ID 83706 SFD 8.875 8.000 $1,893.64 360 1-Jul-26 $237,596.74
6991232 SAN DIEGO CA 92131 SFD 9.000 8.000 $1,910.18 360 1-Jun-26 $236,875.42
6991272 HOPEWELL TWNSP NJ 08534 SFD 8.625 8.000 $3,111.16 360 1-Jul-26 $399,220.10
6991287 RUMSON NJ 07760 SFD 8.000 7.730 $3,257.92 360 1-Jul-26 $443,100.26
6991310 ESCONDIDO CA 92029 SFD 8.750 8.000 $2,611.85 360 1-Jul-26 $331,415.58
6991330 HUNTINGTON BEACH CA 92649 PUD 8.625 8.000 $1,978.70 360 1-Jun-26 $253,792.69
6991374 BIRMINGHAM AL 35209 SFD 8.625 8.000 $1,931.49 360 1-May-26 $247,576.00
6991375 LAGUNA BEACH CA 92651 SFD 8.625 8.000 $2,177.82 360 1-Jul-26 $279,500.46
6991376 EAST HAMPTON NY 11437 SFD 8.250 7.980 $1,833.10 360 1-May-26 $243,211.23
6991382 TRUCKEE CA 96161 SFD 8.625 8.000 $1,944.47 360 1-Jul-26 $249,554.03
6991390 COEUR D'ALENE ID 83814 SFD 8.625 8.000 $1,866.70 360 1-Jul-26 $239,571.84
6991393 DELLWOOD MN 55110 SFD 8.250 7.980 $2,253.80 360 1-Jul-26 $299,422.14
6991397 GREENLAWN NY 11740 SFD 8.250 7.980 $1,682.84 360 1-Jul-26 $223,568.53
6991398 WESTFIELD NJ 07090 SFD 8.625 8.000 $3,857.84 360 1-Jul-26 $495,115.16
6991404 PHOENIX AZ 85018 SFD 8.750 8.000 $1,951.02 360 1-Jul-26 $247,568.80
6991407 LOS GATOS CA 95030 SFD 8.500 8.000 $3,475.49 360 1-Jul-26 $451,147.84
6991408 FT WASHINGTON PA 19034 SFD 8.500 8.000 $2,138.35 360 1-Jul-26 $277,590.98
6991415 PLYMOUTH MN 55446 SFD 8.500 8.000 $2,072.23 360 1-Jul-26 $269,006.71
6991427 SCOTTSDALE AZ 85262 SFD 8.625 8.000 $2,329.49 360 1-Jul-26 $298,961.70
6991428 WESTLAKE VILLAGE CA 91362 SFD 8.125 7.855 $4,261.94 360 1-Jul-26 $572,865.92
6991429 WASHINGTON DC 20007 PUD 7.750 7.480 $2,607.75 360 1-Jul-26 $363,224.25
6991455 SYKESVILLE MD 21784 SFD 8.500 8.000 $2,179.87 360 1-Jul-26 $282,981.11
6991457 CEDAR CITY UT 84720 SFD 8.875 8.000 $1,861.81 360 1-Jul-26 $233,603.53
6991458 CEDAR CITY UT 84720 SFD 8.875 8.000 $2,307.37 360 1-Jul-26 $289,342.44
6991459 MARTINEZ CA 94553 PUD 7.875 7.605 $1,644.68 360 1-Mar-26 $225,715.49
6991461 AUSTIN TX 78746 LCO 8.625 8.000 $1,633.36 360 1-Aug-26 $209,751.14
6991466 SAN FRANCISCO CA 94117 MF3 9.000 8.000 $3,218.49 360 1-Jul-26 $399,339.60
6991482 STATEN ISLAND NY 10304 SFD 8.625 8.000 $2,473.37 360 1-Jun-26 $317,240.89
6991483 WICHITA FALLS TX 76309 SFD 9.250 8.000 $1,719.40 360 1-Jul-26 $208,672.41
6991484 WHITTIER CA 90601 SFD 8.875 8.000 $2,470.48 360 1-Jul-26 $309,973.91
6991492 BROOKLYN PARK MN 55443 SFD 8.500 8.000 $2,275.99 360 1-Jul-26 $295,458.22
6991501 IRVINE CA 92714 PUD 8.625 8.000 $2,333.37 360 1-Jul-26 $299,263.48
6991504 CHICAGO IL 60641 SFD 8.500 8.000 $1,999.18 360 1-Jul-26 $259,524.11
6991514 LOS ANGELES CA 90046 SFD 8.750 8.000 $4,877.54 360 1-Jul-26 $618,922.05
6991542 LAGUNA BEACH CA 92651 SFD 8.750 8.000 $1,919.55 360 1-Aug-26 $243,718.21
6991543 FREDON NJ 07860 SFD 8.125 7.855 $1,225.13 360 1-Jun-26 $164,563.83
6991544 GREENVILLE DE 19807 SFD 8.625 8.000 $2,722.27 360 1-Aug-26 $349,585.23
6991555 MARIETTA GA 30066 SFD 8.875 8.000 $1,989.12 360 1-Jul-26 $249,576.40
6991556 WESTON CT 06883 SFD 8.375 8.000 $3,952.38 360 1-Aug-26 $519,351.32
6991558 LIVERMORE CA 94550 SFD 8.625 8.000 $1,743.42 360 1-Jun-26 $223,614.90
6991559 LITTLE ROCK AR 72212 SFD 8.750 8.000 $1,966.75 360 1-Aug-26 $249,711.29
6991561 LOWELL MI 49331 LCO 8.625 8.000 $2,395.59 360 1-Aug-26 $307,635.01
6991565 POTOMAC MD 20854 SFD 8.250 7.980 $3,098.23 360 1-Jul-26 $411,605.62
6991566 GLEN ROCK NJ 07452 SFD 8.000 7.730 $2,146.26 360 1-Jun-26 $291,504.11
6991567 ROSWELL GA 30075 SFD 8.500 8.000 $1,806.18 360 1-Jul-26 $234,470.06
6991568 ARDSLEY NY 10502 SFD 8.250 7.980 $2,159.89 360 1-Jul-26 $286,946.22
6991570 WYCKOFF NJ 07481 SFD 8.000 7.730 $2,443.44 360 1-Aug-26 $332,551.63
6991571 SAN DIEGO CA 92122 LCO 9.250 8.000 $2,172.28 360 1-Jul-26 $263,636.15
6991572 WASHINGTON TWP NJ 07853 SFD 8.875 8.000 $2,290.27 360 1-Aug-26 $287,526.05
6991574 WOODINVILLE WA 98072 PUD 8.250 7.980 $2,794.72 360 1-Jun-26 $371,041.29
6991576 FAIR HAVEN NJ 07704 SFD 8.625 8.000 $2,793.05 360 1-Aug-26 $358,674.44
6991578 EDMOND OK 73034 SFD 9.125 8.000 $3,630.84 360 1-Jul-26 $445,532.12
6991579 JERICHO NY 11753 SFD 8.750 8.000 $1,982.49 360 1-Jul-26 $251,163.51
6991583 SAN RAFAEL CA 94901 SFD 8.375 8.000 $2,531.05 360 1-Jul-26 $332,374.69
6991584 THORNTON CO 80241 SFD 8.500 8.000 $1,804.26 360 1-Jun-26 $234,075.30
6991585 WEST OLIVE MI 49460 LCO 8.875 8.000 $2,088.57 360 1-Jul-26 $262,055.24
6991586 WALNUT CREEK CA 94598 SFD 8.375 8.000 $2,166.21 360 1-Aug-26 $284,644.47
6991587 SAN JOSE CA 95121 SFD 9.000 8.000 $1,788.68 360 1-Jul-26 $221,932.97
6991589 GLENMOORE PA 19343 SFD 8.375 8.000 $1,876.62 360 1-Jun-26 $246,279.70
6991590 CHARLESTOWN RI 02813 SFD 8.750 8.000 $2,060.37 360 1-Jul-26 $261,444.65
6991591 CORONADO CA 92118 SFD 8.500 8.000 $3,652.34 360 1-Aug-26 $474,422.44
6991594 GIG HARBOR WA 98332 SFD 8.375 8.000 $1,808.98 360 1-Aug-26 $237,703.09
6991595 HOUSTON TX 77058 PUD 9.000 8.000 $1,937.13 360 1-Jul-26 $240,352.53
6991596 BOCA RATON FL 33496 PUD 9.000 8.000 $5,028.89 360 1-Jul-26 $567,294.16
6991597 SPOKANE WA 99204 SFD 8.500 8.000 $2,498.97 360 1-Apr-26 $323,797.56
6991598 TELLURIDE CO 81435 SFD 8.375 8.000 $1,720.42 360 1-Aug-26 $226,067.64
6991599 LAS VEGAS NV 89102 SFD 8.500 8.000 $1,780.88 360 1-Aug-26 $231,328.39
6991600 SAN DIEGO CA 92128 PUD 8.125 7.855 $1,783.11 360 1-Jun-26 $239,515.21
6991601 SAN DIEGO CA 92121 PUD 8.125 7.855 $1,761.20 360 1-Aug-26 $236,888.63
6991602 VALENCIA CA 91354 PUD 7.875 7.605 $2,045.06 360 1-Jul-26 $281,263.85
6991603 LAUREL MD 20724 PUD 7.625 7.355 $1,618.02 360 1-Feb-26 $227,246.52
6991604 MAHWAH NJ 07430 SFD 8.375 8.000 $2,407.91 360 1-May-26 $315,801.62
6991605 SAN DIEGO CA 92131 PUD 7.750 7.480 $1,772.40 360 1-May-26 $246,403.42
6991606 EL DORADO HILLS CA 95762 PUD 8.750 8.000 $1,999.79 360 1-Jul-26 $253,758.05
6991607 CERRITOS CA 90703 PUD 8.500 8.000 $2,121.43 360 1-Aug-26 $275,564.54
6991608 THOUSAND OAKS CA 91361 LCO 8.625 8.000 $1,853.92 360 1-Jul-26 $237,931.77
6991609 PLEASANTON CA 94588 SFD 8.500 8.000 $1,653.17 360 1-Jul-26 $214,606.46
6991610 CHATHAM NJ 07928 SFD 7.875 7.605 $1,740.17 360 1-Jul-26 $239,400.58
6991612 FRESNO CA 93720 SFD 8.750 8.000 $2,124.58 360 1-Jun-26 $269,433.66
6991613 AUSTIN TX 78703 SFD 7.500 7.230 $2,569.61 360 1-Aug-26 $366,952.83
6991614 OMAHA NE 68114 SFD 8.875 8.000 $3,150.76 360 1-Jul-26 $395,329.03
6991616 ROSEVILLE MN 55113 SFD 8.250 7.980 $2,629.44 360 1-Jul-26 $349,325.82
6991617 DURHAM NC 27712 SFD 7.625 7.355 $2,123.39 360 1-Jun-26 $298,516.76
6991619 SNOWMASS VILLAGE CO 81615 SFD 8.500 8.000 $2,844.98 360 1-Aug-26 $369,550.12
6991620 CHARLOTTE NC 28226 SFD 8.625 8.000 $1,649.50 360 1-Aug-26 $211,823.68
6991621 CHAPPAQUA NY 10514 SFD 8.875 8.000 $2,130.34 360 1-Jul-26 $267,296.34
6991622 MALIBU CA 90265 SFD 8.500 8.000 $3,629.28 360 1-Aug-26 $471,426.08
6991628 EUREKA MO 63025 SFD 8.375 8.000 $1,730.68 360 1-Aug-26 $227,415.97
6991629 DALLAS TX 75205 SFD 8.875 8.000 $1,954.11 360 1-Aug-26 $245,323.60
6991630 FAIRFAX VA 22031 SFD 7.875 7.605 $1,742.71 360 1-Jul-26 $239,850.50
6991632 HENDERSON NV 89012 SFD 8.875 8.000 $2,043.62 360 1-Aug-26 $256,560.93
6991633 UPPER BROOKVILLE NY 11545 SFD 8.625 8.000 $4,666.74 360 1-Jun-26 $598,567.69
6991634 EVANSTON IL 60201 SFD 9.000 8.000 $2,182.14 360 1-Aug-26 $270,798.26
6991635 GREAT FALLS VA 22066 PUD 9.000 8.000 $2,436.40 360 1-Aug-26 $302,467.96
6991636 MINNETONKA MN 55345 SFD 8.250 7.980 $2,494.21 360 1-Aug-26 $331,575.12
6991637 CHEVY CHASE MD 20815 SFD 7.750 7.480 $1,891.33 360 1-Aug-26 $263,615.41
6991638 PHOENIX AZ 85018 PUD 8.500 8.000 $1,903.07 360 1-Aug-26 $247,199.04
6991639 ROSEMONT PA 19010 SFD 8.750 8.000 $5,113.56 360 1-Aug-26 $649,249.32
6991641 LIVERMORE CA 94550 SFD 8.500 8.000 $2,260.61 360 1-Jun-26 $292,986.68
6991642 BELLEVUE WA 98005 SFD 8.250 7.980 $4,026.79 360 1-Jun-26 $534,445.56
6991644 SCOTTSDALE AZ 85255 SFD 8.750 8.000 $2,491.33 360 1-Aug-26 $316,314.27
6991645 WOODINVILLE WA 98072 SFD 8.250 7.980 $1,690.36 360 1-Aug-26 $224,712.05
6991646 SEQUIM WA 98382 SFD 8.625 8.000 $1,617.81 360 1-Aug-26 $207,753.50
6991648 LA JOLLA CA 92037 SFD 8.250 7.980 $3,906.59 360 1-Aug-26 $519,334.54
6991650 KAMAS UT 84036 SFD 8.750 8.000 $3,617.25 360 1-Aug-26 $459,268.99
6991652 ALEXANDRIA NJ 08848 SFD 7.875 7.605 $2,241.01 360 1-May-26 $307,997.42
6991653 BELLE MEAD NJ 08502 SFD 8.000 7.730 $2,553.51 360 1-Jun-26 $347,056.58
6991654 OMAHA NE 68154 SFD 8.750 8.000 $1,651.80 360 1-Aug-26 $209,722.50
6991655 EDINA MN 55424 SFD 8.000 7.730 $2,201.30 360 1-Aug-26 $299,596.06
6991657 CARY NC 27511 SFD 8.625 8.000 $1,946.03 360 1-Aug-26 $249,903.50
6991658 STATELINE NV 89449 SFD 8.750 8.000 $4,130.18 360 1-Jul-26 $524,087.21
6991707 HERNDON VA 22071 PUD 7.750 7.480 $1,977.30 360 1-Jul-26 $275,411.82
6991709 ST GEORGE UT 84790 SFD 8.500 8.000 $4,275.16 360 1-Aug-26 $555,323.96
6991710 MONTROSE CO 81401 SFD 8.500 8.000 $1,876.15 360 1-Aug-26 $243,703.32
6991711 BETHESDA MD 20817 SFD 8.000 7.730 $1,812.40 360 1-Aug-26 $246,667.43
6991712 GREAT FALLS VA 22066 SFD 8.250 7.980 $3,230.45 360 1-Aug-26 $429,449.71
6991714 TRUMBULL CT 06611 SFD 8.250 7.980 $1,953.30 360 1-Aug-26 $259,667.26
6991716 CENTREVILLE VA 22020 SFD 7.875 7.605 $1,832.26 360 1-Jul-26 $252,174.81
6991717 APEX NC 27502 SFD 8.250 7.980 $1,771.49 360 1-Jul-26 $235,345.80
6991718 CHESTERFIELD MO 63017 PUD 8.875 8.000 $3,503.22 360 1-Jul-26 $439,554.01
6991720 SPRINGFIELD VA 22150 SFD 8.250 7.980 $1,803.04 360 1-Aug-26 $239,692.87
6991722 ARLINGTON VA 22201 SFD 8.250 7.980 $2,031.43 360 1-Jul-26 $269,879.14
6991727 SANTA FE NM 87501 SFD 8.625 8.000 $2,339.60 360 1-Aug-26 $300,443.52
6991728 VIENNA VA 22181 SFD 8.000 7.730 $2,585.79 360 1-Aug-26 $351,925.51
6991731 HENDERSON NV 89012 SFD 8.625 8.000 $1,824.70 360 1-Aug-26 $234,181.98
6991735 LAGUNA BEACH CA 92651 SFD 7.625 7.355 $3,092.36 360 1-Aug-26 $436,265.55
6991737 CLARENCE NY 14031 SFD 8.750 8.000 $1,982.49 360 1-Jul-26 $251,561.85
6991738 LUBBOCK TX 79416 SFD 8.625 8.000 $2,604.05 360 1-Aug-26 $334,403.23
6991739 DALLAS TX 75252 SFD 8.750 8.000 $1,781.09 360 1-Aug-26 $226,138.53
6991740 OAK PARK IL 60302 SFD 8.625 8.000 $3,067.61 360 1-Jul-26 $393,696.39
6991743 CUPERTINO CA 95014 SFD 8.375 8.000 $2,613.13 360 1-Jul-26 $343,154.44
6991744 ARLINGTON VA 22207 SFD 8.000 7.730 $3,668.83 360 1-Aug-26 $499,326.77
6991745 MINNEAPOLIS MN 55403 SFD 8.625 8.000 $1,944.48 360 1-Aug-26 $249,703.73
6991748 GRAND JUNCTION CO 81505 SFD 8.625 8.000 $2,395.60 360 1-Aug-26 $307,634.99
6991751 STUDIO CITY AREA CA 91604 SFD 9.125 8.000 $8,136.33 360 1-Aug-26 $998,929.62
6991752 NEWPORT BEACH CA 92660 PUD 8.125 7.855 $2,487.37 360 1-Aug-26 $334,560.24
6991753 SUMMERLAND KEY FL 33042 SFD 8.750 8.000 $2,045.42 360 1-Aug-26 $259,699.73
6991754 CASTRO VALLEY CA 94552 PUD 8.875 8.000 $2,152.22 360 1-Aug-26 $270,195.58
6991755 DANVILLE CA 94526 PUD 8.500 8.000 $2,435.92 360 1-Aug-26 $316,414.80
6991756 LOS GATOS CA 95032 SFD 8.375 8.000 $3,572.34 360 1-Aug-26 $469,413.70
6991759 LAS VEGAS NV 89117 PUD 8.750 8.000 $2,124.09 360 1-Aug-26 $269,688.19
6991760 LA JOLLA CA 92037 SFD 9.125 8.000 $4,129.19 360 1-Aug-26 $506,749.76
6991765 SAN DIEGO CA 92109 SFD 8.750 8.000 $2,139.83 360 1-Aug-26 $271,685.86
6991766 SAN DIEGO CA 92131 PUD 8.750 8.000 $2,080.04 360 1-Aug-26 $264,094.65
6991767 MONTCALIR NJ 07043 SFD 8.625 8.000 $2,240.04 360 1-Aug-26 $287,457.26
6991768 FRESNO CA 93711 SFD 9.000 8.000 $2,132.25 360 1-Aug-26 $264,709.41
6991769 RICHBORO PA 18954 SFD 8.625 8.000 $2,400.26 360 1-Aug-26 $308,049.46
6991770 BROOKLYN NY 11210 SFD 8.750 8.000 $2,454.51 360 1-Jul-26 $311,457.53
6991772 LANDENBERG PA 19350 SFD 8.875 8.000 $2,373.41 360 1-Aug-26 $297,794.58
6991773 COLUMBIA SC 29206 SFD 8.750 8.000 $1,721.31 360 1-Jul-26 $218,419.56
6991774 SANTA CLARITA CA 91351 SFD 8.500 8.000 $1,845.39 360 1-Jul-26 $239,560.73
6991775 STEVENSON RANCH AREA CA 91381 PUD 8.875 8.000 $2,161.77 360 1-Jul-26 $271,189.28
6991776 ARCADIA CA 91007 SFD 8.875 8.000 $2,327.26 360 1-Aug-26 $292,170.83
6991777 MALIBU CA 90265 LCO 9.000 8.000 $2,574.79 360 1-Aug-26 $319,649.11
6991778 RENO NV 89509 SFD 8.875 8.000 $4,614.74 360 1-Aug-26 $579,347.28
6991779 ESCONDIDO CA 92029 SFD 8.750 8.000 $3,499.49 240 1-Aug-16 $394,771.56
6991780 LOS ANGELES CA 90049 LCO 8.375 8.000 $2,660.26 360 1-Jul-26 $349,342.78
6991781 SANTA ROSA CA 95404 SFD 8.250 7.980 $2,328.93 360 1-Sep-26 $309,802.32
6991782 HUNTINGTON BEACH CA 92649 SFD 8.250 7.980 $2,434.10 360 1-Aug-26 $323,585.38
6991783 LIVERMORE CA 94550 SFD 8.500 8.000 $2,491.28 360 1-Aug-26 $323,606.05
6991784 HAYWARD CA 94542 SFD 8.375 8.000 $2,462.63 360 1-Jul-26 $323,391.63
6991785 HAGERSTOWN MD 21742 SFD 8.500 8.000 $1,844.44 360 1-Aug-26 $239,583.32
6991786 ANTIOCH CA 94509 SFD 8.750 8.000 $1,826.72 360 1-Jul-26 $231,796.29
6991787 BAKERSFIELD CA 93308 SFD 8.750 8.000 $2,454.51 360 1-May-26 $310,844.78
6991788 SHREVEPORT LA 71119 PUD 8.500 8.000 $2,491.28 360 1-Aug-26 $323,606.05
6991789 RAMSEY NJ 07446 SFD 9.000 8.000 $1,888.05 360 1-Aug-26 $234,392.69
6991790 ROCHESTER MN 55902 SFD 8.500 8.000 $1,999.18 360 1-Aug-26 $259,683.86
6991791 NEWPORT BEACH CA 92625 SFD 7.250 6.980 $4,083.85 360 1-Sep-23 $579,352.13
6991792 SANDY UT 84093 SFD 7.625 7.355 $2,176.47 360 1-Feb-26 $305,679.40
6991793 NANTUCKET MA 02554 SFD 8.500 8.000 $1,814.64 360 1-Aug-26 $235,713.04
6991795 BEND OR 97702 SFD 8.750 8.000 $1,856.61 360 1-Sep-26 $235,864.22
6991796 SALT LAKE CITY UT 84121 SFD 8.625 8.000 $1,742.25 360 1-Jul-26 $223,600.39
6991797 SCOTTSDALE AZ 85255 SFD 8.250 7.980 $3,237.96 360 1-Aug-26 $430,448.45
6991798 WINTER SPRINGS FL 32708 SFD 9.000 8.000 $1,810.41 360 1-Aug-26 $224,753.26
6991800 PLEASANTON CA 94566 SFD 8.625 8.000 $2,506.98 360 1-Aug-26 $321,811.78
6991802 SARATOGA CA 95070 SFD 8.250 7.980 $4,883.24 360 1-Jul-26 $648,747.96
6991804 COUNCIL BLUFFS IA 51503 SFD 8.375 8.000 $2,168.65 360 1-Aug-26 $284,965.07
6991807 WEST LINN OR 97068 SFD 8.625 8.000 $2,255.79 360 1-Aug-26 $289,681.29
6991808 DUNNELLON FL 34434 SFD 8.500 8.000 $1,880.00 360 1-Jul-26 $244,052.47
6991809 LITTLETON CO 80121 SFD 8.750 8.000 $3,335.61 360 1-Aug-26 $421,201.39
6991810 GAITHERSBURG MD 20877 SFD 7.875 7.605 $1,979.44 360 1-Aug-26 $272,623.01
6991812 VANCOUVER WA 98685 SFD 8.500 8.000 $1,731.21 360 1-Sep-26 $225,013.60
6991814 LAGUNA NIGUEL CA 92677 PUD 8.750 8.000 $2,360.11 360 1-Aug-26 $299,653.52
6991815 EAGAN MN 55122 SFD 8.500 8.000 $2,192.56 360 1-Aug-26 $284,803.28
6991816 DARNESTOWN MD 20878 SFD 8.000 7.730 $1,938.98 360 1-Aug-26 $263,894.19
6991817 BASALT CO 81621 SFD 8.750 8.000 $3,146.81 360 1-Aug-26 $399,538.04
6991818 FLAGSTAFF AZ 86001 SFD 8.500 8.000 $3,014.15 360 1-Aug-26 $391,523.35
6991819 DULUTH GA 30155 SFD 8.625 8.000 $3,888.95 360 1-Aug-26 $499,407.48
6991820 SHERWOOD MD 21665 SFD 8.500 8.000 $2,638.15 360 1-Sep-26 $342,892.14
6991821 ALBUQUERQUE NM 87122 SFD 8.625 8.000 $2,644.49 360 1-Aug-26 $339,597.08
6991824 BRENTWOOD CA 94513 SFD 8.500 8.000 $1,716.24 360 1-Jul-26 $222,793.44
6991826 NAZARETH PA 18064 SFD 8.500 8.000 $1,660.86 360 1-Aug-26 $215,737.35
6991828 HONOLULU HI 96825 SFD 8.375 8.000 $3,113.26 360 1-Aug-26 $409,089.04
6991829 BOXBOROUGH MA 01719 SFD 8.625 8.000 $1,890.03 360 1-Aug-26 $242,712.03
6991831 BEAUX ARTS WA 98004 SFD 8.000 7.730 $1,650.98 360 1-Aug-26 $224,697.03
6991832 MERCER ISLAND WA 98040 SFD 8.500 8.000 $7,689.14 360 1-Sep-26 $999,394.19
6991833 GOLDENS BRIDGE NY 10526 SFD 8.875 8.000 $3,580.41 360 1-Aug-26 $449,421.03
6991834 SAN MATEO CA 94402 SFD 8.375 8.000 $4,803.66 360 1-Aug-26 $631,211.60
6991835 SAN FRANCISCO CA 94115 SFD 8.500 8.000 $4,459.70 360 1-Aug-26 $579,294.77
6991836 EL GRANADA CA 94018 SFD 8.125 7.855 $2,465.10 360 1-Aug-26 $331,564.17
6991838 CASTLE ROCK CO 80104 SFD 8.625 8.000 $1,722.03 360 1-Jul-26 $221,005.02
6991840 CHEVY CHASE MD 20815 SFD 8.375 8.000 $3,990.38 360 1-Aug-26 $524,345.09
6991842 OMAHA NE 68114 SFD 8.750 8.000 $2,989.47 360 1-Sep-26 $379,781.36
6991843 NORTH OAKS MN 55127 SFD 8.625 8.000 $2,706.71 360 1-Aug-26 $347,587.60
6991844 CORONADO CA 92118 MF2 8.375 8.000 $2,785.67 360 1-Aug-26 $366,042.79
6991845 GOLDEN CO 80401 SFD 8.375 8.000 $2,280.22 360 1-Aug-26 $299,625.76
6991847 ASPEN CO 81611 SFD 8.875 8.000 $5,967.34 360 1-Aug-26 $749,155.96
6991848 LITTLETON CO 80123 PUD 8.375 8.000 $3,096.54 360 1-Aug-26 $406,891.78
6991849 BURKE VA 22015 SFD 7.875 7.605 $1,557.45 360 1-Aug-26 $214,503.38
6991850 JONESBORO AR 72401 SFD 7.625 7.355 $2,123.38 360 1-Jun-26 $299,123.16
6991851 WAYNE NJ 07470 SFD 8.125 7.855 $3,823.86 360 1-Aug-26 $514,323.96
6991852 BELLMORE NY 11710 SFD 8.500 8.000 $1,876.15 360 1-Aug-26 $243,703.32
6991853 HILTON HEAD SC 29926 PUD 8.750 8.000 $2,084.76 360 1-Aug-26 $264,693.95
6991854 ARLINGTON VA 22202 SFD 8.000 7.730 $2,274.68 360 1-Aug-26 $309,582.59
6991855 VIENNA VA 22182 SFD 8.375 8.000 $2,809.61 360 1-Jun-26 $368,721.29
6991856 GRANT TOWNSHIP MN 55082 SFD 8.375 8.000 $1,995.19 360 1-Aug-26 $262,172.54
6991857 PARK CITY UT 84060 SFD 7.750 7.480 $2,378.49 360 1-Jul-26 $331,292.48
6991859 STINSON BEACH CA 94970 SFD 8.375 8.000 $4,685.09 360 1-Aug-26 $615,631.06
6991860 LOS ALTOS CA 94024 SFD 8.625 8.000 $7,777.90 360 1-Sep-26 $999,409.60
6991863 OAKTON VA 22124 SFD 8.250 7.980 $2,404.06 360 1-Sep-26 $319,795.94
6991864 NEWCASTLE CA 95658 SFD 8.875 8.000 $1,890.46 360 1-Aug-26 $237,332.59
6991865 SAN DIEGO CA 92103 SFD 8.250 7.980 $2,253.80 360 1-Aug-26 $299,616.08
6991866 BROAD RUN VA 22014 SFD 8.000 7.730 $1,981.16 360 1-Jul-26 $269,452.89
6991868 SOMERS NY 10589 SFD 9.000 8.000 $1,919.03 360 1-Aug-26 $237,936.21
6991869 DETROIT LAKES MN 56501 SFD 8.625 8.000 $2,250.68 240 1-Aug-16 $256,190.12
6991870 CRANFORD NJ 07016 SFD 8.750 8.000 $2,619.72 360 1-Aug-26 $332,615.42
6991871 OMAHA NE 68114 SFD 8.750 8.000 $2,584.32 360 1-Jul-26 $327,928.83
6991872 RIDGECREST CA 93555 SFD 9.125 8.000 $2,048.33 360 1-Aug-26 $251,481.02
6991873 GLENWOOD MD 21738 SFD 8.375 8.000 $2,128.21 360 1-Aug-26 $279,650.70
6991874 BETHESDA MD 20817 SFD 8.250 7.980 $1,748.95 360 1-Aug-26 $232,502.08
6991875 NORFOLK VA 23509 SFD 8.625 8.000 $1,825.09 360 1-Aug-26 $234,371.92
6991876 SNOWMASS VILLAGE CO 81615 LCO 8.875 8.000 $2,514.24 360 1-Jul-26 $315,464.58
6991877 BEAVERTON OR 97007 SFD 8.625 8.000 $1,721.25 360 1-Aug-26 $221,037.74
6991878 MALVERN PA 19355 SFD 8.125 7.855 $1,856.06 360 1-Aug-26 $249,646.85
6991879 VALLEY CENTER CA 92082 SFD 8.750 8.000 $2,478.11 360 1-Jul-26 $314,452.32
6991880 FRESNO CA 93720 SFD 8.500 8.000 $1,999.18 360 1-Aug-26 $259,683.86
6991882 NEW ROCHELLE NY 10804 SFD 8.875 8.000 $2,613.69 360 1-Sep-26 $328,315.84
6991883 ELLICOTT CITY MD 21042 PUD 8.875 8.000 $2,291.46 360 1-Aug-26 $287,675.89
6991884 RENO NV 89511 SFD 8.500 8.000 $2,037.63 360 1-Jul-26 $264,514.94
6991885 WILMINGTON DE 19809 SFD 8.125 7.855 $1,643.89 360 1-Aug-26 $221,109.36
6991886 SAN CARLOS CA 94070 SFD 8.375 8.000 $3,116.30 360 1-Aug-26 $409,488.54
6991887 SAN DIEGO CA 92130 SFD 8.625 8.000 $3,826.73 360 1-Aug-26 $491,416.95
6991888 MISSOULA MT 59801 SFD 8.250 7.980 $2,103.55 360 1-Aug-26 $279,641.67
6991889 MISSOULA MT 59801 SFD 8.750 8.000 $1,899.89 360 1-Aug-26 $241,221.08
6991890 WASHINGTON TWP NJ 07853 SFD 8.500 8.000 $2,244.62 360 1-Aug-26 $291,565.04
6991891 WENATCHEE WA 98801 SFD 8.375 8.000 $2,143.41 360 1-Nov-25 $279,801.75
6991893 ATL HIGHLANDS NJ 07716 SFD 8.625 8.000 $1,995.04 360 1-Aug-26 $256,196.02
6991894 LA VERNE CA 91750 SFD 8.750 8.000 $2,336.50 360 1-Aug-26 $296,028.12
6991895 PHOENIX AZ 85022 SFD 8.750 8.000 $1,962.82 360 1-Aug-26 $249,211.85
6991896 PHOENIX AZ 85048 SFD 8.875 8.000 $2,227.81 360 1-Aug-26 $279,684.88
6991897 PARK CITY UT 84060 PUD 8.750 8.000 $2,383.70 360 1-Aug-26 $302,650.08
6991898 SALINAS CA 93908 SFD 8.500 8.000 $1,922.28 360 1-Aug-26 $249,696.03
6991899 RENO NV 89511 SFD 9.000 8.000 $2,011.56 360 1-Aug-26 $249,447.58
6991900 SCARSDALE NY 10583 SFD 9.000 8.000 $2,196.62 360 1-Aug-26 $272,700.64
6991901 OREGON CITY OR 97045 SFD 8.750 8.000 $1,755.13 360 1-Aug-26 $222,757.94
6991902 SANTA CLARITA CA 91355 SFD 8.250 7.980 $1,797.03 360 1-Aug-26 $238,891.63
6991903 LAKE ARROWHEAD CA 92352 SFD 8.875 8.000 $2,784.76 360 1-Aug-26 $349,606.11
6991906 POWDER SPRINGS GA 30073 SFD 8.375 8.000 $2,204.21 360 1-Sep-26 $289,819.75
6991907 EL DORADO HILLS CA 95762 PUD 8.375 8.000 $2,368.38 360 1-Aug-26 $311,211.31
6991908 (TRABUCO CANYON A CA 92679 PUD 8.750 8.000 $2,340.83 360 1-Aug-26 $297,206.37
6991909 VALENCIA AREA CA 91354 PUD 8.250 7.980 $1,750.08 360 1-Aug-26 $232,651.88
6991910 KENNER LA 70065 SFD 8.625 8.000 $2,476.49 360 1-Jul-26 $317,831.97
6991911 TYRONE GA 30290 SFD 8.875 8.000 $2,078.63 360 1-Aug-26 $260,955.98
6991913 NEW CITY NY 10956 SFD 8.750 8.000 $1,734.68 360 1-Aug-26 $220,245.34
6991914 FREDERICK MD 21702 SFD 7.875 7.605 $2,117.21 360 1-Aug-26 $291,596.76
6991915 ADEL IA 50003 SFD 8.500 8.000 $1,749.28 360 1-Aug-26 $227,223.38
6991916 CLIVE IA 50325 SFD 8.125 7.855 $2,079.00 360 1-Aug-26 $279,632.42
6991917 GLENDALE AZ 85308 SFD 8.375 8.000 $1,641.76 360 1-Aug-26 $215,730.54
6991918 WEST CHESTER PA 19380 SFD 8.125 7.855 $2,412.38 360 1-Aug-26 $324,473.48
6991919 FRESH MEADOWS NY 11366 SFD 8.000 7.730 $1,849.09 360 1-Jul-26 $251,489.34
6991922 PLYMOUTH MN 55441 PUD 8.125 7.855 $1,819.12 360 1-Aug-26 $244,678.38
6991923 MINNEAPOLIS MN 55405 SFD 8.500 8.000 $1,660.86 360 1-Aug-26 $215,737.35
6991924 HOUSTON TX 77027 SFD 8.250 7.980 $2,266.58 360 1-Aug-26 $301,313.89
6991926 PHOENIX AZ 85044 SFD 8.375 8.000 $1,854.58 360 1-Aug-26 $243,695.62
6991927 CORAL SPRINGS FL 33067 SFD 8.875 8.000 $1,647.79 360 1-Aug-26 $206,866.92
6991928 NEWARK DE 19711 SFD 8.375 8.000 $2,151.39 360 1-Aug-26 $282,696.90
6991929 TUSTIN CA 92782 SFD 8.500 8.000 $2,132.59 360 1-Aug-26 $277,012.75
6991930 BEDFORD HILLS NY 10507 SFD 8.875 8.000 $7,956.45 360 1-Sep-26 $998,335.83
6991931 CHESTERFIELD VA 23238 SFD 8.375 8.000 $1,751.02 360 1-Aug-26 $230,087.62
6991932 FAIRFIELD CT 06490 SFD 8.250 7.980 $2,253.80 360 1-Jul-26 $299,422.14
6991933 FAIRFIELD CT 06430 SFD 8.250 7.980 $1,927.00 360 1-Aug-26 $256,171.75
6991934 NORTH ATTLEBORO MA 02760 SFD 8.875 8.000 $1,738.49 360 1-Aug-26 $218,254.09
6991935 LEXINGTON MA 02173 SFD 8.750 8.000 $3,933.51 360 1-Aug-26 $499,422.55
6991937 EASTCHESTER NY 10583 SFD 8.625 8.000 $2,166.54 360 1-Aug-26 $278,219.90
6991938 POULSBO WA 98370 SFD 8.625 8.000 $1,904.51 360 1-Aug-26 $244,570.82
6991939 LOS ANGELES CA 90066 SFD 8.875 8.000 $1,933.42 360 1-Aug-26 $242,726.53
6991940 ACTON CA 93510 SFD 8.375 8.000 $2,052.20 360 1-Aug-26 $269,663.18
6991942 LAKE OSWEGO OR 97034 SFD 8.250 7.980 $1,803.04 360 1-Aug-26 $239,692.87
6991943 HOPKINTON MA 01748 SFD 7.875 7.605 $1,761.92 360 1-Jun-26 $242,324.46
6991946 OSSINING NY 10562 SFD 8.250 7.980 $1,588.93 360 1-Aug-26 $211,229.34
6991947 ISSAQUAH WA 98029 SFD 8.375 8.000 $1,916.91 360 1-Aug-26 $251,885.38
6991948 CHAPEL HILL NC 27514 SFD 8.875 8.000 $2,154.21 360 1-Aug-26 $270,445.30
6991949 EDINA MN 55436 SFD 8.250 7.980 $3,380.70 360 1-Sep-26 $449,713.05
6991950 EDEN PRAIRIE MN 55346 SFD 8.625 8.000 $2,513.82 360 1-Jul-26 $322,623.42
6991951 RIDGECREST CA 93555 SFD 9.000 8.000 $1,919.03 360 1-Aug-26 $238,238.46
6991952 PASO ROBLES CA 93446 SFD 9.000 8.000 $1,919.03 360 1-Aug-26 $238,238.46
6991953 RICKREALL OR 97371 SFD 8.875 8.000 $1,989.12 360 1-Jul-26 $249,576.40
6991955 SNOWMASS VILLAGE CO 81615 LCO 8.750 8.000 $2,674.79 360 1-Sep-26 $339,804.38
6991956 MARLBOROUGH MA 01752 SFD 8.125 7.855 $1,670.62 360 1-Jul-26 $224,555.46
6991958 PACIFICA CA 94044 SFD 8.500 8.000 $1,799.26 360 1-Aug-26 $233,624.84
6991959 LITTLETON CO 80127 SFD 8.500 8.000 $1,867.60 360 1-Sep-26 $242,739.85
6991960 LAS VEGAS NV 89120 SFD 8.625 8.000 $1,917.26 360 1-Aug-26 $246,207.87
6991961 OAKBROOK IL 60521 SFD 8.625 8.000 $3,652.51 360 1-Aug-26 $469,043.49
6991963 LIVERMORE CA 94550 SFD 8.250 7.980 $2,372.35 360 1-Jul-26 $315,171.75
6991964 SEA ISLE CITY NJ 08243 LCO 8.875 8.000 $2,005.03 360 1-Aug-26 $251,716.40
6991965 MOORESTOWN TWP NJ 08057 SFD 8.375 8.000 $2,637.46 360 1-Aug-26 $346,567.12
6991966 MUNSON OH 44024 SFD 8.625 8.000 $2,076.31 360 1-Aug-26 $266,633.65
6991970 SOMERS NY 10589 SFD 9.000 8.000 $2,075.93 360 1-Aug-26 $257,646.40
6991971 BURLINGTON CO 80807 SFD 9.250 8.000 $2,056.69 360 1-Aug-26 $249,519.84
6991972 DRAPER UT 84020 SFD 7.625 7.355 $1,804.88 360 1-Jul-26 $254,432.66
6991973 DAVIS CA 95616 SFD 8.875 8.000 $2,133.92 360 1-Jul-26 $266,234.49
6991975 COLORADO SPRINGS CO 80906 SFD 8.750 8.000 $2,040.71 360 1-Aug-26 $259,100.41
6991976 WOODBURY MN 55125 SFD 8.625 8.000 $1,913.37 360 1-Aug-26 $245,708.47
6991977 ALPHARETTA GA 30202 SFD 8.625 8.000 $1,821.39 360 1-Jul-26 $233,757.24
6991978 ORCHARD PARK NY 14127 SFD 9.000 8.000 $1,758.11 360 1-Aug-26 $218,260.38
6991979 BUTTE MT 59701 SFD 8.875 8.000 $1,861.81 360 1-Jul-26 $233,603.52
6991983 BLOOMFIELD HILLS MI 48302 LCO 8.125 7.855 $1,930.50 360 1-Sep-26 $259,829.92
6991984 WACO TX 76710 SFD 8.625 8.000 $2,187.54 360 1-Jul-26 $280,748.24
6991985 NORTH OAKS MN 55127 SFD 8.375 8.000 $1,915.39 360 1-Aug-26 $251,675.95
6991987 SETAUKET NY 11733 SFD 8.375 8.000 $1,660.76 360 1-Aug-26 $218,193.94
6991988 SALT LAKE CITY UT 84121 SFD 8.625 8.000 $2,135.04 360 1-Aug-26 $274,074.69
6991989 FAIRFAX STATION VA 22039 SFD 7.875 7.605 $1,769.17 360 1-Jul-26 $243,492.93
6991990 SPRINGFIELD VA 22152 SFD 8.000 7.730 $1,922.47 360 1-Aug-26 $261,647.22
6991991 HERNDON VA 22071 SFD 8.250 7.980 $2,050.96 360 1-Sep-26 $272,825.92
6991992 SAINT PAUL MN 55108 SFD 8.750 8.000 $2,513.51 360 1-Aug-26 $319,131.02
6991993 WABASHA MN 55981 SFD 8.625 8.000 $1,672.25 360 1-Jul-26 $214,616.44
6991994 LAS VEGAS NV 89121 PUD 7.625 7.355 $2,928.15 360 1-Dec-25 $410,618.59
6991995 WESTERN SPRINGS IL 60558 SFD 8.875 8.000 $1,734.51 360 1-Sep-26 $217,877.78
6991996 SHOREWOOD WI 53211 SFD 8.750 8.000 $1,837.74 360 1-Sep-26 $233,465.59
6991998 INDIANAPOLIS IN 46278 SFD 8.500 8.000 $1,619.34 360 1-Sep-26 $210,472.41
6991999 OMAHA NE 68135 SFD 8.500 8.000 $2,291.37 360 1-Sep-26 $297,819.46
6992000 BULLHEAD CITY AZ 86442 SFD 8.750 8.000 $1,888.09 360 1-Jul-26 $239,582.70
6992001 LIVINGSTON NJ 07039 SFD 8.750 8.000 $2,391.57 360 1-Aug-26 $303,648.92
6992002 LITTLE SILVER NJ 07739 SFD 7.875 7.605 $3,451.34 360 1-Aug-26 $475,342.67
6992003 SCARSDALE NY 10583 SFD 8.375 8.000 $3,040.29 360 1-Aug-26 $399,501.02
6992005 DANA POINT CA 92629 LCO 8.500 8.000 $2,183.71 360 1-Sep-26 $283,827.96
6992006 SAN CLEMENTE CA 92673 LCO 8.625 8.000 $1,750.03 360 1-Sep-26 $224,867.16
6992009 FORT COLLINS CO 80525 SFD 8.375 8.000 $1,844.93 360 1-Jul-26 $242,274.20
6992010 SPARTANBURG SC 29301 SFD 8.500 8.000 $3,260.20 360 1-Jul-26 $423,223.92
6992011 ARLINGTON HEIGHTS IL 60004 SFD 8.250 7.980 $1,690.36 360 1-Jul-26 $224,283.69
6992012 PORT ARANSAS TX 78373 PUD 8.875 8.000 $1,851.47 360 1-Aug-26 $232,438.12
6992013 RENTON WA 98059 PUD 8.375 8.000 $1,691.92 360 1-Jul-26 $222,182.02
6992014 WOODINVILLE WA 98072 SFD 8.500 8.000 $1,952.66 360 1-Aug-26 $252,637.67
6992015 LOUISVILLE CO 80027 SFD 8.500 8.000 $1,729.67 360 1-Aug-26 $224,676.49
6992016 BLUFFDALE UT 84065 SFD 8.750 8.000 $2,354.20 360 1-Aug-26 $298,904.41
6992017 SALT LAKE CITY UT 84121 SFD 8.625 8.000 $1,865.92 360 1-Aug-26 $239,615.70
6992018 SARATOGA CA 95070 SFD 8.250 7.980 $4,131.97 360 1-Aug-26 $549,296.15
6992019 SARATOGA CA 95070 SFD 8.250 7.980 $3,493.39 360 1-Aug-26 $464,404.94
6992020 FREMONT CA 94539 SFD 8.625 8.000 $3,888.95 360 1-Aug-26 $499,407.48
6992021 FOSTER CITY CA 94404 PUD 8.250 7.980 $2,929.94 360 1-Sep-26 $389,751.31
6992022 FREMONT CA 94538 PUD 8.625 8.000 $3,873.39 360 1-Aug-26 $497,409.86
6992023 DANVILLE CA 94526 PUD 8.500 8.000 $1,999.18 360 1-Sep-26 $259,842.49
6992024 LOS ANGELES CA 90049 SFD 8.625 8.000 $3,500.05 360 1-Aug-26 $449,466.75
6992025 SAN DIEGO CA 92107 SFD 8.625 8.000 $2,345.04 360 1-Aug-26 $301,142.70
6992026 MEDFORD OR 97504 SFD 8.750 8.000 $2,360.10 360 1-Jul-26 $299,478.41
6992028 VANCOUVER WA 98686 SFD 8.875 8.000 $2,141.88 360 1-Aug-26 $268,897.04
6992029 LAKE OSWEGO OR 97034 SFD 8.625 8.000 $3,062.55 360 1-Aug-26 $393,283.39
6992030 PORTLAND OR 97225 SFD 8.750 8.000 $1,730.74 360 1-Aug-26 $219,745.93
6992031 EUGENE OR 97405 SFD 8.750 8.000 $3,933.50 360 1-Sep-26 $499,712.33
6992032 CAMARILLO CA 93012 SFD 8.875 8.000 $1,846.29 360 1-Aug-26 $231,788.86
6992033 SAPELLO NM 87745 SFD 8.875 8.000 $1,760.36 360 1-Aug-26 $220,921.45
6992035 RANCHO PALOS VERD CA 90274 SFD 8.625 8.000 $4,001.73 360 1-Aug-26 $511,875.92
6992036 SAN DIEGO CA 92130 PUD 7.875 7.605 $1,905.12 360 1-Jul-26 $262,203.26
6992037 SAN JOSE CA 95123 SFD 8.750 8.000 $1,786.20 360 1-Aug-26 $226,787.79
6992038 LA JOLLA CA 92037 SFD 8.375 8.000 $3,800.36 360 1-Aug-26 $499,376.25
6992039 ORANGE CA 92669 PUD 9.125 8.000 $1,947.43 360 1-Sep-26 $239,222.63
6992040 APEX NC 27502 SFD 8.875 8.000 $2,101.30 360 1-Aug-26 $263,802.78
6992041 ANAHEIM CA 92808 PUD 8.375 8.000 $1,846.98 360 1-Aug-26 $242,696.86
6992042 CARLSBAD CA 92009 PUD 8.500 8.000 $1,748.51 360 1-Aug-26 $227,123.50
6992043 TRABUCO CANYON AREA CA 92679 PUD 8.625 8.000 $1,988.81 360 1-Aug-26 $255,396.98
6992044 VALENCIA AREA CA 91354 PUD 8.000 7.730 $1,648.77 360 1-Aug-26 $224,397.45
6992045 ANAHIEM HILLS CA 92808 PUD 8.750 8.000 $1,895.95 360 1-Aug-26 $240,721.67
6992046 POWAY CA 92064 SFD 8.375 8.000 $1,696.86 360 1-Aug-26 $222,971.51
6992047 ALAMEDA CA 94502 PUD 8.375 8.000 $2,090.20 360 1-Aug-26 $274,656.95
6992048 TRABUCO CANYON CA 92679 PUD 8.250 7.980 $1,791.02 360 1-Aug-26 $238,094.91
6992049 CARLSBAD CA 92008 PUD 8.625 8.000 $1,972.47 360 1-Aug-26 $253,299.48
6992051 ANTIOCH CA 94509 SFD 8.375 8.000 $1,654.76 360 1-Jul-26 $217,301.18
6992053 SOUTHAMPTON NY 11968 SFD 8.625 8.000 $1,891.59 360 1-Jul-26 $242,766.13
6992060 BERKELEY HEIGHTS NJ 07974 SFD 8.500 8.000 $1,878.85 360 1-Jul-26 $243,652.20
6992061 COPPELL TX 75019 SFD 8.250 7.980 $2,614.41 360 1-May-26 $346,875.08
6992062 WYLIE TX 75098 SFD 8.375 8.000 $1,933.63 360 1-Jul-26 $253,922.30
6992063 OAK POINT TX 75068 PUD 8.625 8.000 $1,788.92 360 1-Jul-26 $229,589.69
6992065 NEW CITY NY 10956 SFD 8.625 8.000 $2,061.15 360 1-Jul-26 $264,527.23
6992066 MINNEAPOLIS MN 55403 SFD 8.375 8.000 $2,561.45 360 1-Aug-26 $336,579.60
6992067 BOURNE MA 02562 SFD 8.500 8.000 $2,299.06 360 1-Aug-26 $298,636.43
6992068 SHREVEPORT LA 71119 SFD 8.000 7.730 $1,710.41 360 1-Jul-26 $232,627.64
6992069 LA JOLLA CA 92037 SFD 8.250 7.980 $2,193.70 360 1-Sep-26 $291,813.80
6992070 LITTLETON CO 80128 SFD 8.750 8.000 $2,686.59 360 1-Aug-26 $341,105.59
6992071 CHANTILLY VA 22021 PUD 7.875 7.605 $1,740.17 360 1-Jul-26 $239,501.24
6992072 ALEXANDRIA VA 22315 SFD 7.750 7.480 $1,974.44 360 1-Jul-26 $275,012.66
6992073 POTOMAC MD 20854 SFD 8.750 8.000 $4,122.32 360 1-Jun-26 $522,780.80
6992074 SUDBURY MA 01776 SFD 7.500 7.230 $2,726.94 360 1-Jul-26 $389,126.24
6992075 MINNEAPOLIS MN 55416 SFD 8.625 8.000 $2,264.92 360 1-Sep-26 $291,028.08
6992078 SHAWNEE KS 66216 SFD 8.750 8.000 $2,335.56 360 1-Aug-26 $296,537.13
6992079 BETHESDA MD 20817 SFD 8.375 8.000 $2,486.96 360 1-Jul-26 $326,585.59
6992082 VICTORVILLE CA 92392 SFD 8.375 8.000 $2,189.01 360 1-Aug-26 $287,640.73
6992083 COLTON CA 92324 SFD 7.625 7.355 $2,477.28 360 1-Jun-26 $348,369.36
6992084 WARREN NJ 07060 SFD 8.875 8.000 $3,182.58 360 1-Aug-26 $399,549.84
6992085 AMHERST MA 01002 SFD 8.125 7.855 $1,633.50 360 1-Jun-26 $219,149.74
6992089 NORTH EAST MD 21901 SFD 8.125 7.855 $4,083.74 360 1-Aug-26 $549,278.00
6992090 TACOMA WA 98422 SFD 7.875 7.605 $1,921.44 360 1-Mar-26 $263,697.95
6992091 GREENVILLE SC 29615 SFD 8.375 8.000 $2,049.16 360 1-Aug-26 $268,552.10
6992094 WELLESLEY MA 02181 SFD 8.750 8.000 $2,360.11 360 1-Aug-26 $299,653.52
6992095 RYE NY 10580 SFD 8.625 8.000 $1,283.36 360 1-Sep-26 $164,902.58
6992096 BISMARCK ND 58504 SFD 8.875 8.000 $2,828.52 360 1-Aug-26 $355,099.92
6992098 AMHERST NY 14221 SFD 8.750 8.000 $3,933.51 360 1-Aug-26 $499,422.55
6992099 FAIRFAX STATION VA 22039 SFD 8.250 7.980 $2,264.32 360 1-Jul-26 $300,778.20
6992100 HERNDON VA 22070 PUD 7.500 7.230 $2,247.28 360 1-Jun-26 $320,436.90
6992101 PORTLAND OR 97229 PUD 8.625 8.000 $1,798.25 360 1-Aug-26 $230,926.02
6992102 PALM HARBOR FL 34683 SFD 8.750 8.000 $2,347.83 360 1-Aug-26 $298,095.34
6992103 AUSTIN TX 78732 SFD 8.750 8.000 $2,301.10 360 1-Sep-26 $292,331.71
6992105 BROOMFIELD CO 80020 SFD 8.500 8.000 $2,318.28 360 1-Sep-26 $301,317.34
6992106 CENTERVILLE OH 45459 SFD 8.875 8.000 $1,765.14 360 1-Sep-26 $221,725.63
6992107 RANCHO SANTA FE CA 92067 SFD 8.750 8.000 $3,933.51 360 1-Aug-26 $499,422.55
6992108 RIDGEWOOD NJ 07450 SFD 8.750 8.000 $2,077.57 360 1-Sep-26 $263,934.06
6992110 DEMAREST NJ 07627 SFD 8.125 7.855 $1,559.24 360 1-Jun-26 $209,444.94
6992111 COLUMBIA MO 65203 SFD 8.500 8.000 $2,691.20 360 1-Jul-26 $349,359.38
6992113 MOSS POINT MS 39563 SFD 8.625 8.000 $2,041.70 360 1-Aug-26 $262,188.92
6992114 LAKEWOOD WA 98498 SFD 8.000 7.730 $1,746.36 360 1-Sep-26 $237,840.31
6992115 PROSPECT HEIGHTS IL 60070 SFD 8.875 8.000 $1,753.61 360 1-Jul-26 $220,026.55
6992116 ELLICOTT CITY MD 21042 SFD 8.625 8.000 $1,859.70 360 1-Aug-26 $238,816.65
6992118 KERRVILLE TX 78028 SFD 8.750 8.000 $2,950.13 360 1-Sep-26 $374,784.25
6992119 RUMSON NJ 07760 SFD 8.500 8.000 $2,691.20 360 1-Sep-26 $349,787.97
6992121 PLEASANTVILLE NY 10570 SFD 8.375 8.000 $1,751.21 360 1-Sep-26 $230,256.79
6992122 YONKERS NY 10710 PUD 8.500 8.000 $1,640.10 360 1-Sep-26 $213,170.77
6992123 GRANADA HILLS CA 91344 SFD 8.500 8.000 $999.59 360 1-Sep-26 $129,921.24
6992126 WATCHUNG BORO NJ 07060 SFD 8.625 8.000 $1,851.14 360 1-Sep-26 $237,859.49
6992127 HOLMES BEACH FL 34217 LCO 8.875 8.000 $1,754.40 360 1-Sep-26 $220,251.85
6992128 NAPA CA 94559 SFD 8.625 8.000 $1,943.73 360 1-Sep-26 $249,756.46
6992130 LA VERNE CA 91750 SFD 8.375 8.000 $2,090.20 360 1-Aug-26 $274,656.95
6992131 SPRINGFIELD VA 22153 SFD 8.125 7.855 $1,622.36 360 1-Aug-26 $218,213.17
6992132 HERNDON VA 22071 SFD 8.500 8.000 $1,690.38 360 1-Aug-26 $219,572.70
6992133 BELAIR MD 21015 SFD 8.000 7.730 $1,555.59 360 1-Aug-26 $211,714.54
6992135 CHESAPEAKE VA 23320 SFD 8.375 8.000 $1,725.75 360 1-Aug-26 $226,766.75
6992136 LONGHILL TWP NJ 07946 SFD 8.750 8.000 $2,438.78 360 1-Sep-26 $309,821.64
6992137 ZIONSVILLE IN 46077 SFD 8.750 8.000 $2,021.82 360 1-Jul-26 $256,553.17
6992138 EDINA MN 55436 SFD 8.500 8.000 $3,567.76 360 1-Aug-26 $463,435.83
6992139 SOUTHBOROUGH MA 01772 SFD 8.875 8.000 $1,670.46 360 1-Aug-26 $209,713.72
6992140 WYNNEWOOD PA 19096 SFD 8.500 8.000 $2,537.42 360 1-Aug-26 $329,598.74
6992141 BRENTWOOD CA 94513 SFD 8.500 8.000 $1,650.67 360 1-Aug-26 $214,413.96
6992143 PARADISE VALLEY AZ 85253 SFD 8.000 7.730 $2,751.62 360 1-Feb-26 $372,939.43
6992145 ENCINITAS CA 92024 SFD 8.875 8.000 $3,461.06 360 1-Sep-26 $434,756.13
6992146 SAN RAMON CA 94583 SFD 8.500 8.000 $2,387.48 360 1-Aug-26 $310,122.45
6992147 BOULDER CO 80304 PUD 8.750 8.000 $2,441.92 360 1-Aug-26 $310,041.52
6992148 MORGAN HILL CA 95037 SFD 8.625 8.000 $2,002.81 360 1-Aug-26 $257,194.85
6992150 SCOTTS VALLEY CA 95066 SFD 8.500 8.000 $2,522.04 360 1-Aug-26 $327,601.18
6992151 WASHINGTON DC 20015 SFD 8.500 8.000 $2,337.50 360 1-Sep-26 $303,815.83
6992152 FRANKLIN MA 02038 SFD 8.125 7.855 $1,707.75 360 1-Sep-26 $229,849.54
6992153 BROOKFIELD WI 53045 SFD 8.250 7.980 $2,599.39 360 1-Sep-26 $345,779.36
6992154 LAS VEGAS NV 89134 SFD 8.000 7.730 $1,733.89 360 1-Sep-26 $236,141.44
6992155 MOUNT SINAI NY 11766 SFD 8.875 8.000 $2,387.73 360 1-Sep-26 $299,931.76
6992157 MITCHELLSVILLE MD 20721 SFD 9.125 8.000 $1,859.56 360 1-Jul-26 $228,182.34
6992158 PLYMOUTH MN 55447 SFD 8.625 8.000 $2,488.93 360 1-Sep-26 $319,811.07
6992159 PRIOR LAKE MN 55372 SFD 8.000 7.730 $1,981.17 360 1-Aug-26 $269,636.45
6992161 CHANDLER HEIGHTS AZ 85249 SFD 8.500 8.000 $1,730.06 360 1-Aug-26 $224,726.41
6992162 DENVILLE NJ 07834 SFD 8.375 8.000 $2,272.62 360 1-Sep-26 $298,624.77
6992163 MATTHEWS NC 28105 SFD 8.250 7.980 $1,627.25 360 1-Sep-26 $216,461.88
6992166 BREWSTER NY 10509 SFD 7.750 7.480 $1,791.04 360 1-Sep-26 $249,823.54
6992167 BOCA RATON FL 33496 SFD 8.500 8.000 $3,075.66 360 1-Sep-26 $399,751.67
6992168 POWAY CA 92064 SFD 8.625 8.000 $1,932.81 360 1-Sep-26 $248,353.28
6992169 POWAY CA 92064 SFD 9.000 8.000 $2,928.83 360 1-Sep-26 $363,801.17
6992170 MORGAN HILL CA 95037 SFD 8.625 8.000 $1,944.48 360 1-Sep-26 $249,852.40
6992171 BOISE ID 83703 SFD 8.750 8.000 $1,876.29 360 1-Sep-26 $238,362.77
6992172 ACTON MA 01720 SFD 8.250 7.980 $2,068.99 360 1-Sep-26 $275,224.39
6992173 MASON NECK VA 22079 SFD 8.125 7.855 $1,960.20 360 1-Aug-26 $263,653.43
6992174 MARBLEHEAD MA 01945 SFD 8.500 8.000 $2,311.36 360 1-Aug-26 $300,234.49
6992175 WESTPORT CT 06880 SFD 8.875 8.000 $2,040.83 360 1-Sep-26 $256,356.20
6992176 ALBUQUERQUE NM 87112 SFD 8.750 8.000 $2,033.63 360 1-Sep-26 $258,351.27
6992177 LAS VEGAS NV 89107 SFD 8.750 8.000 $7,867.01 360 1-Sep-26 $999,424.66
6992179 SANDY UT 84093 SFD 8.500 8.000 $2,306.75 360 1-Aug-26 $299,635.21
6992180 LONGWOOD FL 32779 SFD 8.625 8.000 $2,309.06 360 1-Sep-26 $296,699.73
6992181 TUCSON AZ 85749 SFD 8.375 8.000 $1,444.14 360 1-Aug-26 $189,762.98
6992182 PHOENIX AZ 85020 SFD 8.375 8.000 $2,158.61 360 1-Aug-26 $283,645.71
6992183 PASADENA CA 91107 SFD 8.250 7.980 $1,690.36 360 1-Sep-26 $224,856.52
6992184 WEST CHESTER PA 19382 SFD 8.375 8.000 $2,660.26 360 1-Sep-26 $349,563.38
6992187 MIDLOTHIAN VA 23113 SFD 7.500 7.230 $2,272.45 360 1-Aug-26 $324,387.75
6992188 BATTLEGROUND WA 98604 SFD 7.875 7.605 $1,461.02 360 1-Aug-26 $201,221.73
6992190 SAN RAMON CA 94583 PUD 8.375 8.000 $1,647.92 360 1-Jul-26 $216,402.87
6992191 SCOTTSDALE AZ 85260 SFD 8.875 8.000 $4,010.06 360 1-Sep-26 $503,717.44
6992194 PARK CITY UT 84098 SFD 7.750 7.480 $2,114.85 360 1-Sep-26 $294,991.65
6992195 SNOHOMISH WA 98290 SFD 8.875 8.000 $1,872.95 360 1-Sep-26 $235,268.03
6992197 REDMOND WA 98052 SFD 8.250 7.980 $2,247.04 360 1-Sep-26 $298,909.27
6992199 PROSPECT KY 40059 SFD 8.000 7.730 $2,582.86 360 1-Sep-26 $351,763.81
6992200 PARK CITY UT 84060 PUD 8.625 8.000 $2,582.26 360 1-Sep-26 $331,803.99
6992201 PLEASANTON CA 94588 SFD 8.375 8.000 $2,546.24 360 1-Sep-26 $334,791.78
6992202 MORAGA CA 94556 SFD 8.000 7.730 $3,008.43 360 1-Sep-26 $409,724.90
6992204 SAN RAMON CA 94583 PUD 8.500 8.000 $2,185.25 360 1-Sep-26 $284,027.83
6992205 SANTA CLARA CA 95050 SFD 8.375 8.000 $1,843.18 360 1-Sep-26 $242,349.27
6992206 CARSON CITY NV 89703 SFD 9.125 8.000 $3,824.08 360 1-Aug-26 $469,497.86
6992207 MERCED CA 95340 SFD 8.375 8.000 $1,672.16 360 1-Sep-26 $219,863.26
6992210 BISMARCK ND 58501 SFD 8.375 8.000 $2,648.86 360 1-Sep-26 $348,283.38
6992211 BERTHOUD CO 80513 SFD 8.375 8.000 $1,694.97 360 1-Aug-26 $222,721.80
6992217 DENVER CO 80220 SFD 8.375 8.000 $2,371.43 360 1-Aug-26 $311,610.79
6992218 FRANKTOWN CO 80116 SFD 8.375 8.000 $2,067.40 360 1-Sep-26 $271,830.93
6992219 DENVER CO 80218 SFD 8.375 8.000 $2,401.83 360 1-Sep-26 $315,803.59
6992221 SALT LAKE CITY UT 84103 SFD 7.875 7.605 $2,465.24 360 1-Jul-26 $339,293.41
6992222 IJAMSVILLE MD 21754 SFD 8.500 8.000 $1,799.72 360 1-Sep-26 $233,918.20
6992223 SWAMPSCOTT MA 01907 SFD 8.875 8.000 $1,826.01 360 1-Sep-26 $229,371.33
6992224 ROCHESTER MN 55902 SFD 8.625 8.000 $3,002.27 360 1-Jul-26 $385,059.60
6992225 FRANKLIN MA 02038 SFD 8.000 7.730 $1,545.31 360 1-Sep-26 $210,458.69
6992226 CORVALLIS OR 97330 SFD 8.625 8.000 $1,851.14 360 1-Sep-26 $237,859.49
6992228 YORKTOWN HEIGHTS NY 10598 SFD 8.875 8.000 $1,852.26 360 1-Sep-26 $232,669.49
6992230 MAPLE GROVE MN 55369 SFD 8.500 8.000 $2,131.43 360 1-Sep-26 $277,032.07
6992231 DANVILLE CA 94506 SFD 8.500 8.000 $2,254.46 360 1-Sep-26 $293,022.37
6992232 DURANGO CO 81301 SFD 8.875 8.000 $1,861.81 360 1-Sep-26 $233,868.81
6992233 BRECKENRIDGE CO 80424 PUD 8.625 8.000 $1,701.19 360 1-Sep-26 $218,590.86
6992234 COLORADO SPRINGS CO 80904 SFD 8.750 8.000 $2,128.72 360 1-Sep-26 $270,432.32
6992235 AMHERST NH 03031 SFD 8.375 8.000 $1,744.37 360 1-Aug-26 $229,213.70
6992236 CHESTNUT RIDGE NY 10977 SFD 8.500 8.000 $2,306.75 360 1-Sep-26 $299,181.71
6992237 SANDWICH MA 02562 SFD 8.875 8.000 $2,116.42 360 1-Sep-26 $265,850.87
6992238 PARK CITY UT 84098 SFD 8.625 8.000 $1,971.12 360 1-Aug-26 $253,124.67
6992241 SUDBURY MA 01776 SFD 8.500 8.000 $2,306.75 360 1-Sep-26 $299,818.25
6992242 BUFFALO GROVE IL 60089 SFD 8.750 8.000 $2,360.10 360 1-Aug-26 $299,653.54
6992245 LIVERMORE CA 94550 SFD 8.125 7.855 $2,093.85 360 1-Sep-26 $281,815.52
6992246 HOLMDEL NJ 07733 SFD 7.875 7.605 $1,885.19 360 1-Aug-26 $259,640.95
6992247 DANVILLE CA 94526 SFD 8.375 8.000 $1,664.26 360 1-Sep-26 $218,823.90
6992248 PHOENIX AZ 85044 SFD 8.625 8.000 $2,247.82 360 1-Sep-26 $288,829.37
6992249 NORTH MANKATO MN 56003 SFD 8.500 8.000 $1,890.38 360 1-Sep-26 $245,701.06
6992252 LAFAYETTE CO 80026 PUD 8.500 8.000 $2,076.07 360 1-Sep-26 $269,836.43
6992253 WOODINVILLE WA 98072 SFD 8.250 7.980 $2,554.31 360 1-Aug-26 $339,564.89
6992257 MODESTO CA 95356 PUD 8.625 8.000 $2,828.04 360 1-Sep-26 $363,385.34
6992259 BELMONT MA 02178 LCO 9.000 8.000 $2,478.24 360 1-Aug-26 $306,573.56
6992260 LOVELAND OH 45140 SFD 8.500 8.000 $1,983.80 360 1-Aug-26 $257,669.98
6992261 GLENDALE AZ 85308 SFD 9.125 8.000 $1,846.13 360 1-Jul-26 $226,535.00
6992263 MISSOULA MT 59801 SFD 8.250 7.980 $3,568.52 360 1-Sep-26 $474,697.11
6992264 PROSPECT HEIGHTS IL 60070 SFD 8.750 8.000 $2,473.39 360 1-Sep-26 $314,219.11
6992265 SCOTTSDALE AZ 85259 SFD 8.875 8.000 $4,735.29 360 1-Aug-26 $594,480.21
6992266 CUPERTINO CA 95014 SFD 8.500 8.000 $2,249.08 360 1-Aug-26 $291,944.33
6992269 SIOUX CITY IA 51104 SFD 8.875 8.000 $1,897.62 360 1-Sep-26 $238,366.29
6992270 STOW MA 01775 SFD 8.750 8.000 $1,748.84 360 1-Sep-26 $222,172.10
6992271 OMAHA NE 68114 SFD 8.625 8.000 $1,978.70 360 1-Sep-26 $254,249.80
6992272 ST PAUL MN 55105 SFD 8.250 7.980 $1,652.79 360 1-Sep-26 $219,859.71
6992275 SNOWMASS VILLAGE CO 81615 LCO 8.625 8.000 $2,916.72 360 1-Sep-26 $374,778.59
6992276 BETHESDA MD 20817 SFD 8.500 8.000 $3,352.47 360 1-Sep-26 $435,735.86
6992277 DAYTON OH 45458 PUD 8.625 8.000 $1,928.92 360 1-Sep-26 $247,853.58
6992278 LEONIA NJ 07605 SFD 8.875 8.000 $2,064.70 360 1-Sep-26 $259,354.52
6992280 FOX RIVER GROVE IL 60021 SFD 8.875 8.000 $2,191.86 360 1-Aug-26 $275,170.96
6992282 CUPERTINO CA 95014 SFD 8.000 7.730 $3,536.75 360 1-Jan-26 $479,010.42
6992283 GERMANTOWN MD 20876 SFD 7.750 7.480 $1,997.36 360 1-Feb-26 $277,189.73
6992284 ALEXANDRIA VA 22309 SFD 7.750 7.480 $2,298.25 360 1-Sep-26 $320,573.58
6992285 SILVER SPRING MD 20906 SFD 8.250 7.980 $1,857.14 360 1-Sep-26 $247,042.36
6992287 WEST TX 76691 SFD 8.000 7.730 $ 660.39 360 1-Sep-26 $89,939.61
6992290 SANDY UT 84092 SFD 8.625 8.000 $2,138.93 360 1-Aug-26 $274,674.10
6992291 GALLOWAY NJ 08201 SFD 8.500 8.000 $1,643.55 360 1-Sep-26 $213,620.51
6992293 FAIRFIELD CT 06430 SFD 8.000 7.730 $2,876.36 360 1-Oct-26 $392,000.00
6992296 NORTHFIELD IL 60093 SFD 8.750 8.000 $2,817.97 360 1-Sep-26 $357,993.91
6992301 CASTLE ROCK CO 80104 SFD 8.500 8.000 $3,129.48 360 1-Sep-26 $406,753.44
6992302 WEST HOLLYWOOD CA 90048 MF2 8.750 8.000 $3,005.20 360 1-Sep-26 $381,780.22
6992303 CAMARILLO AREA CA 93012 SFD 9.500 8.000 $2,252.65 360 1-Sep-26 $267,768.23
6992304 MANHATTAN BEACH CA 90266 SFD 9.750 8.000 $4,742.53 360 1-Sep-26 $551,742.47
6992305 LOS ANGELES CA 91364 SFD 8.750 8.000 $2,045.42 360 1-Aug-26 $259,699.73
6992306 SAN DIMAS CA 91773 PUD 8.500 8.000 $1,768.50 360 1-Sep-26 $229,860.67
6992308 ANAHEIM CA 92807 PUD 8.375 8.000 $2,645.05 360 1-Sep-26 $347,783.70
6992309 MEDFORD OR 97504 SFD 8.750 8.000 $1,927.42 360 1-Sep-26 $244,859.04
6992310 TUALATIN OR 97062 PUD 8.250 7.980 $1,724.16 360 1-Aug-26 $229,206.30
6992311 SCAPPOOSE OR 97056 SFD 8.125 7.855 $1,763.43 360 1-Sep-26 $237,344.64
6992312 MEDFORD OR 97504 SFD 8.500 8.000 $3,444.73 360 1-Sep-26 $447,728.60
6992313 THOUSAND OAKS CA 91362 SFD 8.625 8.000 $2,215.92 360 1-Sep-26 $284,731.80
6992314 LAKESIDE CA 92040 SFD 8.125 7.855 $1,656.51 360 1-Sep-26 $222,954.06
6992315 RANCHO CUCAMONGA CA 91701 SFD 8.500 8.000 $1,650.78 360 1-Sep-26 $214,559.94
6992316 RANCHO SANTA CA 92688 PUD 8.375 8.000 $1,693.82 360 1-Sep-26 $222,553.59
MARGARITA
6992317 MISSION VIEJO CA 92692 PUD 8.500 8.000 $1,785.42 360 1-Aug-26 $231,917.66
6992318 FOUNTAIN VALLEY CA 92708 SFD 8.750 8.000 $1,980.52 360 1-Sep-26 $251,605.16
6992319 ANNANDALE NJ 08801 SFD 8.500 8.000 $1,922.28 360 1-Aug-26 $249,696.03
6992320 WASHINGTON DC 20016 SFD 8.500 8.000 $3,998.35 360 1-Sep-26 $519,684.98
6992321 BEDFORD NH 03110 SFD 8.750 8.000 $2,336.50 360 1-Sep-26 $296,829.13
6992323 ARLINGTON TX 76006 SFD 9.250 8.000 $2,690.15 360 1-Jul-26 $326,351.94
6992326 HOUSTON TX 77057 PUD 8.875 8.000 $1,495.82 360 1-Sep-26 $187,894.60
6992327 NORTH MANKATO MN 56003 SFD 8.750 8.000 $2,596.12 360 1-Aug-26 $329,618.88
6992331 FLORHAM PARK NJ 07932 LCO 8.750 8.000 $2,265.70 360 1-Aug-26 $287,667.39
6992333 RENO NV 89511 SFD 8.375 8.000 $7,448.71 360 1-Sep-26 $979,390.87
6992335 CHEVY CHASE MD 20815 SFD 7.875 7.605 $2,537.74 360 1-Sep-26 $349,759.14
6992336 WASHINGTON DC 20016 SFD 8.250 7.980 $3,425.78 360 1-Sep-26 $455,709.22
6992337 INCLINE VILLAGE NV 89451 SFD 8.625 8.000 $5,833.42 360 1-Sep-26 $749,557.21
6992338 BERNARDS TWP NJ 07921 PUD 8.375 8.000 $2,633.47 360 1-Sep-26 $346,260.64
6992339 WASHINGTON TWP NJ 07853 SFD 7.750 7.480 $2,205.12 360 1-Sep-26 $307,582.75
6992341 SAN LEON TX 77539 SFD 8.750 8.000 $3,039.81 360 1-Sep-26 $386,177.69
6992342 PLAYA DEL REY CA 90293 SFD 8.250 7.980 $3,395.73 360 1-Sep-26 $451,711.77
6992343 GOLDEN CO 80401 SFD 8.375 8.000 $2,645.05 360 1-Sep-26 $347,783.70
6992344 SAN FRANSISCO CA 94114 LCO 8.250 7.980 $2,464.15 360 1-Sep-26 $327,790.85
6992348 NAGS HEAD NC 27959 SFD 8.375 8.000 $2,589.67 300 1-Oct-21 $325,000.00
6992349 ENGLEWOOD CO 80111 SFD 7.750 7.480 $2,693.71 360 1-Sep-26 $375,434.19
6992350 ANDOVER MA 01810 SFD 8.125 7.855 $2,322.54 360 1-Sep-26 $312,595.38
6992351 PINE SPRINGS MN 55115 SFD 8.375 8.000 $1,846.98 360 1-Sep-26 $242,848.96
6992352 POTOMAC MD 20854 SFD 8.250 7.980 $2,212.48 360 1-Sep-26 $294,312.21
6992354 LIVERMORE CA 94550 SFD 7.875 7.605 $2,035.99 360 1-Sep-26 $280,606.76
6992355 WESTERN SPRINGS IL 60558 SFD 8.875 8.000 $2,613.70 360 1-Sep-26 $328,315.83
6992357 APEX NC 27502 SFD 8.250 7.980 $1,765.48 360 1-Sep-26 $234,850.15
6992358 BROOKLINE MA 02146 SFD 8.250 7.980 $1,923.24 360 1-Sep-26 $255,836.76
6992359 GLENDALE AZ 85308 SFD 8.250 7.980 $1,893.20 360 1-Sep-26 $251,839.30
6992360 SPARKS NV 89436 PUD 8.625 8.000 $1,909.63 360 1-Sep-26 $245,375.05
6992361 SAN JOSE CA 95118 SFD 8.375 8.000 $1,877.38 360 1-Aug-26 $246,691.87
6992362 FOXBORO MA 02035 SFD 8.375 8.000 $1,839.38 360 1-Sep-26 $241,349.58
6992363 SOUTHBORO MA 01772 SFD 8.625 8.000 $1,838.93 360 1-Sep-26 $236,290.41
6992364 RIVERSIDE IL 60546 SFD 8.875 8.000 $1,917.50 360 1-Sep-26 $240,864.90
6992365 SAN DIEGO CA 92128 PUD 8.625 8.000 $3,150.05 360 1-Sep-26 $404,760.89
6992366 MISSOULA MT 59801 SFD 8.500 8.000 $2,238.70 360 1-Sep-26 $290,973.61
6992367 WEST CALDWELL NJ 07006 SFD 9.250 8.000 $1,941.51 360 1-Sep-26 $235,877.66
6992368 GLENCOE IL 60062 SFD 8.375 8.000 $6,460.61 360 1-Sep-26 $849,471.68
6992369 BRENTWOOD CA 94513 SFD 8.250 7.980 $2,041.19 360 1-Sep-26 $271,526.75
6992372 CHESTERFIELD VA 23838 PUD 8.375 8.000 $2,360.02 360 1-Sep-26 $310,307.01
6992374 POWAY CA 92064 SFD 8.750 8.000 $4,200.98 360 1-Sep-26 $533,692.77
6992375 CEDARHURST NY 11516 SFD 8.625 8.000 $1,788.92 360 1-Sep-26 $229,864.21
6992376 ARMONK NY 10504 SFD 8.125 7.855 $1,767.14 360 1-Sep-26 $237,844.32
6992377 FRESNO CA 93720 SFD 8.875 8.000 $1,874.22 360 1-Sep-26 $235,427.94
6992378 FREMONT CA 94536 SFD 8.375 8.000 $1,740.19 360 1-Sep-26 $228,807.69
6992379 NEENAH WI 54956 SFD 8.750 8.000 $1,888.08 360 1-Sep-26 $239,861.92
6992380 ELGIN IL 60123 SFD 8.750 8.000 $1,848.75 360 1-Sep-26 $234,864.79
6992381 BOTHELL WA 98021 SFD 8.625 8.000 $1,885.06 360 1-Sep-26 $242,216.90
6992382 BARRINGTON IL 60010 SFD 8.500 8.000 $2,314.43 360 1-Sep-26 $300,817.65
6992386 NOKOMIS FL 34275 SFD 8.375 8.000 $2,493.04 360 1-Sep-26 $327,796.13
6992387 DURHAM NH 03824 SFD 8.875 8.000 $2,266.83 360 1-Sep-26 $284,745.28
6992389 LONG LAKE MN 55356 SFD 8.250 7.980 $1,878.17 360 1-Sep-26 $249,840.58
6992390 LITTLETON CO 80123 SFD 8.500 8.000 $3,652.34 360 1-Sep-26 $474,712.24
6992391 LA QUINTA CA 92253 PUD 8.625 8.000 $4,672.57 360 1-Sep-26 $600,395.32
6992392 CHEVY CHASE MD 20815 SFD 8.500 8.000 $1,706.99 360 1-Aug-26 $221,730.07
6992394 DELLWOOD MN 55110 SFD 8.375 8.000 $4,408.42 360 1-Sep-26 $579,639.50
6992395 BOCA RATON FL 33431 SFD 8.875 8.000 $1,647.78 360 1-Sep-26 $206,983.90
6992396 SANTA BARBARA CA 93111 SFD 8.125 7.855 $1,796.84 360 1-Sep-26 $241,841.70
6992397 MCLEAN VA 22101 SFD 8.250 7.980 $2,103.55 360 1-Oct-26 $280,000.00
6992398 PALM BEACH GARDEN FL 33410 PUD 9.250 8.000 $1,832.92 360 1-Sep-26 $222,684.50
6992400 RICHMOND CA 94803 PUD 8.750 8.000 $1,910.27 360 1-Sep-26 $242,680.29
6992401 MORGAN HILL CA 95037 SFD 8.375 8.000 $1,812.77 360 1-Sep-26 $238,351.76
6992403 BURLINGAME CA 94010 SFD 8.625 8.000 $1,798.25 360 1-Sep-26 $231,063.50
6992404 LOS ANGELES CA 90068 SFD 8.875 8.000 $2,665.41 360 1-Sep-26 $334,812.19
6992405 ARCADIA CA 91006 SFD 8.500 8.000 $3,767.68 360 1-Sep-26 $489,703.15
6992406 BELL CANYON AREA CA 91307 SFD 8.500 8.000 $4,013.73 360 1-Sep-26 $521,683.77
6992409 GLENDALE CA 91208 SFD 8.250 7.980 $1,983.34 360 1-Sep-26 $263,831.66
6992410 MOORPARK CA 93021 SFD 9.000 8.000 $1,666.37 360 1-Aug-26 $206,872.91
6992411 TIGARD OR 97223 SFD 9.125 8.000 $2,253.76 360 1-Sep-26 $276,852.59
6992412 HIGHLAND CA 92346 SFD 8.875 8.000 $2,784.76 360 1-Aug-26 $349,606.11
6992413 (DOVE CANYON AREA CA 92679 PUD 8.375 8.000 $2,736.26 360 1-Sep-26 $359,776.24
6992414 SAN DIEGO CA 92037 SFD 8.250 7.980 $3,276.27 360 1-Sep-26 $435,821.92
6992415 ANAHEIM CA 92808 SFD 8.500 8.000 $1,716.60 360 1-Sep-26 $223,114.75
6992416 BETHESDA MD 20817 SFD 8.250 7.980 $1,855.63 360 1-Sep-26 $246,842.50
6992417 EL DORADO HILLS CA 95762 PUD 8.375 8.000 $1,970.87 360 1-Sep-26 $259,138.83
6992418 LIVERMORE CA 94550 SFD 8.375 8.000 $2,224.35 360 1-Sep-26 $292,151.88
6992419 CERRITOS CA 90703 PUD 8.250 7.980 $2,253.80 360 1-Sep-26 $299,808.70
6992420 SAN DIEGO CA 92131 PUD 7.875 7.605 $1,918.90 360 1-Sep-26 $264,467.87
6992421 CARLSBAD CA 92008 PUD 8.125 7.855 $1,841.39 360 1-Sep-26 $247,837.78
6992422 CHINO HILLS CA 91709 SFD 8.500 8.000 $1,813.87 360 1-Sep-26 $235,757.09
6992423 WALNUT CA 91789 SFD 8.125 7.855 $2,006.60 360 1-Sep-26 $270,073.22
6992424 LIVERMORE CA 94550 SFD 8.375 8.000 $2,036.99 360 1-Sep-26 $267,833.43
6992425 CARLSBAD CA 92008 PUD 8.375 8.000 $2,049.91 360 1-Sep-26 $269,532.37
6992426 TRABUCO CANYON AR CA 92679 PUD 8.250 7.980 $1,742.94 360 1-Sep-26 $231,852.06
6992427 PLANO TX 75093 PUD 8.375 8.000 $2,101.60 360 1-Jun-26 $275,805.33
6992428 SPRINGFIELD VA 22153 SFD 7.875 7.605 $1,966.57 360 1-Oct-26 $271,225.00
6992429 NORTH ANDOVER MA 01845 SFD 8.375 8.000 $2,057.90 360 1-Oct-26 $270,750.00
6992430 CLIVE IA 50325 SFD 8.250 7.980 $1,596.45 360 1-Sep-26 $212,364.49
6992431 PRIOR LAKE MN 55372 SFD 8.375 8.000 $3,608.06 360 1-Sep-26 $474,404.95
6992432 ALBUQUERQUE NM 87122 SFD 8.250 7.980 $2,496.83 360 1-Sep-26 $332,138.08
6992433 BRUSH PRAIRIE WA 98606 SFD 8.375 8.000 $2,260.07 360 1-Sep-26 $297,165.19
6992434 PONCE INLET FL 32127 SFD 7.625 7.355 $4,246.77 360 1-Mar-26 $596,901.55
6992436 MOSS POINT MS 39563 SFD 8.8750 8.000 $2,705.19 360 1-Aug-26 $339,617.38
6992437 WALDORF MD 20603 PUD 8.2500 7.980 $1,972.35 360 1-Sep-26 $262,369.59
6992438 DUNKIRK MD 20754 SFD 8.3750 8.000 $1,732.96 360 1-Sep-26 $227,858.29
6992439 ATLANTA GA 30324 SFD 8.3750 8.000 $1,758.24 360 1-Sep-26 $231,181.22
6992441 TRAFALGAR IN 46181 SFD 8.3750 8.000 $2,155.56 360 1-Sep-26 $283,423.73
6992442 CHARLOTTESVILLE VA 22903 MF2 9.3750 8.000 $ 436.67 360 1-Sep-26 $52,473.49
6992443 HINSDALE IL 60521 SFD 8.3750 8.000 $3,435.53 360 1-Sep-26 $451,719.05
6992445 SAN RAMON CA 94583 PUD 8.3750 8.000 $1,710.45 360 1-Sep-26 $224,897.12
6992446 CHATHAM NJ 07928 SFD 8.5000 8.000 $2,169.56 240 1-Oct-16 $250,000.00
6992447 FOUNTAIN HILS AZ 85268 SFD 8.3750 8.000 $1,929.45 360 1-Sep-26 $253,692.21
6992448 PLANTATION FL 33324 PUD 8.6250 8.000 $1,827.81 360 1-Oct-26 $235,000.00
6992450 ARDSLEY NY 10502 SFD 8.0000 7.730 $3,232.15 360 1-Sep-26 $440,193.44
6992451 CHULA VISTA CA 91902 SFD 8.3750 8.000 $1,732.96 360 1-Sep-26 $227,858.29
6992454 LOS ANGELES CA 90046 SFD 8.2500 7.980 $4,883.23 360 1-Sep-26 $649,585.52
6992455 ATLANTA GA 30327 SFD 8.3750 8.000 $2,337.99 360 1-Sep-26 $307,408.80
6992457 LOS GATOS CA 95032 MF3 8.2500 7.980 $4,883.23 360 1-Sep-26 $649,585.52
6992458 SAN RAMON CA 94583 SFD 8.0000 7.730 $1,943.01 360 1-Sep-26 $264,622.32
6992463 ISSAQUAH WA 98027 PUD 8.5000 8.000 $1,965.34 360 1-Sep-26 $255,445.16
6992464 MUKILTEO WA 98275 SFD 8.3750 8.000 $1,903.23 360 1-Sep-26 $250,244.35
6992466 MT KISCO NY 10549 SFD 8.5000 8.000 $1,903.06 360 1-Sep-26 $247,350.06
6992467 EDEN PRAIRIE MN 55344 SFD 8.3750 8.000 $2,626.81 360 1-Sep-26 $345,385.19
6992468 NEW YORK NY 10011 MF4 8.5000 8.000 $6,762.98 360 1-Sep-26 $879,017.17
6992470 NIWOT CO 80503 SFD 8.1250 7.855 $2,561.62 360 1-Sep-26 $344,774.32
6992472 FORT WAYNE IN 46804 PUD 8.8750 8.000 $1,814.08 360 1-Sep-26 $227,872.17
6992473 WASHINGTON DC 20016 SFD 8.1250 7.855 $1,633.49 360 1-Sep-26 $219,856.09
6992474 ALBUQUERQUE NM 87104 SFD 8.8750 8.000 $1,775.88 360 1-Sep-26 $223,074.87
6992475 DOYLESTOWN PA 18901 SFD 7.7500 7.480 $1,950.08 360 1-Sep-26 $272,007.88
6992478 EDINA MN 55435 SFD 8.3750 8.000 $3,158.86 360 1-Sep-26 $415,341.68
6992479 HOFFMAN ESTATES IL 60192 SFD 9.0000 8.000 $1,808.71 360 1-Sep-26 $224,667.22
6992480 STILLWATER MN 55082 SFD 8.5000 8.000 $1,919.21 360 1-Sep-26 $249,448.79
6992482 RIDGWAY CO 81432 SFD 8.5000 8.000 $3,171.77 360 1-Sep-26 $412,250.10
6992483 POTOMAC MD 20854 SFD 8.0000 7.730 $1,992.90 360 1-Oct-26 $271,600.00
6992484 SALT LAKE CITY UT 84117 SFD 8.6250 8.000 $2,100.03 360 1-Sep-26 $269,840.60
6992485 NEWPORT BEACH CA 92663 PUD 8.3750 8.000 $4,161.40 360 1-Oct-26 $547,500.00
6992487 CHATTANOOGA TN 37421 SFD 8.0000 7.730 $2,876.36 360 1-Sep-26 $391,736.97
6992488 PAIA HI 96779 SFD 8.2500 7.980 $4,883.23 360 1-Oct-26 $650,000.00
6992489 SHREWSBURY MA 01545 SFD 8.3750 8.000 $2,176.09 360 1-Sep-26 $286,122.05
6992490 UPPER SADDLERIVER NJ 07458 SFD 8.3750 8.000 $1,938.18 360 1-Oct-26 $255,000.00
6992492 PRINCETON NJ 08540 SFD 8.8750 8.000 $2,068.68 360 1-Sep-26 $259,854.24
6992494 STERLING VA 20165 SFD 8.3750 8.000 $1,976.19 360 1-Aug-26 $259,675.66
6992495 BROOKFIELD WI 53045 SFD 8.5000 8.000 $2,152.96 360 1-Sep-26 $279,783.33
6992496 BERNARDS TWP NJ 07920 SFD 7.7500 7.480 $2,617.48 360 1-Oct-26 $365,360.00
6992497 DARIEN IL 60561 SFD 8.6250 8.000 $3,039.60 360 1-Sep-26 $390,569.28
6992498 NAPERVILLE IL 60540 SFD 8.2500 7.980 $1,616.73 360 1-Sep-26 $215,062.77
6992499 PHILADELPHIA PA 19118 SFD 8.8750 8.000 $2,450.59 360 1-Oct-26 $308,000.00
6992500 HADDONFIELD NJ 08033 SFD 8.6250 8.000 $3,204.49 360 1-Oct-26 $412,000.00
6992503 CYPRESS CA 90630 SFD 8.6250 8.000 $1,645.03 360 1-Sep-26 $211,375.13
6992506 WINDSOR CO 80550 SFD 8.5000 8.000 $1,791.57 360 1-Sep-26 $232,858.85
6992508 VISALIA CA 93277 SFD 8.5000 8.000 $2,045.31 360 1-Oct-26 $266,000.00
6992509 SHERMAN CT 06784 SFD 7.7500 7.480 $1,998.79 360 1-Oct-26 $279,000.00
6992510 COLLIERVILLE TN 38017 SFD 8.3750 8.000 $2,090.96 360 1-Sep-26 $274,929.01
6992511 ANDOVER MA 01810 SFD 8.1250 7.855 $2,078.99 360 1-Sep-26 $279,816.84
6992512 HOBOKEN NJ 07030 LCO 8.0000 7.730 $2,182.95 360 1-Sep-26 $297,300.38
6992513 PARK CITY UT 84098 SFD 8.8750 8.000 $ 358.04 360 1-Oct-26 $45,000.00
6992517 FEDERAL WAY WA 98023 SFD 8.2500 7.980 $2,103.55 360 1-Sep-26 $279,821.45
6992518 UPPER MONTCLAIR NJ 07043 SFD 8.3750 8.000 $1,839.37 360 1-Sep-26 $241,849.59
6992519 CROSS RIVER NY 10518 SFD 8.3750 8.000 $2,196.61 360 1-Sep-26 $288,820.37
6992520 SACRAMENTO CA 95821 SFD 8.5000 8.000 $2,450.91 360 1-Oct-26 $318,750.00
6992522 CUPERTINO CA 95014 SFD 8.6250 8.000 $1,983.37 360 1-Aug-26 $254,697.80
6992523 SAN JOSE CA 95129 SFD 8.0000 7.730 $2,237.98 360 1-Sep-26 $304,795.35
6992524 MOUNTAIN VIEW CA 94043 LCO 8.3750 8.000 $1,915.38 360 1-Oct-26 $252,000.00
6992525 PARK CITY UT 84098 SFD 8.2500 7.980 $2,112.94 360 1-Sep-26 $281,070.65
6992526 APPLETON WI 54915 SFD 8.5000 8.000 $2,383.63 360 1-Sep-26 $309,812.20
6992527 PALATINE IL 60057 SFD 8.7500 8.000 $1,730.74 360 1-Sep-26 $219,873.43
6992529 ALPHARETTA GA 30201 PUD 8.0000 7.730 $2,201.29 360 1-Oct-26 $300,000.00
6992530 ALPHARETTA GA 30202 PUD 7.6250 7.355 $2,103.56 360 1-Oct-26 $297,200.00
6992531 BOULDER CO 80303 SFD 8.3750 8.000 $2,941.48 360 1-Sep-26 $386,759.46
6992532 LOS ALTOS CA 94024 SFD 8.1250 7.855 $4,826.23 360 1-Sep-26 $649,574.81
6992537 GREAT FALLS MT 59404 SFD 8.5000 8.000 $1,674.35 360 1-Oct-26 $217,755.00
6992538 MONTGOMERY TWP NJ 08502 SFD 7.7500 7.480 $1,599.03 360 1-Oct-26 $223,200.00
6992539 BRANCHBURG NJ 08876 SFD 8.5000 8.000 $1,891.91 360 1-Sep-26 $245,900.94
6992540 ARROYO GRANDE CA 93420 SFD 8.2500 7.980 $1,622.74 360 1-Sep-26 $215,862.26
6992541 NEW CITY NY 10956 LCO 9.0000 8.000 $1,206.93 360 1-Oct-26 $150,000.00
6992542 BARTLETT TN 38135 SFD 8.3750 8.000 $1,698.77 360 1-Sep-26 $223,361.07
6992543 ROLLINSFORD NH 03869 SFD 8.7500 8.000 $1,947.08 360 1-Sep-26 $247,357.61
6992545 MINNETONKA MN 55345 SFD 8.1250 7.855 $2,895.74 360 1-Sep-26 $389,744.88
6992547 PLYMOUTH MN 55441 SFD 8.2500 7.980 $2,135.33 360 1-Sep-26 $284,048.75
6992612 GLENWOOD MD 21738 SFD 8.0000 7.730 $2,127.92 360 1-Sep-26 $289,805.41
6992613 WEST DES MOINES IA 50265 SFD 8.3750 8.000 $1,983.79 360 1-Oct-26 $261,000.00
6992615 DOYLESTOWN PA 18901 SFD 8.8750 8.000 $5,012.56 360 1-Sep-26 $629,646.81
6992616 LAS VEGAS NV 89102 SFD 8.8750 8.000 $1,814.07 360 1-Oct-26 $228,000.00
6992617 SUGAR LAND TX 77479 SFD 8.2500 7.980 $1,682.84 360 1-Oct-26 $224,000.00
6992618 PHOENIX AZ 85020 SFD 8.5000 8.000 $2,460.52 360 1-Sep-26 $319,454.70
6992619 SCOTTSDALE AZ 85250 PUD 8.3750 8.000 $1,641.76 360 1-Sep-26 $215,865.74
6992621 GILBERT AZ 85233 SFD 9.0000 8.000 $1,751.60 360 1-Jul-26 $217,332.59
6992622 WYCKOFF NJ 07481 SFD 8.5000 8.000 $1,862.69 360 1-Oct-26 $242,250.00
6992623 ST CHARLES IL 60174 SFD 8.5000 8.000 $1,845.40 360 1-Sep-26 $239,854.60
6992624 SAN JOSE CA 95138 SFD 8.2500 7.980 $4,507.60 360 1-Sep-26 $599,617.40
6992627 BRENTWOOD CA 94513 SFD 8.2500 7.980 $1,773.03 360 1-Oct-26 $236,005.00
6992628 SAN RAMON CA 94583 PUD 8.1250 7.855 $1,671.38 360 1-Sep-26 $224,954.75
6992629 HUDSON OH 44236 SFD 8.8750 8.000 $1,981.16 360 1-Sep-26 $248,860.40
6992631 DENVER CO 80218 SFD 8.3750 8.000 $1,822.96 360 1-Sep-26 $239,690.92
6992638 SAN BRUNO CA 94066 SFD 8.1250 7.855 $1,700.32 360 1-Oct-26 $229,000.00
6992642 CHATHAM NJ 07928 SFD 8.0000 7.730 $2,289.35 360 1-Sep-26 $311,790.65
6992644 SHOREWOOD MN 55331 SFD 8.3750 8.000 $1,607.55 360 1-Sep-26 $211,368.54
6992645 MAPLE GROVE MN 55311 SFD 8.0000 7.730 $1,973.83 360 1-Sep-26 $268,819.50
6992646 ASHBURN VA 22011 PUD 8.1250 7.855 $1,633.49 360 1-Oct-26 $220,000.00
6992647 ANNANDALE VA 22003 SFD 7.8750 7.605 $2,668.26 360 1-Oct-26 $368,000.00
6992653 ALBUQUERQUE NM 87122 SFD 8.6250 8.000 $1,795.53 360 1-Sep-26 $230,713.70
6992657 DALLAS TX 75287 SFD 7.8750 7.605 $3,987.88 360 1-Oct-26 $550,000.00
6992658 DANVILLE CA 94526 PUD 8.1250 7.855 $2,747.24 360 1-Sep-26 $369,757.97
6992659 LARKSPUR CO 80118 SFD 8.5000 8.000 $2,375.94 360 1-Sep-26 $308,812.81
6992661 ARDSLEY NY 10502 SFD 8.6250 8.000 $1,750.03 360 1-Oct-26 $225,000.00
6992664 CAPE CORAL FL 33904 SFD 8.7500 8.000 $2,239.26 360 1-Sep-26 $284,476.24
6992666 WAYNE NJ 07470 SFD 8.7500 8.000 $1,652.07 360 1-Oct-26 $210,000.00
6992667 SHREVEPORT LA 71119 SFD 8.3750 8.000 $2,660.25 360 1-Oct-26 $350,000.00
6992668 CHINO HILLS CA 91709 SFD 8.3750 8.000 $1,884.98 360 1-Sep-26 $247,845.85
6992669 BOULDER CO 80303 SFD 8.3750 8.000 $3,040.29 360 1-Oct-26 $400,000.00
6992670 DENVER CO 80218 SFD 8.5000 8.000 $1,922.28 360 1-Oct-26 $250,000.00
6992672 LOUISVILLE CO 80027 SFD 8.7500 8.000 $1,180.05 360 1-Sep-26 $149,913.70
6992673 CENTREVILLE VA 22020 SFD 8.0000 7.730 $1,610.61 360 1-Sep-26 $219,352.72
6992674 PERKASIE PA 18944 SFD 8.6250 8.000 $3,111.16 360 1-Oct-26 $400,000.00
6992676 TULSA OK 74136 SFD 8.5000 8.000 $1,643.56 360 1-Oct-26 $213,750.00
6992677 BOYDS MD 20841 PUD 8.1250 7.855 $1,723.71 360 1-Oct-26 $232,150.00
6992678 INDIANAPOLIS IN 46236 SFD 8.5000 8.000 $1,972.26 360 1-Sep-26 $256,344.61
6992679 BEDFORD MA 01730 LCO 7.2500 6.980 $2,179.56 360 1-Jul-26 $318,681.54
6992682 FAIR HAVEN NJ 07704 SFD 8.2500 7.980 $1,983.34 360 1-Sep-26 $263,831.66
6992683 RAPID CITY SD 57701 SFD 8.7500 8.000 $2,507.61 360 1-Sep-26 $318,566.61
6992684 ANDOVER MA 01810 SFD 8.6250 8.000 $1,872.30 360 1-Oct-26 $240,720.00
6992685 REDMOND WA 98053 PUD 7.8750 7.605 $2,574.00 360 1-Oct-26 $355,000.00
6992687 PLEASANTVILLE NY 10570 SFD 8.8750 8.000 $1,685.57 360 1-Oct-26 $211,850.00
6992693 SAN RAMON CA 94583 SFD 7.5000 7.230 $1,566.18 360 1-Sep-26 $223,823.76
6992694 CHAPEL HILL NC 27514 SFD 8.5000 8.000 $2,152.96 360 1-Sep-26 $279,830.37
6992695 LOVETTSVILLE VA 20180 SFD 8.1250 7.855 $1,900.80 360 1-Sep-26 $255,832.53
6992697 BOCA RATON FL 33498 PUD 8.3750 8.000 $2,328.86 360 1-Oct-26 $306,400.00
6992698 CENTREVILLE VA 22020 SFD 8.0000 7.730 $1,724.35 360 1-Oct-26 $235,000.00
6992700 HILLSBORO OR 97124 SFD 8.8750 8.000 $1,836.75 360 1-Oct-26 $230,850.00
6992701 LAS VEGAS NV 89134 SFD 8.3750 8.000 $2,278.81 240 1-Sep-16 $264,570.67
6992702 LAS VEGAS NV 89117 SFD 8.5000 8.000 $2,691.20 360 1-Oct-26 $350,000.00
6992704 RENO NV 89511 SFD 8.7500 8.000 $2,360.11 360 1-Jul-26 $299,478.38
6992705 FRANKFORT TWSHP MN 55374 SFD 8.5000 8.000 $2,349.80 360 1-Sep-26 $305,414.87
6992707 ORINDA CA 94563 SFD 9.0000 8.000 $2,534.56 360 1-Oct-26 $315,000.00
6992708 BONSALL CA 92003 SFD 8.0000 7.730 $3,448.69 360 1-Oct-26 $470,000.00
6992709 WEST CHESTER PA 19382 SFD 8.1250 7.855 $1,930.49 360 1-Sep-26 $259,829.93
6992710 LITTLETON CO 80127 PUD 8.6250 8.000 $1,895.86 360 1-Oct-26 $243,750.00
6992711 DALLAS TX 75229 SFD 8.8750 8.000 $1,829.19 360 1-Oct-26 $229,900.00
6992712 HARMONY TWP NJ 08865 SFD 8.3750 8.000 $2,371.43 360 1-Oct-26 $312,000.00
6992714 RIDGEFIELD CT 06877 SFD 8.3750 8.000 $1,881.18 360 1-Oct-26 $247,500.00
6992716 LAWRENCEVILLE NJ 08648 SFD 8.6250 8.000 $1,991.14 360 1-Sep-26 $255,848.86
6992717 FOSTER CITY CA 94404 PUD 8.5000 8.000 $1,733.13 360 1-Sep-26 $225,263.45
6992718 SAN RAMON CA 94583 SFD 8.1250 7.855 $1,989.89 360 1-Sep-26 $267,814.58
6992719 FULSHEAR TX 77441 SFD 8.3750 8.000 $2,021.80 360 1-Sep-26 $265,834.66
6992720 SPARTANBURG SC 29302 SFD 8.0000 7.730 $2,091.23 360 1-Oct-26 $285,000.00
6992721 DUNCAN SC 29334 SFD 8.1250 7.855 $1,626.07 360 1-Oct-26 $219,000.00
6992725 YONKERS NY 10710 SFD 8.8750 8.000 $2,184.85 360 1-Aug-26 $274,290.96
6992728 LOS ANGELES CA 90045 SFD 8.8750 8.000 $1,730.93 360 1-Aug-26 $217,305.16
6992729 TWIN FALLS ID 83301 PUD 8.3750 8.000 $1,976.19 360 1-Sep-26 $259,838.39
6992732 SAN FRANCISCO CA 94117 SFD 8.5000 8.000 $2,595.09 360 1-Sep-26 $337,295.53
6992733 LAKE OSWEGO OR 97034 SFD 8.3750 8.000 $1,687.36 360 1-Oct-26 $222,000.00
6992734 BOULDER CO 80302 SFD 8.1250 7.855 $1,856.24 360 1-Oct-26 $250,000.00
6992735 NORTHFIELD MN 55057 SFD 8.1250 7.855 $2,227.49 360 1-Sep-26 $299,803.76
6992738 SOUTH PLAINFIELD NJ 07080 SFD 8.6250 8.000 $1,898.97 360 1-Oct-26 $244,150.00
6992739 RESTON VA 22094 PUD 8.2500 7.980 $2,824.76 360 1-Sep-26 $375,760.24
6992742 CORCORAN MN 55357 SFD 8.8750 8.000 $1,781.85 360 1-Sep-26 $223,824.45
6992744 LOUISVILLE CO 80027 SFD 8.3750 8.000 $1,573.35 360 1-Oct-26 $207,000.00
6992747 VIENNA VA 22181 SFD 8.0000 7.730 $1,763.97 360 1-Sep-26 $240,238.50
6992748 GLENDALE AZ 85310 SFD 9.0000 8.000 $1,980.58 360 1-Sep-26 $246,015.55
6992751 PRINCETON NJ 08540 SFD 8.3750 8.000 $2,584.25 360 1-Sep-26 $339,788.67
6992752 ISSAQUAH WA 98029 SFD 7.7500 7.480 $1,683.57 360 1-Sep-26 $234,834.14
6992754 FORT COLLINS CO 80526 SFD 8.5000 8.000 $1,691.00 360 1-Sep-26 $219,786.77
6992755 COUNCE TN 38326 SFD 8.5000 8.000 $3,224.05 360 1-Oct-26 $419,300.00
6992756 PARK CITY UT 84098 SFD 8.7500 8.000 $1,997.30 360 1-Sep-26 $253,736.93
6992759 FAIRFAX STATION VA 22039 SFD 8.6250 8.000 $2,345.04 360 1-Sep-26 $301,321.99
6992760 LAKE ARROWHEAD CA 92352 SFD 8.5000 8.000 $2,257.54 360 1-Sep-26 $293,422.13
6992761 COLORADO SPRINGS CO 80919 SFD 8.2500 7.980 $1,731.52 360 1-Sep-26 $230,333.03
6992764 BERKELEY HEIGHTS NJ 07922 SFD 8.5000 8.000 $1,883.84 360 1-Sep-26 $244,851.58
6992765 PITTFORD NY 14534 SFD 8.6250 8.000 $2,116.37 360 1-Sep-26 $271,939.35
6992767 NEWTON MA 02158 SFD 8.6250 8.000 $3,344.50 360 1-Sep-26 $429,746.13
6992768 ALBUQUERQUE NM 87107 PUD 8.6250 8.000 $1,835.58 360 1-Oct-26 $236,000.00
6992772 MILTON MA 02186 SFD 8.3750 8.000 $2,584.25 360 1-Sep-26 $339,788.67
6992773 PRINCETON NJ 08540 SFD 8.0000 7.730 $2,096.37 360 1-Oct-26 $285,700.00
6992777 FAIRLAWN OH 44333 SFD 8.6250 8.000 $1,799.81 360 1-Oct-26 $231,400.00
6992784 HANOVER NH 03755 SFD 8.5000 8.000 $1,806.95 360 1-Oct-26 $235,000.00
6992790 HASTINGS ONHUDSON NY 10706 SFD 8.6250 8.000 $2,698.54 360 1-Sep-26 $346,745.16
6992795 WEST LINN OR 97068 SFD 8.0000 7.730 $1,885.78 360 1-Oct-26 $257,000.00
6992797 LOS ANGELES CA 90008 SFD 8.5000 8.000 $1,753.12 360 1-Oct-26 $228,000.00
6992801 CARLSBAD CA 92009 SFD 8.3750 8.000 $3,495.19 360 1-Oct-26 $459,850.00
6992811 BOISE ID 83704 SFD 8.5000 8.000 $1,922.28 360 1-Oct-26 $250,000.00
6992816 VALLEY COTTAGE NY 10989 SFD 8.8750 8.000 $2,108.46 360 1-Oct-26 $265,000.00
6992817 GOLDEN CO 80403 SFD 8.5000 8.000 $1,845.39 360 1-Oct-26 $240,000.00
6992823 LAKEVILLE MN 55044 SFD 8.3750 8.000 $1,964.79 360 1-Oct-26 $258,500.00
6992827 HARDING TWP NJ 07960 SFD 8.0000 7.730 $3,668.82 360 1-Oct-26 $500,000.00
6992832 WEST WINDSOR NJ 08648 SFD 7.7500 7.480 $1,834.02 360 1-Oct-26 $256,000.00
6992870 DAVIDSON NC 28036 SFD 8.2500 7.980 $2,398.04 360 1-Oct-26 $319,200.00
6992876 BERNARDS TWP NJ 07920 SFD 8.0000 7.730 $1,650.97 360 1-Oct-26 $225,000.00
$273,352,532.53
</TABLE>
<TABLE>
<CAPTION>
(i) (ii) (iii) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ------- -------------------- ------ ----- -------- ----- ------- --------- ------- -------- ------- ---------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN ZIP PROPERTY INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER CITY STATE CODE TYPE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- ------- -------------------- ------ ----- -------- ----- ------- --------- ------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6990207 SAN RAFAEL CA 94903 SFD 79.49 0.250 0.020 0.4800
6990262 LAGUNA NIGUEL CA 92677 SFD 80.00 0.250 0.020 0.0000
6990357 DANVILLE CA 94506 SFD 78.55 0.250 0.020 0.3550
6990627 SARATOGA CA 95070 SFD 75.11 0.250 0.020 0.2300
6990664 POUND RIDGE NY 10576 SFD 79.98 0.250 0.020 0.0000
6990706 SACRAMENTO CA 95864 SFD 70.00 0.250 0.020 0.0000
6990707 RANCHO PALOS VERD CA 90275 SFD 80.00 0.250 0.020 0.0000
6990739 HUGO MN 55038 SFD 66.67 0.250 0.020 0.0000
6990761 BOULDER CO 80301 SFD 72.97 0.250 0.020 0.0000
6990765 DENVER CO 80210 SFD 80.00 0.250 0.020 0.3550
6990836 COCKEYSVILLE MD 21030 SFD 76.47 0.250 0.020 0.2300
6990893 SAN JOSE CA 95138 PUD 79.99 0.250 0.020 0.0000
6990914 SAN JOSE CA 95138 SFD 80.00 0.250 0.020 0.0000
6990932 KEYSTONE CO 80435 PUD 54.84 0.250 0.020 0.4800
6990954 FT LAUDERDALE FL 33326 PUD 80.00 0.250 0.020 0.0000
6990990 RENO NV 89511 SFD 65.00 0.250 0.020 0.4800
6991071 GREENWOOD MN 55331 SFD 80.00 0.250 0.020 0.0000
6991077 RENO NV 89510 SFD 74.84 0.250 0.020 0.0000
6991078 ALEXANDRIA VA 22314 SFD 51.96 0.250 0.020 0.0000
6991079 GLENDALE CA 91214 SFD 90.00 11 0.250 0.020 0.2300
6991080 LA CANADA-FLINTRI CA 91011 SFD 90.00 13 0.250 0.020 0.3550
6991082 ORANGE CA 92667 SFD 82.00 12 0.250 0.020 0.6050
6991086 BOULDER CO 80304 SFD 76.92 0.250 0.020 0.4800
6991088 KALISPELL MT 59901 SFD 90.00 33 0.250 0.020 0.4800
6991090 BEDFORD NH 03110 SFD 90.00 33 0.250 0.020 0.4800
6991091 SOQUEL CA 95073 SFD 75.00 0.250 0.020 0.0000
6991092 SEDALIA CO 80135 SFD 74.99 0.250 0.020 0.0000
6991094 COLORADO SPRINGS CO 80919 SFD 80.00 0.250 0.020 0.1050
6991095 ROCHESTER MN 55902 SFD 80.00 0.250 0.020 0.1050
6991105 COLLIERVILLE TN 38017 SFD 95.00 11 0.250 0.020 0.0000
6991114 GILBERT AZ 85233 SFD 95.00 11 0.250 0.020 0.1050
6991115 RUMSON NJ 07760 SFD 80.00 0.250 0.020 0.1050
6991116 AKRON OH 44303 SFD 69.33 0.250 0.020 0.2300
6991117 LONG GROVE IL 60047 SFD 79.99 0.250 0.020 0.0000
6991118 RAPID CITY SD 57702 SFD 80.00 0.250 0.020 0.6050
6991123 SOUTH PASADENA CA 91030 SFD 80.00 0.250 0.020 0.0000
6991129 WOODBURY MN 55125 SFD 90.00 01 0.250 0.020 0.2300
6991135 PHOENIX AZ 85018 SFD 72.73 0.250 0.020 0.2300
6991152 GREENSBORO NC 27408 SFD 80.00 0.250 0.020 0.3550
6991191 NASHVILLE TN 37212 MF4 80.00 0.250 0.020 0.4800
6991195 ARGYLE TX 76226 SFD 89.82 33 0.250 0.020 0.0000
6991196 AMHERST MA 01002 SFD 93.00 11 0.250 0.020 0.1050
6991208 BOISE ID 83706 SFD 80.00 0.250 0.020 0.6050
6991232 SAN DIEGO CA 92131 SFD 95.00 33 0.250 0.020 0.7300
6991272 HOPEWELL TWNSP NJ 08534 SFD 89.89 33 0.250 0.020 0.3550
6991287 RUMSON NJ 07760 SFD 80.00 0.250 0.020 0.0000
6991310 ESCONDIDO CA 92029 SFD 80.00 0.250 0.020 0.4800
6991330 HUNTINGTON BEACH CA 92649 PUD 80.00 0.250 0.020 0.3550
6991374 BIRMINGHAM AL 35209 SFD 95.00 13 0.250 0.020 0.3550
6991375 LAGUNA BEACH CA 92651 SFD 78.87 0.250 0.020 0.3550
6991376 EAST HAMPTON NY 11437 SFD 80.00 0.250 0.020 0.0000
6991382 TRUCKEE CA 96161 SFD 79.87 0.250 0.020 0.3550
6991390 COEUR D'ALENE ID 83814 SFD 80.00 0.250 0.020 0.3550
6991393 DELLWOOD MN 55110 SFD 41.10 0.250 0.020 0.0000
6991397 GREENLAWN NY 11740 SFD 80.00 0.250 0.020 0.0000
6991398 WESTFIELD NJ 07090 SFD 80.00 0.250 0.020 0.3550
6991404 PHOENIX AZ 85018 SFD 80.00 0.250 0.020 0.4800
6991407 LOS GATOS CA 95030 SFD 80.00 0.250 0.020 0.2300
6991408 FT WASHINGTON PA 19034 SFD 90.00 33 0.250 0.020 0.2300
6991415 PLYMOUTH MN 55446 SFD 79.88 0.250 0.020 0.2300
6991427 SCOTTSDALE AZ 85262 SFD 94.18 01 0.250 0.020 0.3550
6991428 WESTLAKE VILLAGE CA 91362 SFD 79.94 0.250 0.020 0.0000
6991429 WASHINGTON DC 20007 PUD 80.00 0.250 0.020 0.0000
6991455 SYKESVILLE MD 21784 SFD 90.00 06 0.250 0.020 0.2300
6991457 CEDAR CITY UT 84720 SFD 90.00 06 0.250 0.020 0.6050
6991458 CEDAR CITY UT 84720 SFD 82.86 01 0.250 0.020 0.6050
6991459 MARTINEZ CA 94553 PUD 90.00 01 0.250 0.020 0.0000
6991461 AUSTIN TX 78746 LCO 62.48 0.250 0.020 0.3550
6991466 SAN FRANCISCO CA 94117 MF3 67.80 0.250 0.020 0.7300
6991482 STATEN ISLAND NY 10304 SFD 77.75 0.250 0.020 0.3550
6991483 WICHITA FALLS TX 76309 SFD 95.00 01 0.250 0.020 0.9800
6991484 WHITTIER CA 90601 SFD 90.00 06 0.250 0.020 0.6050
6991492 BROOKLYN PARK MN 55443 SFD 80.00 0.250 0.020 0.2300
6991501 IRVINE CA 92714 PUD 72.73 0.250 0.020 0.3550
6991504 CHICAGO IL 60641 SFD 89.66 11 0.250 0.020 0.2300
6991514 LOS ANGELES CA 90046 SFD 79.79 0.250 0.020 0.4800
6991542 LAGUNA BEACH CA 92651 SFD 80.00 0.250 0.020 0.4800
6991543 FREDON NJ 07860 SFD 73.33 0.250 0.020 0.0000
6991544 GREENVILLE DE 19807 SFD 61.19 0.250 0.020 0.3550
6991555 MARIETTA GA 30066 SFD 71.43 0.250 0.020 0.6050
6991556 WESTON CT 06883 SFD 69.71 0.250 0.020 0.1050
6991558 LIVERMORE CA 94550 SFD 94.18 01 0.250 0.020 0.3550
6991559 LITTLE ROCK AR 72212 SFD 76.92 0.250 0.020 0.4800
6991561 LOWELL MI 49331 LCO 79.39 0.250 0.020 0.3550
6991565 POTOMAC MD 20854 SFD 80.00 0.250 0.020 0.0000
6991566 GLEN ROCK NJ 07452 SFD 90.00 12 0.250 0.020 0.0000
6991567 ROSWELL GA 30075 SFD 87.03 06 0.250 0.020 0.2300
6991568 ARDSLEY NY 10502 SFD 94.88 01 0.250 0.020 0.0000
6991570 WYCKOFF NJ 07481 SFD 90.00 33 0.250 0.020 0.0000
6991571 SAN DIEGO CA 92122 LCO 80.00 0.250 0.020 0.9800
6991572 WASHINGTON TWP NJ 07853 SFD 95.00 17 0.250 0.020 0.6050
6991574 WOODINVILLE WA 98072 PUD 80.00 0.250 0.020 0.0000
6991576 FAIR HAVEN NJ 07704 SFD 90.00 33 0.250 0.020 0.3550
6991578 EDMOND OK 73034 SFD 71.40 0.250 0.020 0.8550
6991579 JERICHO NY 11753 SFD 80.00 0.250 0.020 0.4800
6991583 SAN RAFAEL CA 94901 SFD 90.00 12 0.250 0.020 0.1050
6991584 THORNTON CO 80241 SFD 94.81 33 0.250 0.020 0.2300
6991585 WEST OLIVE MI 49460 LCO 75.00 0.250 0.020 0.6050
6991586 WALNUT CREEK CA 94598 SFD 71.61 0.250 0.020 0.1050
6991587 SAN JOSE CA 95121 SFD 90.00 11 0.250 0.020 0.7300
6991589 GLENMOORE PA 19343 SFD 95.00 33 0.250 0.020 0.1050
6991590 CHARLESTOWN RI 02813 SFD 90.00 33 0.250 0.020 0.4800
6991591 CORONADO CA 92118 SFD 66.43 0.250 0.020 0.2300
6991594 GIG HARBOR WA 98332 SFD 70.00 0.250 0.020 0.1050
6991595 HOUSTON TX 77058 PUD 90.00 11 0.250 0.020 0.7300
6991596 BOCA RATON FL 33496 PUD 50.00 0.250 0.020 0.7300
6991597 SPOKANE WA 99204 SFD 74.71 0.250 0.020 0.2300
6991598 TELLURIDE CO 81435 SFD 79.42 0.250 0.020 0.1050
6991599 LAS VEGAS NV 89102 SFD 95.00 01 0.250 0.020 0.2300
6991600 SAN DIEGO CA 92128 PUD 89.98 33 0.250 0.020 0.0000
6991601 SAN DIEGO CA 92121 PUD 79.99 0.250 0.020 0.0000
6991602 VALENCIA CA 91354 PUD 90.00 11 0.250 0.020 0.0000
6991603 LAUREL MD 20724 PUD 94.99 13 0.250 0.020 0.0000
6991604 MAHWAH NJ 07430 SFD 80.00 0.250 0.020 0.1050
6991605 SAN DIEGO CA 92131 PUD 79.99 0.250 0.020 0.0000
6991606 EL DORADO HILLS CA 95762 PUD 89.98 11 0.250 0.020 0.4800
6991607 CERRITOS CA 90703 PUD 74.99 0.250 0.020 0.2300
6991608 THOUSAND OAKS CA 91361 LCO 75.00 0.250 0.020 0.3550
6991609 PLEASANTON CA 94588 SFD 66.15 0.250 0.020 0.2300
6991610 CHATHAM NJ 07928 SFD 87.27 33 0.250 0.020 0.0000
6991612 FRESNO CA 93720 SFD 79.90 0.250 0.020 0.4800
6991613 AUSTIN TX 78703 SFD 70.00 0.250 0.020 0.0000
6991614 OMAHA NE 68114 SFD 90.00 13 0.250 0.020 0.6050
6991616 ROSEVILLE MN 55113 SFD 78.43 0.250 0.020 0.0000
6991617 DURHAM NC 27712 SFD 75.00 0.250 0.020 0.0000
6991619 SNOWMASS VILLAGE CO 81615 SFD 33.64 0.250 0.020 0.2300
6991620 CHARLOTTE NC 28226 SFD 85.00 06 0.250 0.020 0.3550
6991621 CHAPPAQUA NY 10514 SFD 90.00 33 0.250 0.020 0.6050
6991622 MALIBU CA 90265 SFD 80.00 0.250 0.020 0.2300
6991628 EUREKA MO 63025 SFD 90.00 12 0.250 0.020 0.1050
6991629 DALLAS TX 75205 SFD 84.98 06 0.250 0.020 0.6050
6991630 FAIRFAX VA 22031 SFD 95.00 33 0.250 0.020 0.0000
6991632 HENDERSON NV 89012 SFD 79.99 0.250 0.020 0.6050
6991633 UPPER BROOKVILLE NY 11545 SFD 50.00 0.250 0.020 0.3550
6991634 EVANSTON IL 60201 SFD 80.00 0.250 0.020 0.7300
6991635 GREAT FALLS VA 22066 PUD 89.99 06 0.250 0.020 0.7300
6991636 MINNETONKA MN 55345 SFD 80.00 0.250 0.020 0.0000
6991637 CHEVY CHASE MD 20815 SFD 80.00 0.250 0.020 0.0000
6991638 PHOENIX AZ 85018 PUD 90.00 33 0.250 0.020 0.2300
6991639 ROSEMONT PA 19010 SFD 76.47 0.250 0.020 0.4800
6991641 LIVERMORE CA 94550 SFD 79.99 0.250 0.020 0.2300
6991642 BELLEVUE WA 98005 SFD 80.00 0.250 0.020 0.0000
6991644 SCOTTSDALE AZ 85255 SFD 75.00 0.250 0.020 0.4800
6991645 WOODINVILLE WA 98072 SFD 73.82 0.250 0.020 0.0000
6991646 SEQUIM WA 98382 SFD 83.23 33 0.250 0.020 0.3550
6991648 LA JOLLA CA 92037 SFD 80.00 0.250 0.020 0.0000
6991650 KAMAS UT 84036 SFD 45.26 0.250 0.020 0.4800
6991652 ALEXANDRIA NJ 08848 SFD 80.00 0.250 0.020 0.0000
6991653 BELLE MEAD NJ 08502 SFD 80.00 0.250 0.020 0.0000
6991654 OMAHA NE 68154 SFD 70.00 0.250 0.020 0.4800
6991655 EDINA MN 55424 SFD 66.96 0.250 0.020 0.0000
6991657 CARY NC 27511 SFD 90.00 12 0.250 0.020 0.3550
6991658 STATELINE NV 89449 SFD 78.01 0.250 0.020 0.4800
6991707 HERNDON VA 22071 PUD 80.00 0.250 0.020 0.0000
6991709 ST GEORGE UT 84790 SFD 72.21 0.250 0.020 0.2300
6991710 MONTROSE CO 81401 SFD 80.00 0.250 0.020 0.2300
6991711 BETHESDA MD 20817 SFD 74.17 0.250 0.020 0.0000
6991712 GREAT FALLS VA 22066 SFD 71.67 0.250 0.020 0.0000
6991714 TRUMBULL CT 06611 SFD 55.08 0.250 0.020 0.0000
6991716 CENTREVILLE VA 22020 SFD 95.00 11 0.250 0.020 0.0000
6991717 APEX NC 27502 SFD 90.00 33 0.250 0.020 0.0000
6991718 CHESTERFIELD MO 63017 PUD 70.00 0.250 0.020 0.6050
6991720 SPRINGFIELD VA 22150 SFD 80.00 0.250 0.020 0.0000
6991722 ARLINGTON VA 22201 SFD 80.00 0.250 0.020 0.0000
6991727 SANTA FE NM 87501 SFD 80.00 0.250 0.020 0.3550
6991728 VIENNA VA 22181 SFD 80.00 0.250 0.020 0.0000
6991731 HENDERSON NV 89012 SFD 89.99 06 0.250 0.020 0.3550
6991735 LAGUNA BEACH CA 92651 SFD 77.33 0.250 0.020 0.0000
6991737 CLARENCE NY 14031 SFD 90.00 01 0.250 0.020 0.4800
6991738 LUBBOCK TX 79416 SFD 90.00 33 0.250 0.020 0.3550
6991739 DALLAS TX 75252 SFD 80.00 0.250 0.020 0.4800
6991740 OAK PARK IL 60302 SFD 80.00 0.250 0.020 0.3550
6991743 CUPERTINO CA 95014 SFD 79.99 0.250 0.020 0.1050
6991744 ARLINGTON VA 22207 SFD 43.48 0.250 0.020 0.0000
6991745 MINNEAPOLIS MN 55403 SFD 63.61 0.250 0.020 0.3550
6991748 GRAND JUNCTION CO 81505 SFD 80.00 0.250 0.020 0.3550
6991751 STUDIO CITY AREA CA 91604 SFD 50.00 0.250 0.020 0.8550
6991752 NEWPORT BEACH CA 92660 PUD 62.62 0.250 0.020 0.0000
6991753 SUMMERLAND KEY FL 33042 SFD 80.00 0.250 0.020 0.4800
6991754 CASTRO VALLEY CA 94552 PUD 80.00 0.250 0.020 0.6050
6991755 DANVILLE CA 94526 PUD 80.00 0.250 0.020 0.2300
6991756 LOS GATOS CA 95032 SFD 52.22 0.250 0.020 0.1050
6991759 LAS VEGAS NV 89117 PUD 78.49 0.250 0.020 0.4800
6991760 LA JOLLA CA 92037 SFD 70.00 0.250 0.020 0.8550
6991765 SAN DIEGO CA 92109 SFD 80.00 0.250 0.020 0.4800
6991766 SAN DIEGO CA 92131 PUD 79.64 0.250 0.020 0.4800
6991767 MONTCALIR NJ 07043 SFD 80.00 0.250 0.020 0.3550
6991768 FRESNO CA 93711 SFD 54.53 0.250 0.020 0.7300
6991769 RICHBORO PA 18954 SFD 89.12 33 0.250 0.020 0.3550
6991770 BROOKLYN NY 11210 SFD 80.00 0.250 0.020 0.4800
6991772 LANDENBERG PA 19350 SFD 95.00 33 0.250 0.020 0.6050
6991773 COLUMBIA SC 29206 SFD 79.99 0.250 0.020 0.4800
6991774 SANTA CLARITA CA 91351 SFD 80.00 0.250 0.020 0.2300
6991775 STEVENSON RANCH AREA CA 91381 PUD 89.99 06 0.250 0.020 0.6050
6991776 ARCADIA CA 91007 SFD 75.00 0.250 0.020 0.6050
6991777 MALIBU CA 90265 LCO 50.00 0.250 0.020 0.7300
6991778 RENO NV 89509 SFD 80.00 0.250 0.020 0.6050
6991779 ESCONDIDO CA 92029 SFD 80.00 0.250 0.020 0.4800
6991780 LOS ANGELES CA 90049 LCO 72.92 0.250 0.020 0.1050
6991781 SANTA ROSA CA 95404 SFD 72.09 0.250 0.020 0.0000
6991782 HUNTINGTON BEACH CA 92649 SFD 80.00 0.250 0.020 0.0000
6991783 LIVERMORE CA 94550 SFD 77.63 0.250 0.020 0.2300
6991784 HAYWARD CA 94542 SFD 90.00 11 0.250 0.020 0.1050
6991785 HAGERSTOWN MD 21742 SFD 95.00 33 0.250 0.020 0.2300
6991786 ANTIOCH CA 94509 SFD 89.99 13 0.250 0.020 0.4800
6991787 BAKERSFIELD CA 93308 SFD 80.00 0.250 0.020 0.4800
6991788 SHREVEPORT LA 71119 PUD 90.00 33 0.250 0.020 0.2300
6991789 RAMSEY NJ 07446 SFD 95.00 33 0.250 0.020 0.7300
6991790 ROCHESTER MN 55902 SFD 80.00 0.250 0.020 0.2300
6991791 NEWPORT BEACH CA 92625 SFD 68.42 0.250 0.020 0.0000
6991792 SANDY UT 84093 SFD 75.00 0.250 0.020 0.0000
6991793 NANTUCKET MA 02554 SFD 80.00 0.250 0.020 0.2300
6991795 BEND OR 97702 SFD 77.38 0.250 0.020 0.4800
6991796 SALT LAKE CITY UT 84121 SFD 56.14 0.250 0.020 0.3550
6991797 SCOTTSDALE AZ 85255 SFD 76.96 0.250 0.020 0.0000
6991798 WINTER SPRINGS FL 32708 SFD 90.00 33 0.250 0.020 0.7300
6991800 PLEASANTON CA 94566 SFD 80.00 0.250 0.020 0.3550
6991802 SARATOGA CA 95070 SFD 61.90 0.250 0.020 0.0000
6991804 COUNCIL BLUFFS IA 51503 SFD 80.00 0.250 0.020 0.1050
6991807 WEST LINN OR 97068 SFD 75.00 0.250 0.020 0.3550
6991808 DUNNELLON FL 34434 SFD 75.00 0.250 0.020 0.2300
6991809 LITTLETON CO 80121 SFD 80.00 0.250 0.020 0.4800
6991810 GAITHERSBURG MD 20877 SFD 79.89 0.250 0.020 0.0000
6991812 VANCOUVER WA 98685 SFD 95.00 33 0.250 0.020 0.2300
6991814 LAGUNA NIGUEL CA 92677 PUD 80.00 0.250 0.020 0.4800
6991815 EAGAN MN 55122 SFD 89.98 06 0.250 0.020 0.2300
6991816 DARNESTOWN MD 20878 SFD 80.00 0.250 0.020 0.0000
6991817 BASALT CO 81621 SFD 80.00 0.250 0.020 0.4800
6991818 FLAGSTAFF AZ 86001 SFD 80.00 0.250 0.020 0.2300
6991819 DULUTH GA 30155 SFD 56.50 0.250 0.020 0.3550
6991820 SHERWOOD MD 21665 SFD 79.15 0.250 0.020 0.2300
6991821 ALBUQUERQUE NM 87122 SFD 80.00 0.250 0.020 0.3550
6991824 BRENTWOOD CA 94513 SFD 95.00 13 0.250 0.020 0.2300
6991826 NAZARETH PA 18064 SFD 87.80 01 0.250 0.020 0.2300
6991828 HONOLULU HI 96825 SFD 80.00 0.250 0.020 0.1050
6991829 BOXBOROUGH MA 01719 SFD 90.00 33 0.250 0.020 0.3550
6991831 BEAUX ARTS WA 98004 SFD 57.69 0.250 0.020 0.0000
6991832 MERCER ISLAND WA 98040 SFD 33.33 0.250 0.020 0.2300
6991833 GOLDENS BRIDGE NY 10526 SFD 75.00 0.250 0.020 0.6050
6991834 SAN MATEO CA 94402 SFD 80.00 0.250 0.020 0.1050
6991835 SAN FRANCISCO CA 94115 SFD 80.00 0.250 0.020 0.2300
6991836 EL GRANADA CA 94018 SFD 80.00 0.250 0.020 0.0000
6991838 CASTLE ROCK CO 80104 SFD 79.98 0.250 0.020 0.3550
6991840 CHEVY CHASE MD 20815 SFD 47.73 0.250 0.020 0.1050
6991842 OMAHA NE 68114 SFD 80.00 0.250 0.020 0.4800
6991843 NORTH OAKS MN 55127 SFD 80.00 0.250 0.020 0.3550
6991844 CORONADO CA 92118 MF2 78.56 0.250 0.020 0.1050
6991845 GOLDEN CO 80401 SFD 62.50 0.250 0.020 0.1050
6991847 ASPEN CO 81611 SFD 42.49 0.250 0.020 0.6050
6991848 LITTLETON CO 80123 PUD 79.99 0.250 0.020 0.1050
6991849 BURKE VA 22015 SFD 79.99 0.250 0.020 0.0000
6991850 JONESBORO AR 72401 SFD 58.82 0.250 0.020 0.0000
6991851 WAYNE NJ 07470 SFD 72.03 0.250 0.020 0.0000
6991852 BELLMORE NY 11710 SFD 80.00 0.250 0.020 0.2300
6991853 HILTON HEAD SC 29926 PUD 75.71 0.250 0.020 0.4800
6991854 ARLINGTON VA 22202 SFD 79.49 0.250 0.020 0.0000
6991855 VIENNA VA 22182 SFD 79.99 0.250 0.020 0.1050
6991856 GRANT TOWNSHIP MN 55082 SFD 73.94 0.250 0.020 0.1050
6991857 PARK CITY UT 84060 SFD 80.00 0.250 0.020 0.0000
6991859 STINSON BEACH CA 94970 SFD 67.00 0.250 0.020 0.1050
6991860 LOS ALTOS CA 94024 SFD 54.64 0.250 0.020 0.3550
6991863 OAKTON VA 22124 SFD 80.00 0.250 0.020 0.0000
6991864 NEWCASTLE CA 95658 SFD 80.00 0.250 0.020 0.6050
6991865 SAN DIEGO CA 92103 SFD 80.00 0.250 0.020 0.0000
6991866 BROAD RUN VA 22014 SFD 90.00 06 0.250 0.020 0.0000
6991868 SOMERS NY 10589 SFD 90.00 33 0.250 0.020 0.7300
6991869 DETROIT LAKES MN 56501 SFD 87.12 33 0.250 0.020 0.3550
6991870 CRANFORD NJ 07016 SFD 90.00 06 0.250 0.020 0.4800
6991871 OMAHA NE 68114 SFD 90.00 33 0.250 0.020 0.4800
6991872 RIDGECREST CA 93555 SFD 95.00 33 0.250 0.020 0.8550
6991873 GLENWOOD MD 21738 SFD 80.00 0.250 0.020 0.1050
6991874 BETHESDA MD 20817 SFD 80.00 0.250 0.020 0.0000
6991875 NORFOLK VA 23509 SFD 95.00 33 0.250 0.020 0.3550
6991876 SNOWMASS VILLAGE CO 81615 LCO 80.00 0.250 0.020 0.6050
6991877 BEAVERTON OR 97007 SFD 90.00 06 0.250 0.020 0.3550
6991878 MALVERN PA 19355 SFD 90.00 33 0.250 0.020 0.0000
6991879 VALLEY CENTER CA 92082 SFD 90.00 13 0.250 0.020 0.4800
6991880 FRESNO CA 93720 SFD 72.22 0.250 0.020 0.2300
6991882 NEW ROCHELLE NY 10804 SFD 73.00 0.250 0.020 0.6050
6991883 ELLICOTT CITY MD 21042 PUD 80.00 0.250 0.020 0.6050
6991884 RENO NV 89511 SFD 75.28 0.250 0.020 0.2300
6991885 WILMINGTON DE 19809 SFD 90.00 33 0.250 0.020 0.0000
6991886 SAN CARLOS CA 94070 SFD 79.46 0.250 0.020 0.1050
6991887 SAN DIEGO CA 92130 SFD 66.49 0.250 0.020 0.3550
6991888 MISSOULA MT 59801 SFD 80.00 0.250 0.020 0.0000
6991889 MISSOULA MT 59801 SFD 75.00 0.250 0.020 0.4800
6991890 WASHINGTON TWP NJ 07853 SFD 80.00 0.250 0.020 0.2300
6991891 WENATCHEE WA 98801 SFD 87.77 06 0.250 0.020 0.1050
6991893 ATL HIGHLANDS NJ 07716 SFD 90.00 06 0.250 0.020 0.3550
6991894 LA VERNE CA 91750 SFD 90.00 11 0.250 0.020 0.4800
6991895 PHOENIX AZ 85022 SFD 89.91 11 0.250 0.020 0.4800
6991896 PHOENIX AZ 85048 SFD 80.00 0.250 0.020 0.6050
6991897 PARK CITY UT 84060 PUD 72.14 0.250 0.020 0.4800
6991898 SALINAS CA 93908 SFD 58.82 0.250 0.020 0.2300
6991899 RENO NV 89511 SFD 53.76 0.250 0.020 0.7300
6991900 SCARSDALE NY 10583 SFD 94.96 33 0.250 0.020 0.7300
6991901 OREGON CITY OR 97045 SFD 84.99 12 0.250 0.020 0.4800
6991902 SANTA CLARITA CA 91355 SFD 80.00 0.250 0.020 0.0000
6991903 LAKE ARROWHEAD CA 92352 SFD 79.55 0.250 0.020 0.6050
6991906 POWDER SPRINGS GA 30073 SFD 63.04 0.250 0.020 0.1050
6991907 EL DORADO HILLS CA 95762 PUD 89.99 11 0.250 0.020 0.1050
6991908 (TRABUCO CANYON A CA 92679 PUD 90.00 11 0.250 0.020 0.4800
6991909 VALENCIA AREA CA 91354 PUD 80.00 0.250 0.020 0.0000
6991910 KENNER LA 70065 SFD 80.00 0.250 0.020 0.3550
6991911 TYRONE GA 30290 SFD 95.00 24 0.250 0.020 0.6050
6991913 NEW CITY NY 10956 SFD 90.00 33 0.250 0.020 0.4800
6991914 FREDERICK MD 21702 SFD 80.00 0.250 0.020 0.0000
6991915 ADEL IA 50003 SFD 70.00 0.250 0.020 0.2300
6991916 CLIVE IA 50325 SFD 75.68 0.250 0.020 0.0000
6991917 GLENDALE AZ 85308 SFD 90.00 33 0.250 0.020 0.1050
6991918 WEST CHESTER PA 19380 SFD 90.00 33 0.250 0.020 0.0000
6991919 FRESH MEADOWS NY 11366 SFD 90.00 01 0.250 0.020 0.0000
6991922 PLYMOUTH MN 55441 PUD 75.38 0.250 0.020 0.0000
6991923 MINNEAPOLIS MN 55405 SFD 80.00 0.250 0.020 0.2300
6991924 HOUSTON TX 77027 SFD 70.00 0.250 0.020 0.0000
6991926 PHOENIX AZ 85044 SFD 80.00 0.250 0.020 0.1050
6991927 CORAL SPRINGS FL 33067 SFD 50.51 0.250 0.020 0.6050
6991928 NEWARK DE 19711 SFD 89.86 33 0.250 0.020 0.1050
6991929 TUSTIN CA 92782 SFD 69.99 0.250 0.020 0.2300
6991930 BEDFORD HILLS NY 10507 SFD 76.92 0.250 0.020 0.6050
6991931 CHESTERFIELD VA 23238 SFD 95.00 33 0.250 0.020 0.1050
6991932 FAIRFIELD CT 06490 SFD 75.95 0.250 0.020 0.0000
6991933 FAIRFIELD CT 06430 SFD 52.89 0.250 0.020 0.0000
6991934 NORTH ATTLEBORO MA 02760 SFD 95.00 17 0.250 0.020 0.6050
6991935 LEXINGTON MA 02173 SFD 61.73 0.250 0.020 0.4800
6991937 EASTCHESTER NY 10583 SFD 90.00 33 0.250 0.020 0.3550
6991938 POULSBO WA 98370 SFD 95.00 06 0.250 0.020 0.3550
6991939 LOS ANGELES CA 90066 SFD 68.45 0.250 0.020 0.6050
6991940 ACTON CA 93510 SFD 90.00 33 0.250 0.020 0.1050
6991942 LAKE OSWEGO OR 97034 SFD 65.75 0.250 0.020 0.0000
6991943 HOPKINTON MA 01748 SFD 72.05 0.250 0.020 0.0000
6991946 OSSINING NY 10562 SFD 90.00 33 0.250 0.020 0.0000
6991947 ISSAQUAH WA 98029 SFD 80.00 0.250 0.020 0.1050
6991948 CHAPEL HILL NC 27514 SFD 95.00 33 0.250 0.020 0.6050
6991949 EDINA MN 55436 SFD 52.82 0.250 0.020 0.0000
6991950 EDEN PRAIRIE MN 55346 SFD 80.00 0.250 0.020 0.3550
6991951 RIDGECREST CA 93555 SFD 90.00 33 0.250 0.020 0.7300
6991952 PASO ROBLES CA 93446 SFD 90.00 17 0.250 0.020 0.7300
6991953 RICKREALL OR 97371 SFD 62.66 0.250 0.020 0.6050
6991955 SNOWMASS VILLAGE CO 81615 LCO 80.00 0.250 0.020 0.4800
6991956 MARLBOROUGH MA 01752 SFD 73.61 0.250 0.020 0.0000
6991958 PACIFICA CA 94044 SFD 90.00 13 0.250 0.020 0.2300
6991959 LITTLETON CO 80127 SFD 80.00 0.250 0.020 0.2300
6991960 LAS VEGAS NV 89120 SFD 86.49 33 0.250 0.020 0.3550
6991961 OAKBROOK IL 60521 SFD 80.00 0.250 0.020 0.3550
6991963 LIVERMORE CA 94550 SFD 80.00 0.250 0.020 0.0000
6991964 SEA ISLE CITY NJ 08243 LCO 90.00 01 0.250 0.020 0.6050
6991965 MOORESTOWN TWP NJ 08057 SFD 84.84 12 0.250 0.020 0.1050
6991966 MUNSON OH 44024 SFD 95.00 06 0.250 0.020 0.3550
6991970 SOMERS NY 10589 SFD 80.00 0.250 0.020 0.7300
6991971 BURLINGTON CO 80807 SFD 81.43 33 0.250 0.020 0.9800
6991972 DRAPER UT 84020 SFD 60.57 0.250 0.020 0.0000
6991973 DAVIS CA 95616 SFD 90.00 33 0.250 0.020 0.6050
6991975 COLORADO SPRINGS CO 80906 SFD 79.99 0.250 0.020 0.4800
6991976 WOODBURY MN 55125 SFD 80.00 0.250 0.020 0.3550
6991977 ALPHARETTA GA 30202 SFD 95.00 06 0.250 0.020 0.3550
6991978 ORCHARD PARK NY 14127 SFD 95.00 33 0.250 0.020 0.7300
6991979 BUTTE MT 59701 SFD 86.67 33 0.250 0.020 0.6050
6991983 BLOOMFIELD HILLS MI 48302 LCO 62.65 0.250 0.020 0.0000
6991984 WACO TX 76710 SFD 75.00 0.250 0.020 0.3550
6991985 NORTH OAKS MN 55127 SFD 80.00 0.250 0.020 0.1050
6991987 SETAUKET NY 11733 SFD 95.00 11 0.250 0.020 0.1050
6991988 SALT LAKE CITY UT 84121 SFD 90.00 33 0.250 0.020 0.3550
6991989 FAIRFAX STATION VA 22039 SFD 80.00 0.250 0.020 0.0000
6991990 SPRINGFIELD VA 22152 SFD 80.00 0.250 0.020 0.0000
6991991 HERNDON VA 22071 SFD 79.82 0.250 0.020 0.0000
6991992 SAINT PAUL MN 55108 SFD 89.94 33 0.250 0.020 0.4800
6991993 WABASHA MN 55981 SFD 79.93 0.250 0.020 0.3550
6991994 LAS VEGAS NV 89121 PUD 79.99 0.250 0.020 0.0000
6991995 WESTERN SPRINGS IL 60558 SFD 80.00 0.250 0.020 0.6050
6991996 SHOREWOOD WI 53211 SFD 79.86 0.250 0.020 0.4800
6991998 INDIANAPOLIS IN 46278 SFD 90.00 33 0.250 0.020 0.2300
6991999 OMAHA NE 68135 SFD 79.90 0.250 0.020 0.2300
6992000 BULLHEAD CITY AZ 86442 SFD 71.89 0.250 0.020 0.4800
6992001 LIVINGSTON NJ 07039 SFD 79.89 0.250 0.020 0.4800
6992002 LITTLE SILVER NJ 07739 SFD 80.00 0.250 0.020 0.0000
6992003 SCARSDALE NY 10583 SFD 53.87 0.250 0.020 0.1050
6992005 DANA POINT CA 92629 LCO 80.00 0.250 0.020 0.2300
6992006 SAN CLEMENTE CA 92673 LCO 84.91 11 0.250 0.020 0.3550
6992009 FORT COLLINS CO 80525 SFD 89.90 33 0.250 0.020 0.1050
6992010 SPARTANBURG SC 29301 SFD 80.00 0.250 0.020 0.2300
6992011 ARLINGTON HEIGHTS IL 60004 SFD 60.32 0.250 0.020 0.0000
6992012 PORT ARANSAS TX 78373 PUD 94.98 06 0.250 0.020 0.6050
6992013 RENTON WA 98059 PUD 89.99 01 0.250 0.020 0.1050
6992014 WOODINVILLE WA 98072 SFD 80.00 0.250 0.020 0.2300
6992015 LOUISVILLE CO 80027 SFD 83.32 06 0.250 0.020 0.2300
6992016 BLUFFDALE UT 84065 SFD 95.00 06 0.250 0.020 0.4800
6992017 SALT LAKE CITY UT 84121 SFD 79.99 0.250 0.020 0.3550
6992018 SARATOGA CA 95070 SFD 67.76 0.250 0.020 0.0000
6992019 SARATOGA CA 95070 SFD 56.30 0.250 0.020 0.0000
6992020 FREMONT CA 94539 SFD 80.00 0.250 0.020 0.3550
6992021 FOSTER CITY CA 94404 PUD 75.00 0.250 0.020 0.0000
6992022 FREMONT CA 94538 PUD 75.45 0.250 0.020 0.3550
6992023 DANVILLE CA 94526 PUD 80.00 0.250 0.020 0.2300
6992024 LOS ANGELES CA 90049 SFD 75.00 0.250 0.020 0.3550
6992025 SAN DIEGO CA 92107 SFD 90.00 13 0.250 0.020 0.3550
6992026 MEDFORD OR 97504 SFD 80.00 0.250 0.020 0.4800
6992028 VANCOUVER WA 98686 SFD 80.00 0.250 0.020 0.6050
6992029 LAKE OSWEGO OR 97034 SFD 75.00 0.250 0.020 0.3550
6992030 PORTLAND OR 97225 SFD 51.58 0.250 0.020 0.4800
6992031 EUGENE OR 97405 SFD 73.53 0.250 0.020 0.4800
6992032 CAMARILLO CA 93012 SFD 95.00 33 0.250 0.020 0.6050
6992033 SAPELLO NM 87745 SFD 75.00 0.250 0.020 0.6050
6992035 RANCHO PALOS VERD CA 90274 SFD 70.00 0.250 0.020 0.3550
6992036 SAN DIEGO CA 92130 PUD 89.99 11 0.250 0.020 0.0000
6992037 SAN JOSE CA 95123 SFD 89.99 17 0.250 0.020 0.4800
6992038 LA JOLLA CA 92037 SFD 74.07 0.250 0.020 0.1050
6992039 ORANGE CA 92669 PUD 94.98 11 0.250 0.020 0.8550
6992040 APEX NC 27502 SFD 95.00 13 0.250 0.020 0.6050
6992041 ANAHEIM CA 92808 PUD 90.00 11 0.250 0.020 0.1050
6992042 CARLSBAD CA 92009 PUD 80.00 0.250 0.020 0.2300
6992043 TRABUCO CANYON AREA CA 92679 PUD 80.00 0.250 0.020 0.3550
6992044 VALENCIA AREA CA 91354 PUD 89.88 11 0.250 0.020 0.0000
6992045 ANAHIEM HILLS CA 92808 PUD 65.85 0.250 0.020 0.4800
6992046 POWAY CA 92064 SFD 94.99 11 0.250 0.020 0.1050
6992047 ALAMEDA CA 94502 PUD 78.15 0.250 0.020 0.1050
6992048 TRABUCO CANYON CA 92679 PUD 80.00 0.250 0.020 0.0000
6992049 CARLSBAD CA 92008 PUD 80.00 0.250 0.020 0.3550
6992051 ANTIOCH CA 94509 SFD 90.00 13 0.250 0.020 0.1050
6992053 SOUTHAMPTON NY 11968 SFD 80.00 0.250 0.020 0.3550
6992060 BERKELEY HEIGHTS NJ 07974 SFD 90.00 33 0.250 0.020 0.2300
6992061 COPPELL TX 75019 SFD 80.00 0.250 0.020 0.0000
6992062 WYLIE TX 75098 SFD 80.00 0.250 0.020 0.1050
6992063 OAK POINT TX 75068 PUD 77.97 0.250 0.020 0.3550
6992065 NEW CITY NY 10956 SFD 88.33 33 0.250 0.020 0.3550
6992066 MINNEAPOLIS MN 55403 SFD 79.96 0.250 0.020 0.1050
6992067 BOURNE MA 02562 SFD 94.92 11 0.250 0.020 0.2300
6992068 SHREVEPORT LA 71119 SFD 90.00 33 0.250 0.020 0.0000
6992069 LA JOLLA CA 92037 SFD 80.00 0.250 0.020 0.0000
6992070 LITTLETON CO 80128 SFD 89.99 01 0.250 0.020 0.4800
6992071 CHANTILLY VA 22021 PUD 80.00 0.250 0.020 0.0000
6992072 ALEXANDRIA VA 22315 SFD 79.99 0.250 0.020 0.0000
6992073 POTOMAC MD 20854 SFD 80.00 0.250 0.020 0.4800
6992074 SUDBURY MA 01776 SFD 75.73 0.250 0.020 0.0000
6992075 MINNEAPOLIS MN 55416 SFD 80.00 0.250 0.020 0.3550
6992078 SHAWNEE KS 66216 SFD 95.00 06 0.250 0.020 0.4800
6992079 BETHESDA MD 20817 SFD 80.00 0.250 0.020 0.1050
6992082 VICTORVILLE CA 92392 SFD 80.00 0.250 0.020 0.1050
6992083 COLTON CA 92324 SFD 53.85 0.250 0.020 0.0000
6992084 WARREN NJ 07060 SFD 75.47 0.250 0.020 0.6050
6992085 AMHERST MA 01002 SFD 80.00 0.250 0.020 0.0000
6992089 NORTH EAST MD 21901 SFD 78.57 0.250 0.020 0.0000
6992090 TACOMA WA 98422 SFD 64.63 0.250 0.020 0.0000
6992091 GREENVILLE SC 29615 SFD 80.00 0.250 0.020 0.1050
6992094 WELLESLEY MA 02181 SFD 80.00 0.250 0.020 0.4800
6992095 RYE NY 10580 SFD 55.00 0.250 0.020 0.3550
6992096 BISMARCK ND 58504 SFD 90.00 33 0.250 0.020 0.6050
6992098 AMHERST NY 14221 SFD 50.00 0.250 0.020 0.4800
6992099 FAIRFAX STATION VA 22039 SFD 89.99 33 0.250 0.020 0.0000
6992100 HERNDON VA 22070 PUD 90.00 33 0.250 0.020 0.0000
6992101 PORTLAND OR 97229 PUD 80.00 0.250 0.020 0.3550
6992102 PALM HARBOR FL 34683 SFD 90.00 33 0.250 0.020 0.4800
6992103 AUSTIN TX 78732 SFD 90.00 33 0.250 0.020 0.4800
6992105 BROOMFIELD CO 80020 SFD 90.00 33 0.250 0.020 0.2300
6992106 CENTERVILLE OH 45459 SFD 90.00 01 0.250 0.020 0.6050
6992107 RANCHO SANTA FE CA 92067 SFD 31.25 0.250 0.020 0.4800
6992108 RIDGEWOOD NJ 07450 SFD 80.00 0.250 0.020 0.4800
6992110 DEMAREST NJ 07627 SFD 44.78 0.250 0.020 0.0000
6992111 COLUMBIA MO 65203 SFD 68.63 0.250 0.020 0.2300
6992113 MOSS POINT MS 39563 SFD 70.00 0.250 0.020 0.3550
6992114 LAKEWOOD WA 98498 SFD 80.00 0.250 0.020 0.0000
6992115 PROSPECT HEIGHTS IL 60070 SFD 95.00 01 0.250 0.020 0.6050
6992116 ELLICOTT CITY MD 21042 SFD 79.99 0.250 0.020 0.3550
6992118 KERRVILLE TX 78028 SFD 77.32 0.250 0.020 0.4800
6992119 RUMSON NJ 07760 SFD 77.78 0.250 0.020 0.2300
6992121 PLEASANTVILLE NY 10570 SFD 80.00 0.250 0.020 0.1050
6992122 YONKERS NY 10710 PUD 90.00 11 0.250 0.020 0.2300
6992123 GRANADA HILLS CA 91344 SFD 56.52 0.250 0.020 0.2300
6992126 WATCHUNG BORO NJ 07060 SFD 86.99 33 0.250 0.020 0.3550
6992127 HOLMES BEACH FL 34217 LCO 90.00 11 0.250 0.020 0.6050
6992128 NAPA CA 94559 SFD 95.00 33 0.250 0.020 0.3550
6992130 LA VERNE CA 91750 SFD 73.33 0.250 0.020 0.1050
6992131 SPRINGFIELD VA 22153 SFD 95.00 33 0.250 0.020 0.0000
6992132 HERNDON VA 22071 SFD 80.00 0.250 0.020 0.2300
6992133 BELAIR MD 21015 SFD 80.00 0.250 0.020 0.0000
6992135 CHESAPEAKE VA 23320 SFD 95.00 13 0.250 0.020 0.1050
6992136 LONGHILL TWP NJ 07946 SFD 87.32 33 0.250 0.020 0.4800
6992137 ZIONSVILLE IN 46077 SFD 88.62 12 0.250 0.020 0.4800
6992138 EDINA MN 55436 SFD 80.00 0.250 0.020 0.2300
6992139 SOUTHBOROUGH MA 01772 SFD 95.00 11 0.250 0.020 0.6050
6992140 WYNNEWOOD PA 19096 SFD 86.84 33 0.250 0.020 0.2300
6992141 BRENTWOOD CA 94513 SFD 89.99 13 0.250 0.020 0.2300
6992143 PARADISE VALLEY AZ 85253 SFD 70.29 0.250 0.020 0.0000
6992145 ENCINITAS CA 92024 SFD 60.00 0.250 0.020 0.6050
6992146 SAN RAMON CA 94583 SFD 90.00 11 0.250 0.020 0.2300
6992147 BOULDER CO 80304 PUD 80.00 0.250 0.020 0.4800
6992148 MORGAN HILL CA 95037 SFD 79.98 0.250 0.020 0.3550
6992150 SCOTTS VALLEY CA 95066 SFD 80.00 0.250 0.020 0.2300
6992151 WASHINGTON DC 20015 SFD 80.00 0.250 0.020 0.2300
6992152 FRANKLIN MA 02038 SFD 74.80 0.250 0.020 0.0000
6992153 BROOKFIELD WI 53045 SFD 69.34 0.250 0.020 0.0000
6992154 LAS VEGAS NV 89134 SFD 79.99 0.250 0.020 0.0000
6992155 MOUNT SINAI NY 11766 SFD 63.18 0.250 0.020 0.6050
6992157 MITCHELLSVILLE MD 20721 SFD 89.98 11 0.250 0.020 0.8550
6992158 PLYMOUTH MN 55447 SFD 80.00 0.250 0.020 0.3550
6992159 PRIOR LAKE MN 55372 SFD 67.01 0.250 0.020 0.0000
6992161 CHANDLER HEIGHTS AZ 85249 SFD 90.00 17 0.250 0.020 0.2300
6992162 DENVILLE NJ 07834 SFD 62.46 0.250 0.020 0.1050
6992163 MATTHEWS NC 28105 SFD 95.00 11 0.250 0.020 0.0000
6992166 BREWSTER NY 10509 SFD 74.63 0.250 0.020 0.0000
6992167 BOCA RATON FL 33496 SFD 57.02 0.250 0.020 0.2300
6992168 POWAY CA 92064 SFD 68.08 0.250 0.020 0.3550
6992169 POWAY CA 92064 SFD 89.88 33 0.250 0.020 0.7300
6992170 MORGAN HILL CA 95037 SFD 71.43 0.250 0.020 0.3550
6992171 BOISE ID 83703 SFD 90.00 33 0.250 0.020 0.4800
6992172 ACTON MA 01720 SFD 90.00 33 0.250 0.020 0.0000
6992173 MASON NECK VA 22079 SFD 80.00 0.250 0.020 0.0000
6992174 MARBLEHEAD MA 01945 SFD 90.00 33 0.250 0.020 0.2300
6992175 WESTPORT CT 06880 SFD 90.00 33 0.250 0.020 0.6050
6992176 ALBUQUERQUE NM 87112 SFD 94.98 33 0.250 0.020 0.4800
6992177 LAS VEGAS NV 89107 SFD 59.70 0.250 0.020 0.4800
6992179 SANDY UT 84093 SFD 71.09 0.250 0.020 0.2300
6992180 LONGWOOD FL 32779 SFD 95.00 33 0.250 0.020 0.3550
6992181 TUCSON AZ 85749 SFD 80.00 0.250 0.020 0.1050
6992182 PHOENIX AZ 85020 SFD 80.00 0.250 0.020 0.1050
6992183 PASADENA CA 91107 SFD 90.00 33 0.250 0.020 0.0000
6992184 WEST CHESTER PA 19382 SFD 89.29 33 0.250 0.020 0.1050
6992187 MIDLOTHIAN VA 23113 SFD 76.47 0.250 0.020 0.0000
6992188 BATTLEGROUND WA 98604 SFD 80.00 0.250 0.020 0.0000
6992190 SAN RAMON CA 94583 PUD 90.00 13 0.250 0.020 0.1050
6992191 SCOTTSDALE AZ 85260 SFD 80.00 0.250 0.020 0.6050
6992194 PARK CITY UT 84098 SFD 80.00 0.250 0.020 0.0000
6992195 SNOHOMISH WA 98290 SFD 95.00 01 0.250 0.020 0.6050
6992197 REDMOND WA 98052 SFD 80.00 0.250 0.020 0.0000
6992199 PROSPECT KY 40059 SFD 80.00 0.250 0.020 0.0000
6992200 PARK CITY UT 84060 PUD 80.00 0.250 0.020 0.3550
6992201 PLEASANTON CA 94588 SFD 52.74 0.250 0.020 0.1050
6992202 MORAGA CA 94556 SFD 77.36 0.250 0.020 0.0000
6992204 SAN RAMON CA 94583 PUD 74.99 0.250 0.020 0.2300
6992205 SANTA CLARA CA 95050 SFD 89.81 06 0.250 0.020 0.1050
6992206 CARSON CITY NV 89703 SFD 74.60 0.250 0.020 0.8550
6992207 MERCED CA 95340 SFD 64.71 0.250 0.020 0.1050
6992210 BISMARCK ND 58501 SFD 85.00 33 0.250 0.020 0.1050
6992211 BERTHOUD CO 80513 SFD 74.33 0.250 0.020 0.1050
6992217 DENVER CO 80220 SFD 80.00 0.250 0.020 0.1050
6992218 FRANKTOWN CO 80116 SFD 80.00 0.250 0.020 0.1050
6992219 DENVER CO 80218 SFD 80.00 0.250 0.020 0.1050
6992221 SALT LAKE CITY UT 84103 SFD 50.82 0.250 0.020 0.0000
6992222 IJAMSVILLE MD 21754 SFD 90.00 33 0.250 0.020 0.2300
6992223 SWAMPSCOTT MA 01907 SFD 90.00 01 0.250 0.020 0.6050
6992224 ROCHESTER MN 55902 SFD 69.18 0.250 0.020 0.3550
6992225 FRANKLIN MA 02038 SFD 90.00 33 0.250 0.020 0.0000
6992226 CORVALLIS OR 97330 SFD 74.38 0.250 0.020 0.3550
6992228 YORKTOWN HEIGHTS NY 10598 SFD 80.00 0.250 0.020 0.6050
6992230 MAPLE GROVE MN 55369 SFD 90.00 01 0.250 0.020 0.2300
6992231 DANVILLE CA 94506 SFD 80.00 0.250 0.020 0.2300
6992232 DURANGO CO 81301 SFD 90.00 33 0.250 0.020 0.6050
6992233 BRECKENRIDGE CO 80424 PUD 80.00 0.250 0.020 0.3550
6992234 COLORADO SPRINGS CO 80904 SFD 75.00 0.250 0.020 0.4800
6992235 AMHERST NH 03031 SFD 90.06 01 0.250 0.020 0.1050
6992236 CHESTNUT RIDGE NY 10977 SFD 93.75 33 0.250 0.020 0.2300
6992237 SANDWICH MA 02562 SFD 84.98 33 0.250 0.020 0.6050
6992238 PARK CITY UT 84098 SFD 95.00 33 0.250 0.020 0.3550
6992241 SUDBURY MA 01776 SFD 64.52 0.250 0.020 0.2300
6992242 BUFFALO GROVE IL 60089 SFD 75.48 0.250 0.020 0.4800
6992245 LIVERMORE CA 94550 SFD 79.65 0.250 0.020 0.0000
6992246 HOLMDEL NJ 07733 SFD 76.47 0.250 0.020 0.0000
6992247 DANVILLE CA 94526 SFD 80.00 0.250 0.020 0.1050
6992248 PHOENIX AZ 85044 SFD 85.00 12 0.250 0.020 0.3550
6992249 NORTH MANKATO MN 56003 SFD 94.99 06 0.250 0.020 0.2300
6992252 LAFAYETTE CO 80026 PUD 75.00 0.250 0.020 0.2300
6992253 WOODINVILLE WA 98072 SFD 74.73 0.250 0.020 0.0000
6992257 MODESTO CA 95356 PUD 90.00 17 0.250 0.020 0.3550
6992259 BELMONT MA 02178 LCO 70.00 0.250 0.020 0.7300
6992260 LOVELAND OH 45140 SFD 65.65 0.250 0.020 0.2300
6992261 GLENDALE AZ 85308 SFD 89.98 17 0.250 0.020 0.8550
6992263 MISSOULA MT 59801 SFD 74.80 0.250 0.020 0.0000
6992264 PROSPECT HEIGHTS IL 60070 SFD 78.86 0.250 0.020 0.4800
6992265 SCOTTSDALE AZ 85259 SFD 79.35 0.250 0.020 0.6050
6992266 CUPERTINO CA 95014 SFD 90.00 33 0.250 0.020 0.2300
6992269 SIOUX CITY IA 51104 SFD 90.00 33 0.250 0.020 0.6050
6992270 STOW MA 01775 SFD 95.00 11 0.250 0.020 0.4800
6992271 OMAHA NE 68114 SFD 80.00 0.250 0.020 0.3550
6992272 ST PAUL MN 55105 SFD 80.00 0.250 0.020 0.0000
6992275 SNOWMASS VILLAGE CO 81615 LCO 75.00 0.250 0.020 0.3550
6992276 BETHESDA MD 20817 SFD 80.00 0.250 0.020 0.2300
6992277 DAYTON OH 45458 PUD 94.99 11 0.250 0.020 0.3550
6992278 LEONIA NJ 07605 SFD 88.72 33 0.250 0.020 0.6050
6992280 FOX RIVER GROVE IL 60021 SFD 90.00 06 0.250 0.020 0.6050
6992282 CUPERTINO CA 95014 SFD 68.86 0.250 0.020 0.0000
6992283 GERMANTOWN MD 20876 SFD 73.85 0.250 0.020 0.0000
6992284 ALEXANDRIA VA 22309 SFD 80.00 0.250 0.020 0.0000
6992285 SILVER SPRING MD 20906 SFD 80.00 0.250 0.020 0.0000
6992287 WEST TX 76691 SFD 60.00 0.250 0.020 0.0000
6992290 SANDY UT 84092 SFD 69.49 0.250 0.020 0.3550
6992291 GALLOWAY NJ 08201 SFD 95.00 12 0.250 0.020 0.2300
6992293 FAIRFIELD CT 06430 SFD 80.00 0.250 0.020 0.0000
6992296 NORTHFIELD IL 60093 SFD 90.00 33 0.250 0.020 0.4800
6992301 CASTLE ROCK CO 80104 SFD 79.99 0.250 0.020 0.2300
6992302 WEST HOLLYWOOD CA 90048 MF2 74.17 0.250 0.020 0.4800
6992303 CAMARILLO AREA CA 93012 SFD 89.90 13 0.250 0.020 1.2300
6992304 MANHATTAN BEACH CA 90266 SFD 80.00 0.250 0.020 1.4800
6992305 LOS ANGELES CA 91364 SFD 80.00 0.250 0.020 0.4800
6992306 SAN DIMAS CA 91773 PUD 79.31 0.250 0.020 0.2300
6992308 ANAHEIM CA 92807 PUD 80.00 0.250 0.020 0.1050
6992309 MEDFORD OR 97504 SFD 74.92 0.250 0.020 0.4800
6992310 TUALATIN OR 97062 PUD 79.97 0.250 0.020 0.0000
6992311 SCAPPOOSE OR 97056 SFD 65.97 0.250 0.020 0.0000
6992312 MEDFORD OR 97504 SFD 80.00 0.250 0.020 0.2300
6992313 THOUSAND OAKS CA 91362 SFD 67.35 0.250 0.020 0.3550
6992314 LAKESIDE CA 92040 SFD 90.00 11 0.250 0.020 0.0000
6992315 RANCHO CUCAMONGA CA 91701 SFD 95.00 33 0.250 0.020 0.2300
6992316 RANCHO SANTA CA 92688 PUD 89.99 11 0.250 0.020 0.1050
MARGARITA
6992317 MISSION VIEJO CA 92692 PUD 90.00 13 0.250 0.020 0.2300
6992318 FOUNTAIN VALLEY CA 92708 SFD 95.00 33 0.250 0.020 0.4800
6992319 ANNANDALE NJ 08801 SFD 69.46 0.250 0.020 0.2300
6992320 WASHINGTON DC 20016 SFD 80.00 0.250 0.020 0.2300
6992321 BEDFORD NH 03110 SFD 90.00 33 0.250 0.020 0.4800
6992323 ARLINGTON TX 76006 SFD 75.17 0.250 0.020 0.9800
6992326 HOUSTON TX 77057 PUD 80.00 0.250 0.020 0.6050
6992327 NORTH MANKATO MN 56003 SFD 89.92 33 0.250 0.020 0.4800
6992331 FLORHAM PARK NJ 07932 LCO 65.75 0.250 0.020 0.4800
6992333 RENO NV 89511 SFD 80.00 0.250 0.020 0.1050
6992335 CHEVY CHASE MD 20815 SFD 67.05 0.250 0.020 0.0000
6992336 WASHINGTON DC 20016 SFD 80.00 0.250 0.020 0.0000
6992337 INCLINE VILLAGE NV 89451 SFD 62.50 0.250 0.020 0.3550
6992338 BERNARDS TWP NJ 07921 PUD 90.00 17 0.250 0.020 0.1050
6992339 WASHINGTON TWP NJ 07853 SFD 90.00 01 0.250 0.020 0.0000
6992341 SAN LEON TX 77539 SFD 80.00 0.250 0.020 0.4800
6992342 PLAYA DEL REY CA 90293 SFD 80.00 0.250 0.020 0.0000
6992343 GOLDEN CO 80401 SFD 74.68 0.250 0.020 0.1050
6992344 SAN FRANSISCO CA 94114 LCO 80.00 0.250 0.020 0.0000
6992348 NAGS HEAD NC 27959 SFD 77.94 0.250 0.020 0.1050
6992349 ENGLEWOOD CO 80111 SFD 80.00 0.250 0.020 0.0000
6992350 ANDOVER MA 01810 SFD 80.00 0.250 0.020 0.0000
6992351 PINE SPRINGS MN 55115 SFD 90.00 13 0.250 0.020 0.1050
6992352 POTOMAC MD 20854 SFD 95.00 33 0.250 0.020 0.0000
6992354 LIVERMORE CA 94550 SFD 79.99 0.250 0.020 0.0000
6992355 WESTERN SPRINGS IL 60558 SFD 89.88 33 0.250 0.020 0.6050
6992357 APEX NC 27502 SFD 79.85 0.250 0.020 0.0000
6992358 BROOKLINE MA 02146 SFD 80.00 0.250 0.020 0.0000
6992359 GLENDALE AZ 85308 SFD 80.00 0.250 0.020 0.0000
6992360 SPARKS NV 89436 PUD 80.00 0.250 0.020 0.3550
6992361 SAN JOSE CA 95118 SFD 95.00 33 0.250 0.020 0.1050
6992362 FOXBORO MA 02035 SFD 77.49 0.250 0.020 0.1050
6992363 SOUTHBORO MA 01772 SFD 90.00 33 0.250 0.020 0.3550
6992364 RIVERSIDE IL 60546 SFD 74.15 0.250 0.020 0.6050
6992365 SAN DIEGO CA 92128 PUD 79.41 0.250 0.020 0.3550
6992366 MISSOULA MT 59801 SFD 90.00 33 0.250 0.020 0.2300
6992367 WEST CALDWELL NJ 07006 SFD 94.78 33 0.250 0.020 0.9800
6992368 GLENCOE IL 60062 SFD 75.56 0.250 0.020 0.1050
6992369 BRENTWOOD CA 94513 SFD 95.00 13 0.250 0.020 0.0000
6992372 CHESTERFIELD VA 23838 PUD 90.00 33 0.250 0.020 0.1050
6992374 POWAY CA 92064 SFD 80.00 0.250 0.020 0.4800
6992375 CEDARHURST NY 11516 SFD 83.64 33 0.250 0.020 0.3550
6992376 ARMONK NY 10504 SFD 70.00 0.250 0.020 0.0000
6992377 FRESNO CA 93720 SFD 95.00 17 0.250 0.020 0.6050
6992378 FREMONT CA 94536 SFD 95.00 11 0.250 0.020 0.1050
6992379 NEENAH WI 54956 SFD 78.69 0.250 0.020 0.4800
6992380 ELGIN IL 60123 SFD 87.52 33 0.250 0.020 0.4800
6992381 BOTHELL WA 98021 SFD 80.00 0.250 0.020 0.3550
6992382 BARRINGTON IL 60010 SFD 70.00 0.250 0.020 0.2300
6992386 NOKOMIS FL 34275 SFD 80.00 0.250 0.020 0.1050
6992387 DURHAM NH 03824 SFD 95.00 01 0.250 0.020 0.6050
6992389 LONG LAKE MN 55356 SFD 63.13 0.250 0.020 0.0000
6992390 LITTLETON CO 80123 SFD 75.40 0.250 0.020 0.2300
6992391 LA QUINTA CA 92253 PUD 75.00 0.250 0.020 0.3550
6992392 CHEVY CHASE MD 20815 SFD 80.00 0.250 0.020 0.2300
6992394 DELLWOOD MN 55110 SFD 80.00 0.250 0.020 0.1050
6992395 BOCA RATON FL 33431 SFD 35.82 0.250 0.020 0.6050
6992396 SANTA BARBARA CA 93111 SFD 94.94 11 0.250 0.020 0.0000
6992397 MCLEAN VA 22101 SFD 63.64 0.250 0.020 0.0000
6992398 PALM BEACH GARDEN FL 33410 PUD 94.97 13 0.250 0.020 0.9800
6992400 RICHMOND CA 94803 PUD 90.00 06 0.250 0.020 0.4800
6992401 MORGAN HILL CA 95037 SFD 76.95 0.250 0.020 0.1050
6992403 BURLINGAME CA 94010 SFD 80.00 0.250 0.020 0.3550
6992404 LOS ANGELES CA 90068 SFD 67.34 0.250 0.020 0.6050
6992405 ARCADIA CA 91006 SFD 70.00 0.250 0.020 0.2300
6992406 BELL CANYON AREA CA 91307 SFD 80.00 0.250 0.020 0.2300
6992409 GLENDALE CA 91208 SFD 80.00 0.250 0.020 0.0000
6992410 MOORPARK CA 93021 SFD 60.03 0.250 0.020 0.7300
6992411 TIGARD OR 97223 SFD 89.99 06 0.250 0.020 0.8550
6992412 HIGHLAND CA 92346 SFD 87.50 06 0.250 0.020 0.6050
6992413 (DOVE CANYON AREA CA 92679 PUD 90.00 11 0.250 0.020 0.1050
6992414 SAN DIEGO CA 92037 SFD 79.99 0.250 0.020 0.0000
6992415 ANAHEIM CA 92808 SFD 95.00 33 0.250 0.020 0.2300
6992416 BETHESDA MD 20817 SFD 95.00 01 0.250 0.020 0.0000
6992417 EL DORADO HILLS CA 95762 PUD 79.99 0.250 0.020 0.1050
6992418 LIVERMORE CA 94550 SFD 79.99 0.250 0.020 0.1050
6992419 CERRITOS CA 90703 PUD 75.78 0.250 0.020 0.0000
6992420 SAN DIEGO CA 92131 PUD 80.00 0.250 0.020 0.0000
6992421 CARLSBAD CA 92008 PUD 80.00 0.250 0.020 0.0000
6992422 CHINO HILLS CA 91709 SFD 79.99 0.250 0.020 0.2300
6992423 WALNUT CA 91789 SFD 80.00 0.250 0.020 0.0000
6992424 LIVERMORE CA 94550 SFD 73.63 0.250 0.020 0.1050
6992425 CARLSBAD CA 92008 PUD 76.72 0.250 0.020 0.1050
6992426 TRABUCO CANYON AR CA 92679 PUD 90.00 11 0.250 0.020 0.0000
6992427 PLANO TX 75093 PUD 79.99 0.250 0.020 0.1050
6992428 SPRINGFIELD VA 22153 SFD 95.00 33 0.250 0.020 0.0000
6992429 NORTH ANDOVER MA 01845 SFD 95.00 33 0.250 0.020 0.1050
6992430 CLIVE IA 50325 SFD 94.97 33 0.250 0.020 0.0000
6992431 PRIOR LAKE MN 55372 SFD 75.35 0.250 0.020 0.1050
6992432 ALBUQUERQUE NM 87122 SFD 79.99 0.250 0.020 0.0000
6992433 BRUSH PRAIRIE WA 98606 SFD 95.00 01 0.250 0.020 0.1050
6992434 PONCE INLET FL 32127 SFD 63.16 0.250 0.020 0.0000
6992436 MOSS POINT MS 39563 SFD 80.00 0.250 0.020 0.6050
6992437 WALDORF MD 20603 PUD 95.00 33 0.250 0.020 0.0000
6992438 DUNKIRK MD 20754 SFD 95.00 1 0.250 0.020 0.1050
6992439 ATLANTA GA 30324 SFD 95.00 33 0.250 0.020 0.1050
6992441 TRAFALGAR IN 46181 SFD 80.00 0.250 0.020 0.1050
6992442 CHARLOTTESVILLE VA 22903 MF2 70.00 0.250 0.020 1.1050
6992443 HINSDALE IL 60521 SFD 80.00 0.250 0.020 0.1050
6992445 SAN RAMON CA 94583 PUD 95.00 13 0.250 0.020 0.1050
6992446 CHATHAM NJ 07928 SFD 46.30 0.250 0.020 0.2300
6992447 FOUNTAIN HILS AZ 85268 SFD 90.00 12 0.250 0.020 0.1050
6992448 PLANTATION FL 33324 PUD 72.87 0.250 0.020 0.3550
6992450 ARDSLEY NY 10502 SFD 70.00 0.250 0.020 0.0000
6992451 CHULA VISTA CA 91902 SFD 80.00 0.250 0.020 0.1050
6992454 LOS ANGELES CA 90046 SFD 72.22 0.250 0.020 0.0000
6992455 ATLANTA GA 30327 SFD 80.00 0.250 0.020 0.1050
6992457 LOS GATOS CA 95032 MF3 77.38 0.250 0.020 0.0000
6992458 SAN RAMON CA 94583 SFD 89.97 13 0.250 0.020 0.0000
6992463 ISSAQUAH WA 98027 PUD 90.00 6 0.250 0.020 0.2300
6992464 MUKILTEO WA 98275 SFD 80.00 0.250 0.020 0.1050
6992466 MT KISCO NY 10549 SFD 90.00 33 0.250 0.020 0.2300
6992467 EDEN PRAIRIE MN 55344 SFD 80.00 0.250 0.020 0.1050
6992468 NEW YORK NY 10011 MF4 70.00 0.250 0.020 0.2300
6992470 NIWOT CO 80503 SFD 64.14 0.250 0.020 0.0000
6992472 FORT WAYNE IN 46804 PUD 80.00 0.250 0.020 0.6050
6992473 WASHINGTON DC 20016 SFD 80.00 0.250 0.020 0.0000
6992474 ALBUQUERQUE NM 87104 SFD 90.00 33 0.250 0.020 0.6050
6992475 DOYLESTOWN PA 18901 SFD 89.98 33 0.250 0.020 0.0000
6992478 EDINA MN 55435 SFD 79.01 0.250 0.020 0.1050
6992479 HOFFMAN ESTATES IL 60192 SFD 80.00 0.250 0.020 0.7300
6992480 STILLWATER MN 55082 SFD 80.00 0.250 0.020 0.2300
6992482 RIDGWAY CO 81432 SFD 75.00 0.250 0.020 0.2300
6992483 POTOMAC MD 20854 SFD 80.00 0.250 0.020 0.0000
6992484 SALT LAKE CITY UT 84117 SFD 47.79 0.250 0.020 0.3550
6992485 NEWPORT BEACH CA 92663 PUD 75.00 0.250 0.020 0.1050
6992487 CHATTANOOGA TN 37421 SFD 80.00 0.250 0.020 0.0000
6992488 PAIA HI 96779 SFD 65.66 0.250 0.020 0.0000
6992489 SHREWSBURY MA 01545 SFD 80.00 0.250 0.020 0.1050
6992490 UPPER SADDLERIVER NJ 07458 SFD 62.96 0.250 0.020 0.1050
6992492 PRINCETON NJ 08540 SFD 80.00 0.250 0.020 0.6050
6992494 STERLING VA 20165 SFD 79.51 0.250 0.020 0.1050
6992495 BROOKFIELD WI 53045 SFD 80.00 0.250 0.020 0.2300
6992496 BERNARDS TWP NJ 07920 SFD 79.91 0.250 0.020 0.0000
6992497 DARIEN IL 60561 SFD 80.00 0.250 0.020 0.3550
6992498 NAPERVILLE IL 60540 SFD 80.00 0.250 0.020 0.0000
6992499 PHILADELPHIA PA 19118 SFD 80.00 0.250 0.020 0.6050
6992500 HADDONFIELD NJ 08033 SFD 80.00 0.250 0.020 0.3550
6992503 CYPRESS CA 90630 SFD 90.00 33 0.250 0.020 0.3550
6992506 WINDSOR CO 80550 SFD 64.01 0.250 0.020 0.2300
6992508 VISALIA CA 93277 SFD 95.00 33 0.250 0.020 0.2300
6992509 SHERMAN CT 06784 SFD 84.80 33 0.250 0.020 0.0000
6992510 COLLIERVILLE TN 38017 SFD 89.32 33 0.250 0.020 0.1050
6992511 ANDOVER MA 01810 SFD 80.00 0.250 0.020 0.0000
6992512 HOBOKEN NJ 07030 LCO 70.00 0.250 0.020 0.0000
6992513 PARK CITY UT 84098 SFD 15.00 0.250 0.020 0.6050
6992517 FEDERAL WAY WA 98023 SFD 80.00 0.250 0.020 0.0000
6992518 UPPER MONTCLAIR NJ 07043 SFD 86.43 33 0.250 0.020 0.1050
6992519 CROSS RIVER NY 10518 SFD 54.01 0.250 0.020 0.1050
6992520 SACRAMENTO CA 95821 SFD 75.00 0.250 0.020 0.2300
6992522 CUPERTINO CA 95014 SFD 69.86 0.250 0.020 0.3550
6992523 SAN JOSE CA 95129 SFD 89.97 17 0.250 0.020 0.0000
6992524 MOUNTAIN VIEW CA 94043 LCO 90.00 11 0.250 0.020 0.1050
6992525 PARK CITY UT 84098 SFD 75.00 0.250 0.020 0.0000
6992526 APPLETON WI 54915 SFD 70.94 0.250 0.020 0.2300
6992527 PALATINE IL 60057 SFD 77.46 0.250 0.020 0.4800
6992529 ALPHARETTA GA 30201 PUD 62.50 0.250 0.020 0.0000
6992530 ALPHARETTA GA 30202 PUD 80.00 0.250 0.020 0.0000
6992531 BOULDER CO 80303 SFD 90.00 33 0.250 0.020 0.1050
6992532 LOS ALTOS CA 94024 SFD 57.78 0.250 0.020 0.0000
6992537 GREAT FALLS MT 59404 SFD 89.43 33 0.250 0.020 0.2300
6992538 MONTGOMERY TWP NJ 08502 SFD 79.96 0.250 0.020 0.0000
6992539 BRANCHBURG NJ 08876 SFD 95.00 33 0.250 0.020 0.2300
6992540 ARROYO GRANDE CA 93420 SFD 90.00 17 0.250 0.020 0.0000
6992541 NEW CITY NY 10956 LCO 58.82 0.250 0.020 0.7300
6992542 BARTLETT TN 38135 SFD 80.00 0.250 0.020 0.1050
6992543 ROLLINSFORD NH 03869 SFD 74.55 0.250 0.020 0.4800
6992545 MINNETONKA MN 55345 SFD 75.73 0.250 0.020 0.0000
6992547 PLYMOUTH MN 55441 SFD 78.95 0.250 0.020 0.0000
6992612 GLENWOOD MD 21738 SFD 75.32 0.250 0.020 0.0000
6992613 WEST DES MOINES IA 50265 SFD 90.00 33 0.250 0.020 0.1050
6992615 DOYLESTOWN PA 18901 SFD 80.00 0.250 0.020 0.6050
6992616 LAS VEGAS NV 89102 SFD 80.00 0.250 0.020 0.6050
6992617 SUGAR LAND TX 77479 SFD 80.00 0.250 0.020 0.0000
6992618 PHOENIX AZ 85020 SFD 80.00 0.250 0.020 0.2300
6992619 SCOTTSDALE AZ 85250 PUD 68.35 0.250 0.020 0.1050
6992621 GILBERT AZ 85233 SFD 80.00 0.250 0.020 0.7300
6992622 WYCKOFF NJ 07481 SFD 75.00 0.250 0.020 0.2300
6992623 ST CHARLES IL 60174 SFD 39.02 0.250 0.020 0.2300
6992624 SAN JOSE CA 95138 SFD 65.93 0.250 0.020 0.0000
6992627 BRENTWOOD CA 94513 SFD 90.00 13 0.250 0.020 0.0000
6992628 SAN RAMON CA 94583 PUD 95.00 13 0.250 0.020 0.0000
6992629 HUDSON OH 44236 SFD 77.81 0.250 0.020 0.6050
6992631 DENVER CO 80218 SFD 80.00 0.250 0.020 0.1050
6992638 SAN BRUNO CA 94066 SFD 61.07 0.250 0.020 0.0000
6992642 CHATHAM NJ 07928 SFD 80.00 0.250 0.020 0.0000
6992644 SHOREWOOD MN 55331 SFD 90.00 33 0.250 0.020 0.1050
6992645 MAPLE GROVE MN 55311 SFD 75.14 0.250 0.020 0.0000
6992646 ASHBURN VA 22011 PUD 87.58 33 0.250 0.020 0.0000
6992647 ANNANDALE VA 22003 SFD 80.00 0.250 0.020 0.0000
6992653 ALBUQUERQUE NM 87122 SFD 95.00 1 0.250 0.020 0.3550
6992657 DALLAS TX 75287 SFD 63.14 0.250 0.020 0.0000
6992658 DANVILLE CA 94526 PUD 69.95 0.250 0.020 0.0000
6992659 LARKSPUR CO 80118 SFD 72.71 0.250 0.020 0.2300
6992661 ARDSLEY NY 10502 SFD 60.00 0.250 0.020 0.3550
6992664 CAPE CORAL FL 33904 SFD 80.00 0.250 0.020 0.4800
6992666 WAYNE NJ 07470 SFD 46.67 0.250 0.020 0.4800
6992667 SHREVEPORT LA 71119 SFD 70.00 0.250 0.020 0.1050
6992668 CHINO HILLS CA 91709 SFD 80.00 0.250 0.020 0.1050
6992669 BOULDER CO 80303 SFD 62.99 0.250 0.020 0.1050
6992670 DENVER CO 80218 SFD 64.10 0.250 0.020 0.2300
6992672 LOUISVILLE CO 80027 SFD 50.51 0.250 0.020 0.4800
6992673 CENTREVILLE VA 22020 SFD 78.53 0.250 0.020 0.0000
6992674 PERKASIE PA 18944 SFD 88.89 33 0.250 0.020 0.3550
6992676 TULSA OK 74136 SFD 95.00 33 0.250 0.020 0.2300
6992677 BOYDS MD 20841 PUD 94.99 33 0.250 0.020 0.0000
6992678 INDIANAPOLIS IN 46236 SFD 90.00 6 0.250 0.020 0.2300
6992679 BEDFORD MA 01730 LCO 90.12 33 0.250 0.020 0.0000
6992682 FAIR HAVEN NJ 07704 SFD 80.00 0.250 0.020 0.0000
6992683 RAPID CITY SD 57701 SFD 75.00 0.250 0.020 0.4800
6992684 ANDOVER MA 01810 SFD 80.00 0.250 0.020 0.3550
6992685 REDMOND WA 98053 PUD 70.30 0.250 0.020 0.0000
6992687 PLEASANTVILLE NY 10570 SFD 95.00 33 0.250 0.020 0.6050
6992693 SAN RAMON CA 94583 SFD 80.00 0.250 0.020 0.0000
6992694 CHAPEL HILL NC 27514 SFD 80.00 0.250 0.020 0.2300
6992695 LOVETTSVILLE VA 20180 SFD 80.00 0.250 0.020 0.0000
6992697 BOCA RATON FL 33498 PUD 80.00 0.250 0.020 0.1050
6992698 CENTREVILLE VA 22020 SFD 76.30 0.250 0.020 0.0000
6992700 HILLSBORO OR 97124 SFD 95.00 33 0.250 0.020 0.6050
6992701 LAS VEGAS NV 89134 SFD 49.44 0.250 0.020 0.1050
6992702 LAS VEGAS NV 89117 SFD 70.00 0.250 0.020 0.2300
6992704 RENO NV 89511 SFD 59.65 0.250 0.020 0.4800
6992705 FRANKFORT TWSHP MN 55374 SFD 80.00 0.250 0.020 0.2300
6992707 ORINDA CA 94563 SFD 79.75 0.250 0.020 0.7300
6992708 BONSALL CA 92003 SFD 72.31 0.250 0.020 0.0000
6992709 WEST CHESTER PA 19382 SFD 49.06 0.250 0.020 0.0000
6992710 LITTLETON CO 80127 PUD 75.00 0.250 0.020 0.3550
6992711 DALLAS TX 75229 SFD 95.00 33 0.250 0.020 0.6050
6992712 HARMONY TWP NJ 08865 SFD 80.00 0.250 0.020 0.1050
6992714 RIDGEFIELD CT 06877 SFD 90.00 33 0.250 0.020 0.1050
6992716 LAWRENCEVILLE NJ 08648 SFD 80.00 0.250 0.020 0.3550
6992717 FOSTER CITY CA 94404 PUD 79.99 0.250 0.020 0.2300
6992718 SAN RAMON CA 94583 SFD 80.00 0.250 0.020 0.0000
6992719 FULSHEAR TX 77441 SFD 95.00 33 0.250 0.020 0.1050
6992720 SPARTANBURG SC 29302 SFD 86.36 1 0.250 0.020 0.0000
6992721 DUNCAN SC 29334 SFD 66.36 0.250 0.020 0.0000
6992725 YONKERS NY 10710 SFD 79.69 0.250 0.020 0.6050
6992728 LOS ANGELES CA 90045 SFD 95.00 11 0.250 0.020 0.6050
6992729 TWIN FALLS ID 83301 PUD 80.00 0.250 0.020 0.1050
6992732 SAN FRANCISCO CA 94117 SFD 75.84 0.250 0.020 0.2300
6992733 LAKE OSWEGO OR 97034 SFD 80.00 0.250 0.020 0.1050
6992734 BOULDER CO 80302 SFD 53.76 0.250 0.020 0.0000
6992735 NORTHFIELD MN 55057 SFD 80.00 0.250 0.020 0.0000
6992738 SOUTH PLAINFIELD NJ 07080 SFD 95.00 33 0.250 0.020 0.3550
6992739 RESTON VA 22094 PUD 80.00 0.250 0.020 0.0000
6992742 CORCORAN MN 55357 SFD 56.70 0.250 0.020 0.6050
6992744 LOUISVILLE CO 80027 SFD 48.25 0.250 0.020 0.1050
6992747 VIENNA VA 22181 SFD 80.00 0.250 0.020 0.0000
6992748 GLENDALE AZ 85310 SFD 94.99 33 0.250 0.020 0.7300
6992751 PRINCETON NJ 08540 SFD 80.00 0.250 0.020 0.1050
6992752 ISSAQUAH WA 98029 SFD 62.67 0.250 0.020 0.0000
6992754 FORT COLLINS CO 80526 SFD 80.00 0.250 0.020 0.2300
6992755 COUNCE TN 38326 SFD 70.00 0.250 0.020 0.2300
6992756 PARK CITY UT 84098 SFD 90.00 33 0.250 0.020 0.4800
6992759 FAIRFAX STATION VA 22039 SFD 90.00 33 0.250 0.020 0.3550
6992760 LAKE ARROWHEAD CA 92352 SFD 80.00 0.250 0.020 0.2300
6992761 COLORADO SPRINGS CO 80919 SFD 86.00 33 0.250 0.020 0.0000
6992764 BERKELEY HEIGHTS NJ 07922 SFD 73.13 0.250 0.020 0.2300
6992765 PITTFORD NY 14534 SFD 94.98 6 0.250 0.020 0.3550
6992767 NEWTON MA 02158 SFD 59.31 0.250 0.020 0.3550
6992768 ALBUQUERQUE NM 87107 PUD 80.00 0.250 0.020 0.3550
6992772 MILTON MA 02186 SFD 80.00 0.250 0.020 0.1050
6992773 PRINCETON NJ 08540 SFD 74.99 0.250 0.020 0.0000
6992777 FAIRLAWN OH 44333 SFD 95.00 11 0.250 0.020 0.3550
6992784 HANOVER NH 03755 SFD 66.67 0.250 0.020 0.2300
6992790 HASTINGS ON HUDSON NY 10706 SFD 90.00 11 0.250 0.020 0.3550
6992795 WEST LINN OR 97068 SFD 74.06 0.250 0.020 0.0000
6992797 LOS ANGELES CA 90008 SFD 95.00 33 0.250 0.020 0.2300
6992801 CARLSBAD CA 92009 SFD 85.00 11 0.250 0.020 0.1050
6992811 BOISE ID 83704 SFD 75.76 0.250 0.020 0.2300
6992816 VALLEY COTTAGE NY 10989 SFD 94.99 33 0.250 0.020 0.6050
6992817 GOLDEN CO 80403 SFD 80.00 0.250 0.020 0.2300
6992823 LAKEVILLE MN 55044 SFD 79.98 0.250 0.020 0.1050
6992827 HARDING TWP NJ 07960 SFD 50.51 0.250 0.020 0.0000
6992832 WEST WINDSOR NJ 08648 SFD 80.00 0.250 0.020 0.0000
6992870 DAVIDSON NC 28036 SFD 80.00 0.250 0.020 0.0000
6992876 BERNARDS TWP NJ 07920 SFD 69.23 0.250 0.020 0.0000
COUNT: 880
WAC: 8.4597
WAM: 357.4194
WALTV: 78.1417
</TABLE>
<PAGE>
<TABLE>
NASCOR
NMI / 1996-5 Exhibit F-2
20 THROUGH 30 YEAR FIXED RATE NON-RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- ----------------- ----- ----- -------- -------- -------- -------- -------- --------- --------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- ----------------- ----- ----- -------- -------- -------- -------- -------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4447448 NORTHAMPTON PA 18964 SFD 8.750 8.000 $1,386.56 360 1-Sep-25 $174,872.50
4450792 WAINSCOTT NY 11975 SFD 9.125 8.000 $1,627.27 360 1-Oct-26 $200,000.00
4459913 BEDFORD NH 03110 SFD 7.750 7.480 $ 925.25 360 1-Sep-25 $127,917.93
4463960 JACKSON HEIGHTS NY 11370 SFD 8.875 8.000 $1,400.34 360 1-Sep-25 $174,658.75
4465254 SOUTHFIELD MI 48075 SFD 9.250 8.000 $1,340.96 360 1-Sep-26 $162,915.50
4467925 TORRINGTON CT 06790 SFD 8.500 8.000 $ 898.10 360 1-Oct-26 $116,800.00
4482994 MALIBU CA 90265 SFD 8.625 8.000 $8,594.58 360 1-Dec-25 $1,098,260.98
4484313 CLARKSTON MI 48348 SFD 8.500 8.000 $1,700.84 360 1-Sep-26 $221,065.99
4484826 BOONTON TOWNSHIP NJ 07005 SFD 8.750 8.000 $2,163.43 360 1-Aug-26 $274,328.22
4488148 SETAUKET NY 11733 SFD 7.250 6.980 $2,006.29 360 1-Sep-26 $293,870.56
4488268 KETCHUM ID 83340 SFD 8.500 8.000 $2,575.87 360 1-Jul-26 $334,386.82
4488513 AMELIA ISLAND FL 32034 LCO 9.000 8.000 $2,896.65 360 1-May-26 $359,001.89
4492626 LINCOLN PA 19352 SFD 8.375 8.000 $2,227.02 360 1-Aug-26 $292,634.48
UNIVERSITY
4492844 GROVE CITY OH 43123 SFD 8.250 7.980 $ 378.64 360 1-Feb-26 $50,136.60
4494247 PENFIELD NY 14526 SFD 9.875 8.000 $2,386.66 360 1-Sep-26 $274,725.13
4498007 PLEASANTON CA 94566 SFD 7.750 7.480 $1,611.93 360 1-Feb-26 $223,700.46
4499204 CEDARHURST NY 11516 SFD 9.625 8.000 $1,903.98 360 1-Sep-26 $223,892.69
4500551 WESTMINSTER MD 21157 SFD 8.500 8.000 $1,146.84 360 1-Jul-26 $148,876.99
4502325 ALBANY NY 12203 SFD 8.750 8.000 $ 708.03 360 1-May-26 $89,737.29
4502412 PIPERSVILLE PA 18947 SFD 8.250 7.980 $2,063.36 360 1-Oct-26 $274,650.00
4507375 LACEY NJ 08731 SFD 8.625 8.000 $1,454.47 360 1-Sep-26 $186,889.59
4508996 PORT JEFFERSON NY 11777 LCO 9.375 8.000 $ 885.82 360 1-Aug-26 $106,392.01
4510320 COTO DE CAZA CA 92679 SFD 8.625 8.000 $2,184.04 360 1-Aug-26 $280,420.14
4511333 HICKSVILLE NY 11801 SFD 8.500 8.000 $ 768.92 360 1-Oct-26 $100,000.00
4511835 PHOENIXVILLE PA 19460 SFD 8.500 8.000 $1,951.51 360 1-Sep-26 $253,646.24
4513259 LAS VEGAS NV 89134 SFD 8.000 7.730 $2,965.51 360 1-Mar-26 $402,213.37
4514854 STEAMBOAT SPRINGS CO 80477 THS 8.875 8.000 $2,297.69 360 1-Oct-26 $288,783.00
4515082 CHICAGO IL 60628 SFD 7.750 7.480 $ 401.04 240 1-Jun-16 $48,484.21
4515407 NATICK MA 01760 SFD 8.500 8.000 $2,299.06 360 1-Oct-26 $299,000.00
4515939 MATAWAN NJ 07747 SFD 8.500 8.000 $1,722.37 360 1-Sep-26 $223,864.30
4516680 BRONXVILLE NY 10708 SFD 8.750 8.000 $1,919.55 360 1-Sep-26 $243,859.62
4516963 STAMFORD CT 06903 SFD 8.375 8.000 $4,113.52 360 1-Sep-26 $540,863.61
4518800 RED BANK NJ 07701 SFD 8.875 8.000 $2,197.97 360 1-Aug-26 $275,939.11
4518965 MIAMI FL 33180 HCO 8.875 8.000 $ 501.26 360 1-Sep-26 $62,964.68
4519078 GARDEN CITY NY 11530 HCO 9.750 8.000 $2,641.90 360 1-Oct-26 $307,500.00
4519084 BASKING RIDGE NJ 07920 SFD 8.500 8.000 $1,943.82 360 1-Sep-26 $252,646.85
4519266 PETALUMA CA 94954 SFD 8.250 7.980 $1,727.92 360 1-Aug-26 $229,431.70
4519599 ABINGTON PA 19027 SFD 8.875 8.000 $ 716.09 360 1-May-26 $89,743.92
4519732 BEND OR 97701 SFD 8.000 7.730 $3,026.78 360 1-May-26 $411,097.53
4521031 HILTON HEAD SC 29929 SFD 8.375 8.000 $2,470.23 360 1-Sep-26 $324,798.00
ISLAND
4521072 SEATTLE WA 98116 SFD 8.375 8.000 $1,901.33 360 1-Aug-26 $249,837.93
4521384 MOUNT SINAI NY 11766 SFD 9.375 8.000 $1,730.04 360 1-Sep-26 $207,894.96
4521430 WEST BLOOMFIELD MI 48324 SFD 8.625 8.000 $1,306.69 360 1-Jul-26 $167,700.29
4522242 HOLMDEL NJ 07733 SFD 8.875 8.000 $3,042.55 360 1-Jul-26 $381,752.08
4522525 WILTON CT 06897 SFD 8.750 8.000 $3,193.22 360 1-Sep-26 $405,666.47
4523064 MONROE CT 06468 SFD 8.625 8.000 $2,163.03 360 1-Aug-26 $277,770.45
4523327 PORT WASHINGTON NY 11050 MF2 8.375 8.000 $2,208.01 360 1-Aug-26 $290,137.62
4523412 OCEANSIDE NY 11572 SFD 9.000 8.000 $1,846.61 360 1-Sep-26 $229,374.64
4524391 JAMESBURG NJ 08831 SFD 9.125 8.000 $1,028.11 360 1-Aug-26 $126,224.99
4524679 WELLESLEY MA 02181 SFD 8.500 8.000 $2,199.87 360 1-Aug-26 $285,752.11
4525000 NEW ROCHELLE NY 10804 SFD 9.000 8.000 $2,240.07 360 1-Aug-26 $278,094.72
4525120 OLD BRIDGE NJ 08857 SFD 8.625 8.000 $ 933.35 360 1-Sep-26 $119,929.15
4525141 RANCHO PARLOS CA 90275 SFD 8.500 8.000 $3,844.57 360 1-Sep-26 $499,697.10
VERDES
4525344 NAPLES FL 33962 LCO 9.250 8.000 $ 403.11 360 1-Jul-26 $48,923.21
4525475 TOMS RIVER NJ 08754 LCO 8.500 8.000 $ 739.89 360 1-Aug-26 $96,107.99
4525594 CARLE PLACE NY 11514 SFD 9.000 8.000 $ 917.27 360 1-Aug-26 $113,874.99
4525856 KANSAS CITY MO 64112 SFD 8.500 8.000 $2,399.01 360 1-Jul-26 $311,428.94
4526012 MISSION VIEJO CA 92692 SFD 8.750 8.000 $3,445.75 360 1-Aug-26 $437,494.16
4526190 COMMACK NY 11725 SFD 8.750 8.000 $1,290.19 360 1-Sep-26 $163,905.64
4526362 STATEN ISLAND NY 10305 SFD 8.250 7.980 $2,569.34 360 1-Sep-26 $341,781.91
4526548 EAST BRUNSWICK NJ 08816 SFD 8.750 8.000 $1,416.06 360 1-Aug-26 $179,792.12
4526747 LAS VEGAS NV 89129 SFD 8.875 8.000 $1,748.83 360 1-Aug-26 $219,552.63
4526760 PORT WASHINGTON NY 11050 SFD 8.625 8.000 $2,115.59 360 1-Oct-26 $272,000.00
4527024 MADISON NJ 07940 SFD 8.375 8.000 $3,961.88 360 1-Sep-26 $520,926.01
4527132 CARMEL IN 46033 SFD 8.625 8.000 $2,084.48 360 1-Sep-26 $267,841.77
4527296 LAS VEGAS NV 89117 SFD 8.875 8.000 $ 673.52 360 1-Aug-26 $84,554.73
4527317 BRADLEY BEACH NJ 07720 SFD 9.500 8.000 $1,450.48 360 1-Aug-26 $172,329.62
4527416 SAN FRANCISCO CA 94112 SFD 8.125 7.855 $1,744.87 360 1-Jul-26 $234,535.70
4527615 OCEANSIDE NY 11572 SFD 8.250 7.980 $ 488.32 360 1-Aug-26 $64,916.83
4527633 DOYLESTOWN PA 18901 SFD 9.625 8.000 $1,880.61 360 1-Aug-26 $221,037.15
4527958 NEW YORK NY 10003 HCO 9.750 8.000 $ 773.24 360 1-Aug-26 $89,915.68
4528048 LYNBROOK NY 11563 SFD 9.000 8.000 $1,287.40 360 1-Sep-26 $159,912.60
4528112 INDIAN HARBOUR FL 32937 SFD 9.125 8.000 $1,357.95 360 1-Jul-26 $166,631.52
BEACH
4528143 MORRISTOWN NJ 07960 SFD 8.875 8.000 $2,506.29 360 1-Sep-26 $314,823.40
4528449 SAN LEANDRO CA 94579 SFD 9.000 8.000 $1,927.88 360 1-Aug-26 $239,337.26
4528780 HAMILTON NJ 08620 SFD 8.750 8.000 $ 861.44 360 1-Aug-26 $109,373.54
4528791 STEWARTSTOWN PA 17363 SFD 8.500 8.000 $ 860.42 360 1-Aug-26 $111,663.22
4528966 HUNTINGTON NY 11743 SFD 9.250 8.000 $1,928.36 360 1-Aug-26 $234,156.01
4528989 SMITHTOWN NY 11787 SFD 9.375 8.000 $1,139.50 360 1-Aug-26 $136,861.08
4528990 MENDHAM NJ 07926 SFD 8.250 7.980 $2,873.60 360 1-Sep-26 $382,256.09
4529254 ROSEMONT PA 19010 SFD 8.500 8.000 $ 686.26 360 1-Aug-26 $89,141.46
4529726 SAVANNAH GA 31419 SFD 9.500 8.000 $ 483.92 360 1-Sep-26 $57,521.69
4529756 UPPER MONTCLAIR NJ 07043 SFD 8.750 8.000 $2,139.83 360 1-Sep-26 $271,742.91
4530348 STOUGHTON MA 02072 LCO 9.125 8.000 $ 377.53 360 1-Aug-26 $46,350.42
4530548 KEY WEST FL 33040 PUD 9.250 8.000 $2,468.03 360 1-Oct-26 $300,000.00
4530588 LOUISVILLE KY 40205 SFD 8.500 8.000 $2,029.94 360 1-Sep-26 $263,840.06
4530589 LA SELVA BEACH CA 95076 SFD 8.875 8.000 $5,171.70 360 1-Jul-26 $648,898.68
4530703 HIGHLAND NJ 07732 SFD 8.875 8.000 $ 732.00 360 1-Sep-26 $91,948.42
4530729 SYOSSET NY 11791 SFD 9.125 8.000 $ 995.89 360 1-Sep-26 $122,334.86
4530759 NEW YORK NY 10074 THS 8.750 8.000 $3,933.51 360 1-Sep-26 $499,712.32
4530765 EAST FARMINGDALE NY 11735 SFD 8.625 8.000 $1,555.58 360 1-Sep-26 $199,881.92
4530766 CARY NC 27511 SFD 8.500 8.000 $2,836.53 360 1-Aug-26 $368,451.44
4530770 FAIRFAX VA 22033 SFD 8.500 8.000 $1,980.73 360 1-Sep-26 $257,443.94
4530812 LLOYD HARBOR NY 11743 SFD 8.875 8.000 $5,102.07 360 1-Aug-26 $640,528.36
4530909 ROCKY POINT NY 11727 SFD 8.500 8.000 $1,445.56 360 1-Sep-26 $187,886.11
4530991 GREAT NECK NY 11021 SFD 8.750 8.000 $1,888.09 360 1-Sep-26 $239,861.91
4531125 SOUTHBURY CT 06488 SFD 8.750 8.000 $2,163.43 360 1-Aug-26 $274,682.40
4531127 DIX HILLS NY 11746 SFD 8.875 8.000 $2,530.16 360 1-Sep-26 $317,821.71
4531175 NEW YORK NY 10021 HCO 9.000 8.000 $ 675.88 360 1-Aug-26 $83,907.90
4531271 FAIRFIELD CT 06432 SFD 8.875 8.000 $2,176.89 360 1-Sep-26 $273,446.61
4531623 MERCED CA 95340 SFD 9.500 8.000 $1,917.15 360 1-Sep-26 $227,887.85
4531838 STAMFORD CT 06905 SFD 9.750 8.000 $1,030.99 360 1-Aug-26 $119,887.57
4531880 HUNTINGTON NY 11743 SFD 9.375 8.000 $1,983.73 360 1-Sep-26 $238,379.55
4531977 STONY BROOK NY 11790 SFD 8.500 8.000 $1,230.27 360 1-Sep-26 $159,903.06
4531989 TAHOE CITY CA 96145 SFD 8.750 8.000 $2,302.84 349 1-Sep-25 $290,433.83
4532148 SOLEBURY PA 18963 SFD 8.250 7.980 $1,863.15 360 1-Sep-26 $247,380.58
4532157 ELMSFORD NY 10523 SFD 9.125 8.000 $1,100.03 360 1-Aug-26 $135,055.56
4532410 SAN FRANCISCO CA 94114 SFD 8.625 8.000 $2,955.61 360 1-Sep-26 $379,775.64
4532456 ALEXANDRIA VA 22315 PUD 9.125 8.000 $2,176.47 360 1-Oct-26 $267,500.00
4532484 GLEN ELLEN CA 95442 SFD 8.500 8.000 $ 848.88 360 1-Aug-26 $110,214.28
4532576 SEAFORD NY 11793 SFD 9.250 8.000 $ 822.68 360 1-Sep-26 $99,948.15
4532618 LAKEVILLE MN 55044 SFD 8.125 7.855 $1,017.23 360 1-Aug-26 $136,820.14
4532675 SAGAPONACK NY 11962 SFD 9.125 8.000 $2,196.81 360 1-Sep-26 $269,856.32
4532686 LAGUNA NIGUEL CA 92677 SFD 8.750 8.000 $1,793.68 360 1-Aug-26 $227,729.11
4532688 LEVITTOWN NY 11756 SFD 9.500 8.000 $ 782.00 360 1-Aug-26 $92,880.41
4532691 WALTHAM MA 02154 SFD 8.500 8.000 $1,741.59 360 1-Aug-26 $226,224.59
4532790 MASSAPEQUA NY 11758 SFD 8.875 8.000 $ 935.68 360 1-Sep-26 $117,534.07
4532861 TEANECK NJ 07666 LCO 8.625 8.000 $ 466.68 360 1-Sep-26 $59,964.57
4532876 MERRICK NY 11566 SFD 8.250 7.980 $1,754.96 360 1-Sep-26 $233,451.04
4532911 BARNEGAT NJ 08005 SFD 8.375 8.000 $ 518.75 360 1-Sep-26 $68,207.58
4532975 ALLENTOWN PA 18103 SFD 8.625 8.000 $1,695.59 360 1-Sep-26 $217,871.29
4532997 COOPER CITY FL 33328 SFD 9.750 8.000 $ 639.21 360 1-Aug-26 $74,330.30
4533021 KAILUA HI 96734 SFD 9.000 8.000 $2,615.03 360 1-Sep-26 $324,822.47
4533023 WAYNE NJ 07470 THS 9.125 8.000 $1,773.72 360 1-Oct-26 $218,000.00
4533032 HAWI HI 96719 SFD 8.750 8.000 $2,590.22 360 1-Sep-26 $329,060.56
4533077 BELLEVUE WA 98004 SFD 8.625 8.000 $3,204.49 360 1-Jun-26 $411,016.50
4533120 FORT SALONGA NY 11768 SFD 8.250 7.980 $1,905.22 360 1-Sep-26 $253,438.28
4533190 GARDEN CITY NY 11530 SFD 8.500 8.000 $2,491.28 360 1-Sep-26 $323,326.18
4533311 ITASCA IL 60143 SFD 9.000 8.000 $2,063.86 360 1-Sep-26 $256,359.89
4533317 PEACHTREE CITY GA 30269 SFD 9.375 8.000 $1,430.61 360 1-Aug-26 $171,825.60
4533340 ESCONDIDO CA 92025 SFD 8.750 8.000 $2,371.90 360 1-Aug-26 $301,151.81
4533397 DEER PARK NY 11729 SFD 8.875 8.000 $ 827.48 360 1-Aug-26 $103,882.95
4533434 AMAGANSETT NY 11930 SFD 9.125 8.000 $2,135.79 360 1-Sep-26 $262,360.30
4533458 LAGUNA BEACH CA 92651 SFD 8.750 8.000 $4,894.46 360 1-Sep-26 $621,792.05
4533477 HUNTINGTON NY 11743 SFD 9.000 8.000 $ 442.55 360 1-Sep-26 $54,969.95
4533506 NEWHALL CA 91321 SFD 8.625 8.000 $2,283.60 360 1-Sep-26 $293,426.65
4533510 ROCKVILLE CENTRE NY 11570 SFD 8.750 8.000 $1,982.49 360 1-Sep-26 $251,855.01
4533530 PENNINGTON NJ 08534 SFD 8.750 8.000 $2,674.78 360 1-Sep-26 $339,804.39
4533590 FT LAUDERDALE FL 33326 SFD 9.250 8.000 $ 974.05 360 1-Aug-26 $118,276.76
4533598 WEST BABYLON NY 11704 SFD 8.750 8.000 $ 774.12 360 1-Oct-26 $98,400.00
4533635 DIX HILLS NY 11746 SFD 8.375 8.000 $1,900.19 360 1-Sep-26 $249,844.60
4533642 PITTSTOWN NJ 08867 SFD 8.750 8.000 $1,812.56 360 1-Sep-26 $230,267.44
4533699 HARTSDALE NY 10530 SFD 8.500 8.000 $1,785.42 360 1-Oct-26 $232,200.00
4533760 SOUTH ORANGE NJ 07079 SFD 9.125 8.000 $3,254.53 360 1-Jul-26 $399,356.55
VILLAGE
4533781 SIMI VALLEY CA 93063 SFD 9.125 8.000 $1,790.00 360 1-Aug-26 $219,764.95
4533937 ARLINGTON VA 22201 SFD 8.375 8.000 $1,986.07 360 1-Sep-26 $261,137.59
4533954 JACKSON MS 39213 SFD 8.875 8.000 $1,113.91 360 1-Sep-26 $139,921.51
4534068 CLARKSVILLE MD 21029 SFD 8.750 8.000 $1,730.74 360 1-Jul-26 $219,617.50
4534121 ARGENTINE TWP MI 48436 SFD 8.375 8.000 $ 950.09 360 1-Sep-26 $124,922.31
4534166 GARFIELD NJ 07026 SFD 8.500 8.000 $ 787.37 360 1-Sep-26 $102,337.96
4534171 GREENLAWN NY 11740 SFD 8.500 8.000 $1,107.24 360 1-Sep-26 $143,912.76
4534247 MONTVALE NJ 07645 SFD 9.250 8.000 $1,872.41 360 1-Aug-26 $227,301.72
4534278 MARIETTA GA 30066 SFD 9.250 8.000 $1,075.65 360 1-Sep-26 $130,682.21
4534301 EAST HAMPTON NY 11987 SFD 9.125 8.000 $ 732.27 360 1-Sep-26 $89,952.11
4534305 ROSLYN NY 11576 SFD 8.875 8.000 $1,989.11 360 1-Sep-26 $249,859.85
4534331 DENVILLE NJ 07834 SFD 8.750 8.000 $1,711.47 360 1-Aug-26 $217,298.76
4534359 HENDERSON NV 89014 SFD 9.000 8.000 $1,689.71 360 1-Aug-26 $209,769.72
4534526 GREAT NECK NY 11023 SFD 8.500 8.000 $2,114.52 360 1-Sep-26 $274,833.40
4534533 METAIRIE LA 70003 SFD 9.500 8.000 $1,177.20 360 1-Sep-26 $139,931.14
4534555 HUNTERSVILLE NC 28078 SFD 8.750 8.000 $2,360.11 360 1-Sep-26 $299,827.39
4534576 CHINO HILLS CA 91709 SFD 9.000 8.000 $1,839.37 360 1-Aug-26 $228,248.77
4534609 AUMSVILLE OR 97325 SFD 9.750 8.000 $1,159.86 360 1-Aug-26 $134,873.52
4534663 ALLENDALE NJ 07401 SFD 8.750 8.000 $1,376.73 360 1-Aug-26 $174,797.89
4534797 EUGENE OR 97405 SFD 8.750 8.000 $5,113.56 360 1-Sep-26 $649,626.02
4534809 BOSTON MA 02118 HCO 8.500 8.000 $2,400.40 360 1-Aug-26 $311,800.41
4534820 HAMPTON VA 23666 SFD 8.625 8.000 $ 360.90 360 1-Aug-26 $46,345.00
4535077 PACIFIC MO 63069 SFD 8.500 8.000 $1,922.28 360 1-Sep-26 $249,848.55
4535139 DUNWOODY GA 30338 SFD 8.750 8.000 $1,825.15 360 1-Sep-26 $231,866.52
4535169 JOHNSTON RI 02919 SFD 9.000 8.000 $ 952.68 360 1-Sep-26 $118,335.32
4535174 WEST BABYLON NY 11704 SFD 9.500 8.000 $ 982.12 360 1-Sep-26 $116,742.55
4535249 EUGENE OR 97408 SFD 8.875 8.000 $2,514.24 360 1-Sep-26 $315,822.85
4535394 VISTA CA 92084 SFD 8.750 8.000 $1,740.97 360 1-Aug-26 $221,044.43
4535408 ST. PETERSBURG FL 33713 SFD 9.625 8.000 $ 468.35 360 1-Aug-26 $55,046.99
4535422 BERWYN PA 19312 SFD 8.000 7.730 $2,788.31 360 1-Sep-26 $379,745.02
4535542 MESA AZ 85213 SFD 8.875 8.000 $ 973.87 360 1-Aug-26 $122,262.25
4535561 BERNARDS TWP NJ 07920 SFD 8.875 8.000 $3,978.22 360 1-Sep-26 $499,719.70
4535592 BEND OR 97701 SFD 8.750 8.000 $ 742.65 360 1-Sep-26 $94,345.68
4535704 MASSAPEQUA NY 11758 SFD 8.875 8.000 $1,951.32 360 1-Aug-26 $244,974.00
4535715 RARITAN NJ 08869 SFD 8.875 8.000 $1,897.62 360 1-Aug-26 $238,231.59
4535773 LIBERTY TX 77575 SFD 9.250 8.000 $ 507.60 360 1-Aug-26 $61,635.76
4535833 BERKELEY CA 94707 SFD 8.750 8.000 $1,791.32 360 1-Sep-26 $227,568.99
4535871 MIDDLETOWN NJ 07748 SFD 8.875 8.000 $2,227.81 360 1-Sep-26 $279,843.02
4535893 NEW HYDE PARK NY 11040 SFD 9.000 8.000 $1,005.78 360 1-Sep-26 $124,931.72
4535928 SAN DIEGO CA 92129 SFD 9.625 8.000 $1,988.98 360 1-Sep-26 $233,887.89
4535949 LEAWOOD KS 66209 SFD 8.875 8.000 $1,736.50 360 1-Oct-26 $218,250.00
4535963 MONTCLAIR NJ 07043 SFD 8.500 8.000 $2,394.40 360 1-Sep-26 $311,211.35
4535966 SUDBURY MA 01776 SFD 8.750 8.000 $5,113.56 360 1-Sep-26 $649,626.02
4535978 SAUGERTIES NY 12477 SFD 8.875 8.000 $ 582.42 360 1-Sep-26 $73,158.95
4535981 LAS VEGAS NV 89117 SFD 8.625 8.000 $ 790.24 360 1-Aug-26 $101,479.59
4535988 ST HELENS OR 97051 SFD 8.625 8.000 $2,100.03 360 1-Sep-26 $269,840.60
4536016 FUQUAY VARINA NC 27526 SFD 8.750 8.000 $2,391.57 360 1-Oct-26 $304,000.00
4536018 WYOMISSING PA 19610 SFD 8.500 8.000 $2,306.75 360 1-Sep-26 $299,818.25
4536057 GLENWOOD MD 21738 SFD 7.875 7.605 $2,254.97 360 1-Aug-26 $310,570.53
4536060 GALLOWAY NJ 08201 SFD 8.750 8.000 $ 691.51 360 1-Jul-26 $87,747.17
4536062 WEST CHESTER PA 19382 SFD 8.250 7.980 $1,840.60 360 1-Aug-26 $244,686.47
4536072 EAST WILLISTON NY 11596 SFD 8.375 8.000 $1,824.17 360 1-Aug-26 $239,700.62
4536074 SAVANNAH GA 31419 SFD 9.250 8.000 $ 654.85 360 1-Sep-26 $79,558.73
4536076 DENNISPORT MA 02639 SFD 9.750 8.000 $ 613.44 360 1-Aug-26 $71,333.10
4536083 ALPHARETTA GA 30202 SFD 8.625 8.000 $2,286.71 360 1-Aug-26 $293,651.59
4536091 EAST HILLS NY 11576 SFD 8.375 8.000 $3,040.29 360 1-Aug-26 $399,501.02
4536123 ANAHEIM CA 92807 SFD 8.625 8.000 $1,960.04 360 1-Aug-26 $251,701.35
4536124 TUSTIN CA 92680 SFD 8.625 8.000 $1,897.81 360 1-Sep-26 $243,853.75
4536127 CHELTENHAM PA 19027 SFD 9.750 8.000 $1,675.35 360 1-Aug-26 $194,817.32
4536189 SOUTH HUNTINGTON NY 11746 SFD 8.750 8.000 $ 944.04 360 1-Sep-26 $119,930.96
4536194 DRAPER UT 84020 SFD 9.000 8.000 $2,091.21 360 1-Aug-26 $259,615.02
4536255 TOPSAIL BEACH NC 28445 SFD 9.250 8.000 $1,814.00 360 1-Sep-26 $220,385.69
4536260 COCKEYSVILLE MD 21030 SFD 8.500 8.000 $1,922.29 360 1-Sep-26 $249,848.54
4536295 PARADISE VALLEY AZ 85253 SFD 8.250 7.980 $4,507.60 360 1-May-26 $598,060.52
4536319 COMMACK NY 11725 SFD 8.750 8.000 $1,713.44 360 1-Oct-26 $217,800.00
4536323 PENDLETON OR 97801 SFD 8.875 8.000 $ 477.39 360 1-Sep-26 $59,966.36
4536328 PUNTA GORDA FL 33950 LCO 9.000 8.000 $ 638.47 360 1-Sep-26 $79,306.66
4536348 SAN CLEMENTE CA 92672 SFD 8.875 8.000 $2,373.81 360 1-Aug-26 $298,014.23
4536355 PEARL RIVER NY 10965 SFD 8.500 8.000 $1,922.29 360 1-Oct-26 $250,000.00
4536376 LITTLETON CO 80124 SFD 8.375 8.000 $1,993.29 360 1-Sep-26 $262,087.00
4536403 TAHOE CITY CA 96145 SFD 8.625 8.000 $3,235.61 360 1-Aug-26 $415,345.23
4536431 LLOYD NECK NY 11743 SFD 8.500 8.000 $2,768.09 360 1-Sep-26 $359,781.91
4536492 RALEIGH NC 27615 SFD 8.375 8.000 $2,204.21 360 1-Sep-26 $289,819.75
4536508 KEY BISCAYNE FL 33149 HCO 8.750 8.000 $1,711.86 360 1-Sep-26 $217,474.81
4536573 BAY SHORE NY 11710 SFD 9.125 8.000 $ 748.55 360 1-Oct-26 $92,000.00
4536579 HEATH TX 75087 SFD 8.875 8.000 $2,546.06 360 1-Aug-26 $319,639.89
4536585 TIGARD OR 97224 SFD 8.500 8.000 $1,929.98 360 1-Sep-26 $250,847.94
4536627 ACWORTH GA 30102 SFD 8.750 8.000 $ 572.72 360 1-Aug-26 $72,715.93
4536661 MURFREESBORO TN 37130 SFD 8.625 8.000 $2,920.22 360 1-Sep-26 $375,228.33
4536672 ASHBURN VA 22011 SFD 8.500 8.000 $2,015.71 360 1-Aug-26 $261,831.25
4536731 NORTHPORT NY 11768 SFD 8.875 8.000 $2,248.50 360 1-Sep-26 $282,441.56
4536735 BEL AIR MD 21015 SFD 8.500 8.000 $2,114.52 360 1-Sep-26 $274,833.40
4536738 RICHMOND VA 23233 SFD 8.750 8.000 $1,904.61 360 1-Sep-26 $241,960.70
4536748 WHITE PLAINS NY 10606 SFD 9.250 8.000 $1,191.23 360 1-Sep-26 $144,724.94
4536755 PETALUMA CA 94952 SFD 8.500 8.000 $2,645.07 360 1-Aug-26 $343,581.72
4536874 SAN JOSE CA 95125 SFD 8.125 7.855 $2,079.00 360 1-Sep-26 $279,816.83
4536916 NEW ROCHELLE NY 10804 SFD 8.375 8.000 $1,869.78 360 1-Sep-26 $245,847.10
4536927 ENNIS TX 75119 SFD 8.250 7.980 $2,103.55 360 1-Sep-26 $279,821.45
4536932 SALT LAKE CITY UT 84118 SFD 8.875 8.000 $1,790.20 360 1-Aug-26 $224,746.80
4537010 STAMFORD CT 06905 SFD 8.250 7.980 $2,229.76 360 1-Oct-26 $296,800.00
4537064 LUBBOCK TX 79424 SFD 8.000 7.730 $1,951.82 360 1-Sep-26 $265,821.52
4537113 LA CRESCENTA CA 91214 SFD 9.000 8.000 $1,910.98 360 1-Sep-26 $237,370.27
4537163 MARCO ISLAND FL 34145 SFD 9.500 8.000 $1,278.10 360 1-Aug-26 $151,849.87
4537171 SCOTTS VALLEY CA 95066 SFD 8.625 8.000 $1,989.20 360 1-Aug-26 $255,446.93
4537256 PORTLAND OR 97236 SFD 8.750 8.000 $1,888.09 360 1-Sep-26 $239,861.91
4537267 BROOKLYN NY 11236 MF2 9.500 8.000 $2,323.28 360 1-Aug-26 $276,027.11
4537270 BROOKLYN NY 11234 MF2 8.375 8.000 $2,105.40 360 1-Sep-26 $276,827.83
4537329 MUTTONTOWN NY 11545 SFD 8.625 8.000 $3,111.16 360 1-Sep-26 $399,763.84
4537332 NORTHPORT NY 11768 SFD 8.000 7.730 $2,582.85 360 1-Sep-26 $351,763.82
4537349 KIHEI HI 96753 SFD 7.750 7.480 $3,385.05 360 1-Aug-26 $471,830.87
4537398 ALEXANDRIA VA 22314 LCO 8.375 8.000 $1,973.91 360 1-Aug-26 $259,376.03
4537399 VIENNA VA 22182 SFD 8.625 8.000 $3,234.83 360 1-Sep-26 $415,654.45
4537402 FALLS CHURCH VA 22046 SFD 8.000 7.730 $2,054.54 360 1-Sep-26 $279,812.13
4537406 CORONADO CA 92118 SFD 8.500 8.000 $2,829.61 360 1-Sep-26 $367,777.06
4537473 CUPERTINO CA 95014 SFD 8.375 8.000 $2,280.22 360 1-Sep-26 $299,813.53
4537484 PRINCETON NJ 08450 SFD 9.125 8.000 $3,091.81 360 1-Aug-26 $379,594.01
4537489 CLAREMONT CA 91711 SFD 8.500 8.000 $1,879.53 360 1-Aug-26 $244,142.79
4537493 COTO DE CAZA CA 92679 SFD 8.625 8.000 $3,235.61 360 1-Aug-26 $415,507.01
4537499 THOUSAND OAKS CA 91361 SFD 9.250 8.000 $2,138.96 360 1-Sep-26 $259,865.21
4537505 CAMARILLO CA 93012 SFD 8.625 8.000 $2,902.13 360 1-Aug-26 $372,682.83
4537511 SAUSALITO CA 94965 LCO 8.500 8.000 $1,679.31 360 1-Aug-26 $218,134.44
4537518 LA CANADA CA 91011 SFD 8.500 8.000 $1,953.04 360 1-Aug-26 $253,675.36
4537525 PORT WASHINGTON NY 11050 SFD 8.750 8.000 $2,011.99 360 1-Sep-26 $255,602.85
4537526 PLEASANTON CA 94566 SFD 8.500 8.000 $2,171.41 360 1-Aug-26 $282,056.63
4537531 SAN ANTONIO TX 78258 SFD 8.250 7.980 $1,982.59 360 1-Jul-26 $263,391.69
4537533 MORAGA CA 94556 SFD 8.250 7.980 $2,779.69 360 1-Aug-26 $369,304.67
4537534 EAST HILLS NY 11576 SFD 8.500 8.000 $2,422.08 360 1-Sep-26 $314,809.17
4537536 FOSTER CITY CA 94404 SFD 8.500 8.000 $2,245.23 360 1-Aug-26 $291,644.95
4537539 PLAIN CITY UT 84404 SFD 8.625 8.000 $1,895.87 360 1-Sep-26 $243,606.09
4537548 COTO DE CAZA CA 92679 SFD 8.500 8.000 $2,337.50 360 1-Aug-26 $303,630.36
4537550 CAMARILLO CA 93010 SFD 8.625 8.000 $2,730.04 360 1-Aug-26 $350,584.05
4537552 PAYSON UT 84651 SFD 8.375 8.000 $1,991.39 360 1-Jul-26 $261,508.04
4537553 ORANGE CA 92667 SFD 8.500 8.000 $2,583.55 360 1-Aug-26 $335,591.46
4537555 SUNNYVALE CA 94087 SFD 8.625 8.000 $2,672.49 360 1-Aug-26 $343,192.82
4537575 ALPINE CA 91901 SFD 8.250 7.980 $1,690.35 360 1-Jul-26 $224,566.62
4537583 RANCHO PALOS CA 90275 SFD 8.500 8.000 $2,207.55 360 1-Jul-26 $286,574.52
VERDES
4537611 FORT WORTH TX 76116 SFD 8.250 7.980 $2,732.74 360 1-Sep-26 $363,518.05
4537612 SCOTTSDALE AZ 85259 SFD 8.750 8.000 $2,517.45 360 1-Sep-26 $319,815.89
4537657 FAIRFIELD CT 06430 SFD 9.000 8.000 $2,411.27 240 1-Sep-16 $267,598.73
4537703 TOLUCA LAKE CA 91602 SFD 8.750 8.000 $3,540.16 360 1-Oct-26 $450,000.00
4537780 SNOHOMISH WA 98290 SFD 8.250 7.980 $2,178.67 360 1-Sep-26 $289,315.08
4537812 HOUSTON TX 77008 SFD 8.375 8.000 $1,829.49 360 1-Jul-26 $240,248.05
4537828 SCOTTSDALE AZ 85255 SFD 8.375 8.000 $2,477.84 360 1-Jul-26 $324,380.85
4537838 BURBANK CA 91505 SFD 8.250 7.980 $2,569.33 360 1-Aug-26 $341,131.67
4537855 BELLAIRE TX 77401 SFD 8.500 8.000 $1,820.79 360 1-Jul-26 $236,366.57
4537874 SANTA BARBARA CA 93109 SFD 8.500 8.000 $1,676.23 360 1-Jul-26 $217,601.00
4537883 DAVIS CA 95616 SFD 8.500 8.000 $2,189.87 360 1-Jul-26 $284,278.71
4537889 HADDONFIELD NJ 08033 SFD 8.625 8.000 $3,266.72 360 1-Jul-26 $419,250.73
4537893 SCOTTSDALE AZ 85259 SFD 8.500 8.000 $2,593.93 360 1-Jul-26 $336,732.55
4537897 SAN DIEGO CA 92109 LCO 8.500 8.000 $1,900.76 360 1-Oct-26 $247,200.00
4537917 THOUSAND OAKS CA 91320 SFD 8.750 8.000 $1,887.69 360 1-Sep-26 $239,811.95
4537983 SCOTTSDALE AZ 85255 SFD 8.375 8.000 $2,494.56 360 1-Sep-26 $327,996.00
4537985 GREENPORT NY 11944 SFD 8.875 8.000 $ 795.65 360 1-Sep-26 $99,943.93
4538018 RICHMOND VA 23229 SFD 8.625 8.000 $ 855.57 360 1-Sep-26 $109,935.06
4538080 CAMARILLO CA 93012 SFD 8.625 8.000 $1,944.47 360 1-Aug-26 $249,703.75
4538108 CRANBURY NJ 08512 SFD 8.125 7.855 $1,856.24 360 1-Sep-26 $249,836.47
4538115 LOS ALTOS HILLS CA 94022 SFD 8.375 8.000 $4,180.40 360 1-Sep-26 $549,658.14
4538160 BOULDER CO 80303 SFD 8.500 8.000 $4,844.15 360 1-Sep-26 $629,618.35
4538209 STOCKBRIDGE MA 01262 SFD 8.500 8.000 $2,306.75 360 1-Oct-26 $300,000.00
4538212 MALIBU CA 90265 LCO 8.250 7.980 $2,097.54 360 1-Oct-26 $279,200.00
4538226 ROUND ROCK TX 78681 SFD 8.375 8.000 $2,170.01 360 1-Sep-26 $285,322.54
4538262 PHOENIX AZ 85044 SFD 8.750 8.000 $3,009.13 360 1-Sep-26 $382,279.93
4538268 VANCOUVER WA 98685 SFD 8.625 8.000 $2,005.92 360 1-Aug-26 $257,594.37
4538309 MONTGOMERY TX 77356 SFD 8.875 8.000 $2,036.85 360 1-Sep-26 $255,856.49
4538318 LEVITTOWN NY 11756 SFD 8.750 8.000 $1,051.04 360 1-Oct-26 $133,600.00
4538319 LOS ANGELES CA 90026 SFD 9.125 8.000 $1,041.46 360 1-Sep-26 $127,931.87
4538338 SANDY HOOK CT 06482 SFD 8.500 8.000 $2,079.15 360 1-Oct-26 $270,400.00
4538352 BENICIA CA 94510 SFD 8.250 7.980 $1,730.92 360 1-Sep-26 $230,253.08
4538354 SAN JOSE CA 95124 SFD 8.750 8.000 $1,674.10 360 1-Sep-26 $212,677.57
4538373 FRUIT HEIGHTS UT 84037 SFD 8.500 8.000 $2,422.08 360 1-Sep-26 $314,809.17
4538397 HILLSDALE NJ 07642 SFD 8.625 8.000 $1,725.92 360 1-Sep-26 $221,768.99
4538444 HEBER CITY UT 84032 SFD 8.750 8.000 $1,966.75 360 1-Aug-26 $249,711.29
4538491 ENGLEWOOD CO 80110 SFD 8.250 7.980 $3,944.15 360 1-Sep-26 $524,665.23
4538498 SALT LAKE CITY UT 84121 SFD 8.500 8.000 $1,806.95 360 1-Oct-26 $235,000.00
4538503 SANTA CLARITA CA 91321 SFD 8.500 8.000 $3,844.57 360 1-Sep-26 $499,697.10
4538523 SEATTLE WA 98178 SFD 8.250 7.980 $ 488.32 360 1-Sep-26 $64,958.56
4538623 NEWBURY PARK CA 91320 SFD 8.250 7.980 $2,051.78 240 1-Sep-16 $240,403.72
4538640 SAG HARBOR NY 11963 SFD 8.875 8.000 $ 763.82 360 1-Oct-26 $96,000.00
4538656 MILLWOOD NY 10546 SFD 8.875 8.000 $1,989.11 360 1-Oct-26 $250,000.00
4538690 HUMBLE TX 77346 SFD 8.250 7.980 $ 974.77 360 1-Sep-26 $129,667.27
4538703 CANTON GA 30115 SFD 8.250 7.980 $2,351.47 360 1-Sep-26 $312,800.41
4538753 CHESTER VA 23831 SFD 8.250 7.980 $1,682.09 360 1-Sep-26 $223,757.23
4538811 GOLETA CA 93117 SFD 8.750 8.000 $1,806.26 360 1-Aug-26 $229,134.85
4538823 FLUSHING NY 11365 SFD 9.250 8.000 $1,454.49 360 1-Sep-26 $176,708.35
4538923 MARIETTA GA 30060 SFD 9.000 8.000 $ 810.26 360 1-Sep-26 $100,644.99
4538941 KETTERING OH 45429 SFD 8.500 8.000 $1,922.29 360 1-Sep-26 $249,848.55
4538954 PENSACOLA FL 32501 SFD 8.500 8.000 $2,183.72 360 1-Sep-26 $283,827.95
4538972 TEANECK NJ 07666 SFD 9.125 8.000 $ 813.64 360 1-Oct-26 $100,000.00
4539023 LINCOLN NE 68510 SFD 9.250 8.000 $ 460.70 360 1-Sep-26 $55,970.97
4539027 VIENNA VA 22182 SFD 7.875 7.605 $2,678.04 360 1-Sep-26 $369,095.82
4539029 DENVER CO 80218 HCO 9.250 8.000 $1,110.61 360 1-Aug-26 $134,859.49
4539041 WASHINGTON DC 20007 SFD 8.125 7.855 $1,793.87 360 1-Sep-26 $241,441.96
4539063 SOUTHOLD NY 11971 SFD 8.625 8.000 $1,125.47 360 1-Oct-26 $144,700.00
4539064 TORRANCE CA 90505 SFD 8.625 8.000 $1,701.03 360 1-Oct-26 $218,700.00
4539079 SAN ANTONIO TX 78256 SFD 8.875 8.000 $ 795.65 360 1-Sep-26 $99,943.94
4539095 AUSTIN TX 78731 SFD 8.750 8.000 $2,674.78 360 1-Sep-26 $339,804.39
4539097 HAWTHORNE NJ 07506 SFD 9.000 8.000 $ 965.55 360 1-Sep-26 $119,934.45
4539128 FAYETTEVILLE AR 72703 SFD 8.625 8.000 $1,695.19 360 1-Sep-26 $217,821.33
4539140 CYPRESS CA 90630 SFD 8.750 8.000 $2,264.91 360 1-Sep-26 $287,734.36
4539159 AUSTIN TX 78703 SFD 8.250 7.980 $2,253.80 360 1-Sep-26 $299,808.70
4539180 SANTA CRUZ CA 95060 SFD 8.250 7.980 $1,803.04 360 1-Sep-26 $239,846.96
4539190 GLENDALE CA 91208 SFD 8.625 8.000 $2,706.71 360 1-Aug-26 $347,587.60
4539195 RANCHO PALOS CA 90274 SFD 8.375 8.000 $2,401.83 360 1-Aug-26 $315,605.81
VERDES
4539196 MANHATTAN BEACH CA 90266 SFD 8.500 8.000 $3,413.98 360 1-Aug-26 $443,460.13
4539199 LA CANADA E 91011 SFD 8.500 8.000 $1,999.18 360 1-Aug-26 $259,683.86
FLINTRIDG CA
4539203 REDONDO BEACH CA 90277 SFD 8.625 8.000 $1,741.08 360 1-Aug-26 $223,584.73
4539207 LA CANADA CA 91011 SFD 8.500 8.000 $3,075.65 360 1-Aug-26 $399,513.65
4539211 KENSINGTON MD 20895 SFD 7.750 7.480 $1,705.78 360 1-Sep-26 $237,931.95
4539228 RAMONA CA 92065 SFD 8.250 7.980 $1,905.21 360 1-Aug-26 $253,275.47
4539231 LOS ANGELES CA 91436 SFD 8.375 8.000 $2,257.41 360 1-Aug-26 $296,629.51
4539232 BOERNE TX 78006 SFD 8.250 7.980 $2,027.67 360 1-Sep-26 $269,727.90
4539267 WESTMINSTER MD 21158 SFD 8.875 8.000 $2,267.59 360 1-Sep-26 $284,840.23
4539271 LAS VEGAS NV 89115 SFD 9.000 8.000 $3,620.80 360 1-Oct-26 $450,000.00
4539290 BERTHOUD CO 80513 SFD 8.375 8.000 $2,036.99 360 1-Sep-26 $267,833.43
4539341 CAMAS WA 98607 SFD 8.375 8.000 $2,045.36 360 1-Sep-26 $268,930.95
4539360 MARIETTA GA 30068 SFD 8.125 7.855 $2,280.96 360 1-Sep-26 $306,999.04
4539370 HERNDON VA 22071 SFD 7.875 7.605 $2,465.24 360 1-Jul-26 $339,293.41
4539377 OAKTON VA 22124 SFD 8.125 7.855 $1,707.75 360 1-Aug-26 $229,698.06
4539380 GAITHERSBURG MD 20878 SFD 8.875 8.000 $2,581.87 360 1-Aug-26 $324,134.81
4539381 POTOMAC MD 20854 SFD 8.500 8.000 $2,306.75 360 1-Jul-26 $299,450.88
4539386 CLIFTON VA 22024 SFD 8.500 8.000 $2,752.33 360 1-Jul-26 $357,294.83
4539392 VIENNA VA 22182 SFD 8.250 7.980 $2,325.93 360 1-Aug-26 $309,203.78
4539395 ANNANDALE VA 22003 SFD 9.000 8.000 $2,649.22 360 1-Jul-26 $328,603.71
4539396 VIENNA VA 22182 SFD 8.000 7.730 $2,579.19 360 1-Aug-26 $351,026.71
4539398 SARATOGA CA 95070 SFD 8.625 8.000 $2,395.59 360 1-Aug-26 $307,635.01
4539405 CARPINTERIA CA 93013 SFD 8.250 7.980 $3,870.53 360 1-Jun-26 $513,872.27
4539408 SANDY UT 84093 SFD 8.250 7.980 $2,328.93 360 1-Jun-26 $309,201.08
4539423 MESQUITE NV 89027 SFD 8.875 8.000 $ 594.74 360 1-Aug-26 $74,665.89
4539425 DOVE CANYON CA 92679 SFD 8.125 7.855 $1,778.28 360 1-Sep-26 $239,343.34
4539446 CROWNSVILLE MD 21032 SFD 8.000 7.730 $1,700.50 360 1-Sep-26 $231,094.50
4539454 LAGUNA HILLS CA 92653 SFD 8.250 7.980 $1,998.37 360 1-Oct-26 $266,000.00
4539553 LAS VEGAS NV 89118 LCO 9.250 8.000 $ 669.25 360 1-Aug-26 $81,265.33
4539572 CATALDO ID 83810 SFD 8.750 8.000 $2,065.09 360 1-Aug-26 $262,196.84
4539577 HASTINGS-ON-HUDSON NY 10706 SFD 8.625 8.000 $2,271.15 360 1-Oct-26 $292,000.00
4539588 WATERFORD MI 48328 SFD 8.625 8.000 $1,750.03 360 1-Sep-26 $224,867.16
4539630 MISSION VIEJO CA 92692 SFD 8.750 8.000 $1,935.29 360 1-Sep-26 $245,858.46
4539633 DAYTON MN 55327 SFD 8.500 8.000 $1,789.65 360 1-Sep-26 $232,609.00
4539657 DALLAS TX 75225 SFD 8.625 8.000 $3,099.10 360 1-Sep-26 $398,214.76
4539794 FARMINGDALE NJ 07727 SFD 8.875 8.000 $1,961.27 360 1-Oct-26 $246,500.00
4539828 HOUSTON TX 77063 SFD 8.500 8.000 $2,337.50 360 1-Aug-26 $303,630.36
4539833 BERNARDS NJ 07920 SFD 8.625 8.000 $1,835.59 360 1-Sep-26 $235,860.66
4539933 AUSTIN TX 78759 SFD 8.250 7.980 $1,652.79 360 1-Sep-26 $219,859.71
4539951 SHREVEPORT LA 71106 SFD 8.250 7.980 $2,467.91 360 1-Sep-26 $328,290.53
4539969 WEST PALM BEACH FL 33406 SFD 9.000 8.000 $ 690.97 360 1-Sep-26 $85,828.09
4539982 NORTH BELLMORE NY 11710 SFD 9.250 8.000 $1,851.02 360 1-Sep-26 $224,883.36
4540050 SAN JOSE CA 95125 SFD 8.500 8.000 $2,154.88 360 1-Sep-26 $280,080.23
4540062 AUSTIN TX 78730 SFD 8.500 8.000 $2,140.66 360 1-Sep-26 $278,231.34
4540071 VIENNA VA 22182 SFD 7.875 7.605 $2,827.78 360 1-Sep-26 $389,731.60
4540082 ROCHESTER HILLS MI 48307 SFD 8.500 8.000 $1,922.29 360 1-Sep-26 $249,848.55
4540127 SAN JOSE CA 95120 SFD 8.500 8.000 $2,460.52 360 1-Aug-26 $319,610.92
4540229 CANOGA PARK CA 91307 SFD 8.375 8.000 $1,672.16 360 1-Sep-26 $219,863.26
4540237 MARIETTA GA 30068 SFD 8.250 7.980 $2,377.01 360 1-Sep-26 $316,198.24
4540248 MOUNTAIN VIEW CA 94040 SFD 8.250 7.980 $2,584.36 360 1-Oct-26 $344,000.00
4540269 VANCOUVER WA 98686 SFD 8.500 8.000 $1,868.46 360 1-Sep-26 $242,852.79
4540309 ASHBURN VA 22011 SFD 8.125 7.855 $2,207.44 360 1-Sep-26 $297,105.53
4540338 APTOS CA 95003 SFD 8.625 8.000 $2,224.48 360 1-Aug-26 $285,157.49
4540343 LAS VEGAS NV 89134 SFD 8.750 8.000 $2,909.62 360 1-Aug-26 $369,422.85
4540351 VALENCIA CA 91354 SFD 8.250 7.980 $1,800.04 360 1-Aug-26 $239,293.37
4540352 LEESBURG VA 22075 SFD 8.250 7.980 $1,918.36 360 1-Sep-26 $255,187.17
4540356 PHOENIX AZ 85254 SFD 8.375 8.000 $2,128.21 360 1-Sep-26 $279,825.96
4540359 DANVILLE CA 94526 SFD 8.500 8.000 $2,752.72 360 1-Sep-26 $357,783.11
4540361 HENDERSON NV 89014 SFD 8.750 8.000 $2,718.05 360 1-Aug-26 $345,101.00
4540362 CAMARILLO CA 93012 SFD 8.375 8.000 $1,954.15 360 1-Aug-26 $256,779.27
4540367 SARATOGA CA 95070 SFD 8.875 8.000 $3,978.23 360 1-Aug-26 $499,437.30
4540368 HUNTINGTON BEACH CA 92648 SFD 8.500 8.000 $2,429.77 360 1-Aug-26 $315,615.77
4540377 MITCHELLVILLE MD 20721 SFD 8.000 7.730 $2,520.12 360 1-Aug-26 $342,987.56
4540379 DOVE CANYON CA 92679 SFD 8.750 8.000 $2,305.04 360 1-Aug-26 $292,661.61
4540380 LAS VEGAS NV 89117 SFD 9.250 8.000 $1,899.15 360 1-Aug-26 $230,609.71
4540381 SANTA MONICA CA 90405 SFD 8.500 8.000 $2,575.87 360 1-Aug-26 $334,592.65
4540384 DOVE CANYON CA 92679 SFD 8.875 8.000 $2,359.09 360 1-Aug-26 $296,166.32
4540428 SCOTTSDALE AZ 85251 SFD 8.625 8.000 $2,731.60 360 1-Sep-26 $350,992.65
4540464 GREENSBORO GA 30642 SFD 8.750 8.000 $3,310.44 360 1-Sep-26 $420,557.89
4540469 ESCALON CA 95320 SFD 9.375 8.000 $ 805.14 360 1-Sep-26 $96,751.11
4540472 MENLO PARK CA 94025 SFD 8.125 7.855 $1,930.50 360 1-Oct-26 $260,000.00
4540481 WAYSIDE NJ 07712 SFD 8.875 8.000 $1,699.50 360 1-Sep-26 $213,480.25
4540521 SOLANA BEACH CA 92075 SFD 8.375 8.000 $2,736.26 360 1-Sep-26 $359,776.24
4540545 LOS ANGELES CA 90049 SFD 8.250 7.980 $2,569.34 360 1-Oct-26 $342,000.00
4540558 SCOTTSDALE AZ 85258 SFD 8.375 8.000 $1,714.73 360 1-Sep-26 $225,459.77
4540609 WILTON CT 06897 SFD 8.000 7.730 $1,714.45 360 1-Oct-26 $233,650.00
4540619 MARCO ISLAND FL 34145 HCO 9.000 8.000 $ 552.14 360 1-Oct-26 $68,620.00
4540620 JERICHO NY 11753 SFD 8.375 8.000 $1,900.18 360 1-Oct-26 $250,000.00
4540633 NEWPORT RI 02840 LCO 9.000 8.000 $ 319.84 360 1-Oct-26 $39,750.00
4540636 VIRGINIA BEACH VA 23451 SFD 8.250 7.980 $2,133.60 360 1-Sep-26 $283,818.90
4540697 DALY CITY CA 94015 SFD 8.375 8.000 $2,316.32 360 1-Sep-26 $304,560.58
4540702 SPRINGVILLE UT 84663 SFD 8.500 8.000 $1,845.39 360 1-Sep-26 $239,854.61
4540844 GILROY CA 95020 SFD 8.250 7.980 $2,824.76 360 1-Oct-26 $376,000.00
4540846 SAN JOSE CA 95148 SFD 8.375 8.000 $1,748.17 360 1-Oct-26 $230,000.00
4540877 MONTGOMERY TX 77356 SFD 8.625 8.000 $3,024.05 360 1-Aug-26 $388,339.25
4540980 VAN NUYS CA 91401 SFD 9.125 8.000 $2,353.03 360 1-Sep-26 $289,046.10
4540992 SILVERTHORNE CO 80498 SFD 8.625 8.000 $1,341.69 360 1-Oct-26 $172,500.00
4541008 WINTER PARK FL 32789 SFD 8.375 8.000 $1,623.52 360 1-Oct-26 $213,600.00
4541102 FAIRFAX VA 22032 SFD 8.125 7.855 $2,233.44 360 1-Sep-26 $300,603.23
4541107 SYKESVILLE MD 21784 SFD 8.000 7.730 $1,577.60 360 1-Sep-26 $214,855.73
4541181 GARDEN CITY NY 11530 SFD 8.000 7.730 $2,568.18 360 1-Oct-26 $350,000.00
4541212 WEST HEMPSTEAD NY 11552 SFD 8.875 8.000 $1,253.94 360 1-Oct-26 $157,600.00
4541269 WOODLAND HILLS CA 91367 SFD 8.375 8.000 $3,496.34 360 1-Oct-26 $460,000.00
4541284 SILOAM SPRINGS AR 72761 SFD 7.875 7.605 $2,138.95 360 1-Sep-26 $294,796.99
4541472 SANDY UT 84092 SFD 8.500 8.000 $1,730.06 360 1-Sep-26 $224,863.69
4541546 STILWELL KS 66085 SFD 8.750 8.000 $1,966.76 360 1-Oct-26 $250,000.00
4541651 WEST NEWTON MA 02165 SFD 8.000 7.730 $2,935.06 360 1-Sep-26 $399,731.61
4541762 STUART FL 34997 LCO 9.250 8.000 $ 329.08 360 1-Oct-26 $40,000.00
4542333 LAS VEGAS NV 89117 SFD 9.375 8.000 $ 848.39 360 1-Sep-26 $101,948.49
4542464 IRVINE CA 92714 PUD 8.500 8.000 $1,895.38 360 1-Oct-26 $246,500.00
4542699 CARLSBAD CA 92009 SFD 8.375 8.000 $2,127.83 360 1-Oct-26 $279,950.00
4542759 CARMICHAEL CA 95608 SFD 8.375 8.000 $ 717.89 360 1-Sep-26 $94,391.30
4542883 RIDGELAND MS 39157 SFD 8.500 8.000 $ 868.88 360 1-Oct-26 $113,000.00
4543307 MORGAN HILL CA 95037 SFD 8.500 8.000 $2,798.85 360 1-Oct-26 $364,000.00
4543404 YORBA LINDA CA 92686 SFD 8.500 8.000 $2,306.75 360 1-Oct-26 $300,000.00
4543409 LAS VEGAS NV 89109 SFD 8.875 8.000 $1,790.20 360 1-Sep-26 $224,873.87
4543426 PHOENIX AZ 85028 SFD 8.250 7.980 $2,028.42 360 1-Sep-26 $269,827.83
4543443 SOUTH LAKE TAHOE CA 96150 SFD 8.875 8.000 $1,798.16 360 1-Oct-26 $226,000.00
4544088 LEXINGTON MA 02173 LCO 9.000 8.000 $ 749.51 360 1-Oct-26 $93,150.00
4544178 ALPINE UT 84004 SFD 8.750 8.000 $1,888.09 360 1-Oct-26 $240,000.00
$113,635,976.41
</TABLE>
<TABLE>
<CAPTION>
(i) (ii) (iii) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----- ----------------- ----- ----- -------- ----- ------- --------- ------- -------- ------- --------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN ZIP PROPERTY INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER CITY STATE CODE TYPE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- ----------------- ----- ----- -------- ----- ------- --------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4447448 NORTHAMPTON PA 18964 SFD 75.00 0.250 0.020 0.4800
4450792 WAINSCOTT NY 11975 SFD 44.64 0.250 0.020 0.8550
4459913 BEDFORD NH 03110 SFD 74.98 0.250 0.020 0.0000
4463960 JACKSON HEIGHTS NY 11370 SFD 80.00 0.250 0.020 0.6050
4465254 SOUTHFIELD MI 48075 SFD 64.68 0.250 0.020 0.9800
4467925 TORRINGTON CT 06790 SFD 80.00 0.250 0.020 0.2300
4482994 MALIBU CA 90265 SFD 65.00 0.250 0.020 0.3550
4484313 CLARKSTON MI 48348 SFD 80.00 0.250 0.020 0.2300
4484826 BOONTON TOWNSHIP NJ 07005 SFD 64.74 0.250 0.020 0.4800
4488148 SETAUKET NY 11733 SFD 68.40 0.250 0.020 0.0000
4488268 KETCHUM ID 83340 SFD 64.42 0.250 0.020 0.2300
4488513 AMELIA ISLAND FL 32034 LCO 90.00 0.250 0.020 0.7300
4492626 LINCOLN PA 19352 SFD 74.94 0.250 0.020 0.1050
UNIVERSITY
4492844 GROVE CITY OH 43123 SFD 80.00 0.250 0.020 0.0000
4494247 PENFIELD NY 14526 SFD 94.99 0.250 0.020 1.6050
4498007 PLEASANTON CA 94566 SFD 73.77 0.250 0.020 0.0000
4499204 CEDARHURST NY 11516 SFD 80.00 0.250 0.020 1.3550
4500551 WESTMINSTER MD 21157 SFD 70.02 0.250 0.020 0.2300
4502325 ALBANY NY 12203 SFD 61.22 0.250 0.020 0.4800
4502412 PIPERSVILLE PA 18947 SFD 95.00 33 0.250 0.020 0.0000
4507375 LACEY NJ 08731 SFD 75.74 0.250 0.020 0.3550
4508996 PORT JEFFERSON NY 11777 LCO 79.96 0.250 0.020 1.1050
4510320 COTO DE CAZA CA 92679 SFD 72.00 GD7YR 0.250 0.020 0.3550
4511333 HICKSVILLE NY 11801 SFD 37.04 0.250 0.020 0.2300
4511835 PHOENIXVILLE PA 19460 SFD 90.00 0.250 0.020 0.2300
4513259 LAS VEGAS NV 89134 SFD 79.99 0.250 0.020 0.0000
4514854 STEAMBOAT SPRINGS CO 80477 THS 90.00 33 0.250 0.020 0.6050
4515082 CHICAGO IL 60628 SFD 75.15 0.250 0.020 0.0000
4515407 NATICK MA 01760 SFD 73.31 0.250 0.020 0.2300
4515939 MATAWAN NJ 07747 SFD 80.00 0.250 0.020 0.2300
4516680 BRONXVILLE NY 10708 SFD 80.00 0.250 0.020 0.4800
4516963 STAMFORD CT 06903 SFD 80.00 0.250 0.020 0.1050
4518800 RED BANK NJ 07701 SFD 85.00 0.250 0.020 0.6050
4518965 MIAMI FL 33180 HCO 75.00 0.250 0.020 0.6050
4519078 GARDEN CITY NY 11530 HCO 75.00 0.250 0.020 1.4800
4519084 BASKING RIDGE NJ 07920 SFD 80.00 0.250 0.020 0.2300
4519266 PETALUMA CA 94954 SFD 72.10 0.250 0.020 0.0000
4519599 ABINGTON PA 19027 SFD 73.77 0.250 0.020 0.6050
4519732 BEND OR 97701 SFD 75.00 0.250 0.020 0.0000
4521031 HILTON HEAD SC 29929 SFD 65.00 0.250 0.020 0.1050
ISLAND
4521072 SEATTLE WA 98116 SFD 89.98 33 0.250 0.020 0.1050
4521384 MOUNT SINAI NY 11766 SFD 80.00 0.250 0.020 1.1050
4521430 WEST BLOOMFIELD MI 48324 SFD 73.68 0.250 0.020 0.3550
4522242 HOLMDEL NJ 07733 SFD 80.00 0.250 0.020 0.6050
4522525 WILTON CT 06897 SFD 60.58 0.250 0.020 0.4800
4523064 MONROE CT 06468 SFD 90.00 01 0.250 0.020 0.3550
4523327 PORT WASHINGTON NY 11050 MF2 83.00 0.250 0.020 0.1050
4523412 OCEANSIDE NY 11572 SFD 90.00 33 0.250 0.020 0.7300
4524391 JAMESBURG NJ 08831 SFD 80.00 0.250 0.020 0.8550
4524679 WELLESLEY MA 02181 SFD 50.37 0.250 0.020 0.2300
4525000 NEW ROCHELLE NY 10804 SFD 80.00 0.250 0.020 0.7300
4525120 OLD BRIDGE NJ 08857 SFD 70.59 0.250 0.020 0.3550
4525141 RANCHO PARLOS CA 90275 SFD 76.92 0.250 0.020 0.2300
VERDES
4525344 NAPLES FL 33962 LCO 70.00 0.250 0.020 0.9800
4525475 TOMS RIVER NJ 08754 LCO 79.52 0.250 0.020 0.2300
4525594 CARLE PLACE NY 11514 SFD 75.00 0.250 0.020 0.7300
4525856 KANSAS CITY MO 64112 SFD 78.00 0.250 0.020 0.2300
4526012 MISSION VIEJO CA 92692 SFD 55.80 0.250 0.020 0.4800
4526190 COMMACK NY 11725 SFD 80.00 0.250 0.020 0.4800
4526362 STATEN ISLAND NY 10305 SFD 90.00 33 0.250 0.020 0.0000
4526548 EAST BRUNSWICK NJ 08816 SFD 80.00 0.250 0.020 0.4800
4526747 LAS VEGAS NV 89129 SFD 78.50 0.250 0.020 0.6050
4526760 PORT WASHINGTON NY 11050 SFD 80.00 0.250 0.020 0.3550
4527024 MADISON NJ 07940 SFD 75.00 0.250 0.020 0.1050
4527132 CARMEL IN 46033 SFD 80.00 0.250 0.020 0.3550
4527296 LAS VEGAS NV 89117 SFD 74.78 0.250 0.020 0.6050
4527317 BRADLEY BEACH NJ 07720 SFD 75.00 0.250 0.020 1.2300
4527416 SAN FRANCISCO CA 94112 SFD 61.04 0.250 0.020 0.0000
4527615 OCEANSIDE NY 11572 SFD 33.85 0.250 0.020 0.0000
4527633 DOYLESTOWN PA 18901 SFD 95.00 0.250 0.020 1.3550
4527958 NEW YORK NY 10003 HCO 75.00 0.250 0.020 1.4800
4528048 LYNBROOK NY 11563 SFD 78.05 0.250 0.020 0.7300
4528112 INDIAN HARBOUR FL 32937 SFD 79.96 0.250 0.020 0.8550
BEACH
4528143 MORRISTOWN NJ 07960 SFD 90.00 0.250 0.020 0.6050
4528449 SAN LEANDRO CA 94579 SFD 90.00 0.250 0.020 0.7300
4528780 HAMILTON NJ 08620 SFD 79.99 0.250 0.020 0.4800
4528791 STEWARTSTOWN PA 17363 SFD 79.99 0.250 0.020 0.2300
4528966 HUNTINGTON NY 11743 SFD 80.00 0.250 0.020 0.9800
4528989 SMITHTOWN NY 11787 SFD 63.28 0.250 0.020 1.1050
4528990 MENDHAM NJ 07926 SFD 90.00 33 0.250 0.020 0.0000
4529254 ROSEMONT PA 19010 SFD 75.00 0.250 0.020 0.2300
4529726 SAVANNAH GA 31419 SFD 74.21 0.250 0.020 1.2300
4529756 UPPER MONTCLAIR NJ 07043 SFD 80.00 0.250 0.020 0.4800
4530348 STOUGHTON MA 02072 LCO 80.00 0.250 0.020 0.8550
4530548 KEY WEST FL 33040 PUD 68.97 0.250 0.020 0.9800
4530588 LOUISVILLE KY 40205 SFD 65.19 0.250 0.020 0.2300
4530589 LA SELVA BEACH CA 95076 SFD 69.89 0.250 0.020 0.6050
4530703 HIGHLAND NJ 07732 SFD 80.00 0.250 0.020 0.6050
4530729 SYOSSET NY 11791 SFD 80.00 0.250 0.020 0.8550
4530759 NEW YORK NY 10074 THS 62.50 0.250 0.020 0.4800
4530765 EAST FARMINGDALE NY 11735 SFD 66.67 0.250 0.020 0.3550
4530766 CARY NC 27511 SFD 90.00 33 0.250 0.020 0.2300
4530770 FAIRFAX VA 22033 SFD 80.00 0.250 0.020 0.2300
4530812 LLOYD HARBOR NY 11743 SFD 75.00 0.250 0.020 0.6050
4530909 ROCKY POINT NY 11727 SFD 80.00 0.250 0.020 0.2300
4530991 GREAT NECK NY 11021 SFD 80.00 0.250 0.020 0.4800
4531125 SOUTHBURY CT 06488 SFD 94.83 33 0.250 0.020 0.4800
4531127 DIX HILLS NY 11746 SFD 80.00 0.250 0.020 0.6050
4531175 NEW YORK NY 10021 HCO 75.00 0.250 0.020 0.7300
4531271 FAIRFIELD CT 06432 SFD 80.00 0.250 0.020 0.6050
4531623 MERCED CA 95340 SFD 95.00 0.250 0.020 1.2300
4531838 STAMFORD CT 06905 SFD 80.00 0.250 0.020 1.4800
4531880 HUNTINGTON NY 11743 SFD 90.00 33 0.250 0.020 1.1050
4531977 STONY BROOK NY 11790 SFD 76.19 0.250 0.020 0.2300
4531989 TAHOE CITY CA 96145 SFD 53.36 0.250 0.020 0.4800
4532148 SOLEBURY PA 18963 SFD 80.00 0.250 0.020 0.0000
4532157 ELMSFORD NY 10523 SFD 80.00 0.250 0.020 0.8550
4532410 SAN FRANCISCO CA 94114 SFD 74.51 0.250 0.020 0.3550
4532456 ALEXANDRIA VA 22315 PUD 94.99 0.250 0.020 0.8550
4532484 GLEN ELLEN CA 95442 SFD 80.00 0.250 0.020 0.2300
4532576 SEAFORD NY 11793 SFD 62.50 0.250 0.020 0.9800
4532618 LAKEVILLE MN 55044 SFD 76.11 0.250 0.020 0.0000
4532675 SAGAPONACK NY 11962 SFD 41.47 0.250 0.020 0.8550
4532686 LAGUNA NIGUEL CA 92677 SFD 86.04 11 0.250 0.020 0.4800
4532688 LEVITTOWN NY 11756 SFD 60.78 0.250 0.020 1.2300
4532691 WALTHAM MA 02154 SFD 76.39 0.250 0.020 0.2300
4532790 MASSAPEQUA NY 11758 SFD 80.00 0.250 0.020 0.6050
4532861 TEANECK NJ 07666 LCO 52.17 0.250 0.020 0.3550
4532876 MERRICK NY 11566 SFD 80.00 0.250 0.020 0.0000
4532911 BARNEGAT NJ 08005 SFD 75.00 0.250 0.020 0.1050
4532975 ALLENTOWN PA 18103 SFD 94.99 33 0.250 0.020 0.3550
4532997 COOPER CITY FL 33328 SFD 80.00 0.250 0.020 1.4800
4533021 KAILUA HI 96734 SFD 51.18 0.250 0.020 0.7300
4533023 WAYNE NJ 07470 THS 86.34 0.250 0.020 0.8550
4533032 HAWI HI 96719 SFD 75.00 0.250 0.020 0.4800
4533077 BELLEVUE WA 98004 SFD 80.00 0.250 0.020 0.3550
4533120 FORT SALONGA NY 11768 SFD 80.00 0.250 0.020 0.0000
4533190 GARDEN CITY NY 11530 SFD 90.00 0.250 0.020 0.2300
4533311 ITASCA IL 60143 SFD 95.00 0.250 0.020 0.7300
4533317 PEACHTREE CITY GA 30269 SFD 80.00 0.250 0.020 1.1050
4533340 ESCONDIDO CA 92025 SFD 90.00 17 0.250 0.020 0.4800
4533397 DEER PARK NY 11729 SFD 80.00 0.250 0.020 0.6050
4533434 AMAGANSETT NY 11930 SFD 75.00 0.250 0.020 0.8550
4533458 LAGUNA BEACH CA 92651 SFD 74.51 0.250 0.020 0.4800
4533477 HUNTINGTON NY 11743 SFD 25.58 0.250 0.020 0.7300
4533506 NEWHALL CA 91321 SFD 84.37 GD20YR 33 0.250 0.020 0.3550
4533510 ROCKVILLE CENTRE NY 11570 SFD 90.00 33 0.250 0.020 0.4800
4533530 PENNINGTON NJ 08534 SFD 80.00 0.250 0.020 0.4800
4533590 FT LAUDERDALE FL 33326 SFD 80.00 0.250 0.020 0.9800
4533598 WEST BABYLON NY 11704 SFD 80.00 0.250 0.020 0.4800
4533635 DIX HILLS NY 11746 SFD 60.24 0.250 0.020 0.1050
4533642 PITTSTOWN NJ 08867 SFD 90.00 33 0.250 0.020 0.4800
4533699 HARTSDALE NY 10530 SFD 90.00 33 0.250 0.020 0.2300
4533760 SOUTH ORANGE NJ 07079 SFD 88.89 06 0.250 0.020 0.8550
VILLAGE
4533781 SIMI VALLEY CA 93063 SFD 89.80 13 0.250 0.020 0.8550
4533937 ARLINGTON VA 22201 SFD 79.99 0.250 0.020 0.1050
4533954 JACKSON MS 39213 SFD 70.00 0.250 0.020 0.6050
4534068 CLARKSVILLE MD 21029 SFD 78.71 0.250 0.020 0.4800
4534121 ARGENTINE TWP MI 48436 SFD 25.51 0.250 0.020 0.1050
4534166 GARFIELD NJ 07026 SFD 80.00 0.250 0.020 0.2300
4534171 GREENLAWN NY 11740 SFD 77.84 0.250 0.020 0.2300
4534247 MONTVALE NJ 07645 SFD 80.00 0.250 0.020 0.9800
4534278 MARIETTA GA 30066 SFD 79.98 0.250 0.020 0.9800
4534301 EAST HAMPTON NY 11987 SFD 64.29 0.250 0.020 0.8550
4534305 ROSLYN NY 11576 SFD 74.63 0.250 0.020 0.6050
4534331 DENVILLE NJ 07834 SFD 95.00 13 0.250 0.020 0.4800
4534359 HENDERSON NV 89014 SFD 68.52 0.250 0.020 0.7300
4534526 GREAT NECK NY 11023 SFD 61.11 0.250 0.020 0.2300
4534533 METAIRIE LA 70003 SFD 80.00 0.250 0.020 1.2300
4534555 HUNTERSVILLE NC 28078 SFD 69.77 0.250 0.020 0.4800
4534576 CHINO HILLS CA 91709 SFD 90.00 06 0.250 0.020 0.7300
4534609 AUMSVILLE OR 97325 SFD 69.23 0.250 0.020 1.4800
4534663 ALLENDALE NJ 07401 SFD 74.47 0.250 0.020 0.4800
4534797 EUGENE OR 97405 SFD 59.09 0.250 0.020 0.4800
4534809 BOSTON MA 02118 HCO 75.00 0.250 0.020 0.2300
4534820 HAMPTON VA 23666 SFD 69.98 0.250 0.020 0.3550
4535077 PACIFIC MO 63069 SFD 72.46 0.250 0.020 0.2300
4535139 DUNWOODY GA 30338 SFD 80.00 0.250 0.020 0.4800
4535169 JOHNSTON RI 02919 SFD 80.00 0.250 0.020 0.7300
4535174 WEST BABYLON NY 11704 SFD 80.00 0.250 0.020 1.2300
4535249 EUGENE OR 97408 SFD 80.00 0.250 0.020 0.6050
4535394 VISTA CA 92084 SFD 94.99 13 0.250 0.020 0.4800
4535408 ST. PETERSBURG FL 33713 SFD 79.97 0.250 0.020 1.3550
4535422 BERWYN PA 19312 SFD 80.00 0.250 0.020 0.0000
4535542 MESA AZ 85213 SFD 80.00 0.250 0.020 0.6050
4535561 BERNARDS TWP NJ 07920 SFD 65.80 0.250 0.020 0.6050
4535592 BEND OR 97701 SFD 80.00 0.250 0.020 0.4800
4535704 MASSAPEQUA NY 11758 SFD 90.00 13 0.250 0.020 0.6050
4535715 RARITAN NJ 08869 SFD 90.00 17 0.250 0.020 0.6050
4535773 LIBERTY TX 77575 SFD 79.92 0.250 0.020 0.9800
4535833 BERKELEY CA 94707 SFD 90.00 0.250 0.020 0.4800
4535871 MIDDLETOWN NJ 07748 SFD 83.58 12 0.250 0.020 0.6050
4535893 NEW HYDE PARK NY 11040 SFD 50.00 0.250 0.020 0.7300
4535928 SAN DIEGO CA 92129 SFD 90.00 0.250 0.020 1.3550
4535949 LEAWOOD KS 66209 SFD 90.00 0.250 0.020 0.6050
4535963 MONTCLAIR NJ 07043 SFD 90.00 06 0.250 0.020 0.2300
4535966 SUDBURY MA 01776 SFD 74.05 0.250 0.020 0.4800
4535978 SAUGERTIES NY 12477 SFD 80.00 0.250 0.020 0.6050
4535981 LAS VEGAS NV 89117 SFD 74.98 0.250 0.020 0.3550
4535988 ST HELENS OR 97051 SFD 60.13 0.250 0.020 0.3550
4536016 FUQUAY VARINA NC 27526 SFD 80.00 0.250 0.020 0.4800
4536018 WYOMISSING PA 19610 SFD 66.67 0.250 0.020 0.2300
4536057 GLENWOOD MD 21738 SFD 79.99 0.250 0.020 0.0000
4536060 GALLOWAY NJ 08201 SFD 79.98 0.250 0.020 0.4800
4536062 WEST CHESTER PA 19382 SFD 69.67 0.250 0.020 0.0000
4536072 EAST WILLISTON NY 11596 SFD 80.00 0.250 0.020 0.1050
4536074 SAVANNAH GA 31419 SFD 80.00 0.250 0.020 0.9800
4536076 DENNISPORT MA 02639 SFD 60.00 0.250 0.020 1.4800
4536083 ALPHARETTA GA 30202 SFD 70.50 0.250 0.020 0.3550
4536091 EAST HILLS NY 11576 SFD 59.26 0.250 0.020 0.1050
4536123 ANAHEIM CA 92807 SFD 79.80 0.250 0.020 0.3550
4536124 TUSTIN CA 92680 SFD 80.00 0.250 0.020 0.3550
4536127 CHELTENHAM PA 19027 SFD 64.14 0.250 0.020 1.4800
4536189 SOUTH HUNTINGTON NY 11746 SFD 66.67 0.250 0.020 0.4800
4536194 DRAPER UT 84020 SFD 79.99 0.250 0.020 0.7300
4536255 TOPSAIL BEACH NC 28445 SFD 90.00 0.250 0.020 0.9800
4536260 COCKEYSVILLE MD 21030 SFD 75.76 0.250 0.020 0.2300
4536295 PARADISE VALLEY AZ 85253 SFD 75.00 0.250 0.020 0.0000
4536319 COMMACK NY 11725 SFD 90.00 33 0.250 0.020 0.4800
4536323 PENDLETON OR 97801 SFD 80.00 0.250 0.020 0.6050
4536328 PUNTA GORDA FL 33950 LCO 51.86 0.250 0.020 0.7300
4536348 SAN CLEMENTE CA 92672 SFD 94.98 12 0.250 0.020 0.6050
4536355 PEARL RIVER NY 10965 SFD 75.78 0.250 0.020 0.2300
4536376 LITTLETON CO 80124 SFD 89.98 11 0.250 0.020 0.1050
4536403 TAHOE CITY CA 96145 SFD 80.00 0.250 0.020 0.3550
4536431 LLOYD NECK NY 11743 SFD 80.00 0.250 0.020 0.2300
4536492 RALEIGH NC 27615 SFD 72.68 0.250 0.020 0.1050
4536508 KEY BISCAYNE FL 33149 HCO 80.00 0.250 0.020 0.4800
4536573 BAY SHORE NY 11710 SFD 80.00 0.250 0.020 0.8550
4536579 HEATH TX 75087 SFD 80.00 0.250 0.020 0.6050
4536585 TIGARD OR 97224 SFD 74.70 0.250 0.020 0.2300
4536627 ACWORTH GA 30102 SFD 70.00 0.250 0.020 0.4800
4536661 MURFREESBORO TN 37130 SFD 90.00 17 0.250 0.020 0.3550
4536672 ASHBURN VA 22011 SFD 79.99 0.250 0.020 0.2300
4536731 NORTHPORT NY 11768 SFD 90.00 33 0.250 0.020 0.6050
4536735 BEL AIR MD 21015 SFD 73.33 0.250 0.020 0.2300
4536738 RICHMOND VA 23233 SFD 90.00 33 0.250 0.020 0.4800
4536748 WHITE PLAINS NY 10606 SFD 80.00 0.250 0.020 0.9800
4536755 PETALUMA CA 94952 SFD 80.00 0.250 0.020 0.2300
4536874 SAN JOSE CA 95125 SFD 80.00 0.250 0.020 0.0000
4536916 NEW ROCHELLE NY 10804 SFD 80.00 0.250 0.020 0.1050
4536927 ENNIS TX 75119 SFD 80.00 0.250 0.020 0.0000
4536932 SALT LAKE CITY UT 84118 SFD 90.00 11 0.250 0.020 0.6050
4537010 STAMFORD CT 06905 SFD 80.00 0.250 0.020 0.0000
4537064 LUBBOCK TX 79424 SFD 78.01 0.250 0.020 0.0000
4537113 LA CRESCENTA CA 91214 SFD 95.00 17 0.250 0.020 0.7300
4537163 MARCO ISLAND FL 34145 SFD 80.00 0.250 0.020 1.2300
4537171 SCOTTS VALLEY CA 95066 SFD 80.00 0.250 0.020 0.3550
4537256 PORTLAND OR 97236 SFD 75.00 0.250 0.020 0.4800
4537267 BROOKLYN NY 11236 MF2 90.00 12 0.250 0.020 1.2300
4537270 BROOKLYN NY 11234 MF2 79.83 0.250 0.020 0.1050
4537329 MUTTONTOWN NY 11545 SFD 45.71 0.250 0.020 0.3550
4537332 NORTHPORT NY 11768 SFD 80.00 0.250 0.020 0.0000
4537349 KIHEI HI 96753 SFD 75.00 0.250 0.020 0.0000
4537398 ALEXANDRIA VA 22314 LCO 61.69 0.250 0.020 0.1050
4537399 VIENNA VA 22182 SFD 80.00 0.250 0.020 0.3550
4537402 FALLS CHURCH VA 22046 SFD 80.00 0.250 0.020 0.0000
4537406 CORONADO CA 92118 SFD 80.00 0.250 0.020 0.2300
4537473 CUPERTINO CA 95014 SFD 76.92 0.250 0.020 0.1050
4537484 PRINCETON NJ 08450 SFD 89.94 12 0.250 0.020 0.8550
4537489 CLAREMONT CA 91711 SFD 80.00 0.250 0.020 0.2300
4537493 COTO DE CAZA CA 92679 SFD 80.00 0.250 0.020 0.3550
4537499 THOUSAND OAKS CA 91361 SFD 80.00 0.250 0.020 0.9800
4537505 CAMARILLO CA 93012 SFD 75.00 0.250 0.020 0.3550
4537511 SAUSALITO CA 94965 LCO 80.00 0.250 0.020 0.2300
4537518 LA CANADA CA 91011 SFD 79.87 0.250 0.020 0.2300
4537525 PORT WASHINGTON NY 11050 SFD 75.00 0.250 0.020 0.4800
4537526 PLEASANTON CA 94566 SFD 80.00 0.250 0.020 0.2300
4537531 SAN ANTONIO TX 78258 SFD 79.99 0.250 0.020 0.0000
4537533 MORAGA CA 94556 SFD 71.15 0.250 0.020 0.0000
4537534 EAST HILLS NY 11576 SFD 58.33 0.250 0.020 0.2300
4537536 FOSTER CITY CA 94404 SFD 80.00 0.250 0.020 0.2300
4537539 PLAIN CITY UT 84404 SFD 73.86 0.250 0.020 0.3550
4537548 COTO DE CAZA CA 92679 SFD 80.00 0.250 0.020 0.2300
4537550 CAMARILLO CA 93010 SFD 54.42 0.250 0.020 0.3550
4537552 PAYSON UT 84651 SFD 82.51 0.250 0.020 0.1050
4537553 ORANGE CA 92667 SFD 80.00 0.250 0.020 0.2300
4537555 SUNNYVALE CA 94087 SFD 80.00 0.250 0.020 0.3550
4537575 ALPINE CA 91901 SFD 90.00 12 0.250 0.020 0.0000
4537583 RANCHO PALOS CA 90275 SFD 90.00 12 0.250 0.020 0.2300
VERDES
4537611 FORT WORTH TX 76116 SFD 75.00 0.250 0.020 0.0000
4537612 SCOTTSDALE AZ 85259 SFD 69.57 0.250 0.020 0.4800
4537657 FAIRFIELD CT 06430 SFD 71.47 0.250 0.020 0.7300
4537703 TOLUCA LAKE CA 91602 SFD 66.18 0.250 0.020 0.4800
4537780 SNOHOMISH WA 98290 SFD 72.50 0.250 0.020 0.0000
4537812 HOUSTON TX 77008 SFD 79.99 0.250 0.020 0.1050
4537828 SCOTTSDALE AZ 85255 SFD 82.53 12 0.250 0.020 0.1050
4537838 BURBANK CA 91505 SFD 63.93 0.250 0.020 0.0000
4537855 BELLAIRE TX 77401 SFD 80.00 0.250 0.020 0.2300
4537874 SANTA BARBARA CA 93109 SFD 80.00 0.250 0.020 0.2300
4537883 DAVIS CA 95616 SFD 80.00 0.250 0.020 0.2300
4537889 HADDONFIELD NJ 08033 SFD 76.36 0.250 0.020 0.3550
4537893 SCOTTSDALE AZ 85259 SFD 89.99 01 0.250 0.020 0.2300
4537897 SAN DIEGO CA 92109 LCO 80.00 0.250 0.020 0.2300
4537917 THOUSAND OAKS CA 91320 SFD 79.99 0.250 0.020 0.4800
4537983 SCOTTSDALE AZ 85255 SFD 78.14 0.250 0.020 0.1050
4537985 GREENPORT NY 11944 SFD 68.97 0.250 0.020 0.6050
4538018 RICHMOND VA 23229 SFD 64.71 0.250 0.020 0.3550
4538080 CAMARILLO CA 93012 SFD 62.50 0.250 0.020 0.3550
4538108 CRANBURY NJ 08512 SFD 69.06 0.250 0.020 0.0000
4538115 LOS ALTOS HILLS CA 94022 SFD 69.18 0.250 0.020 0.1050
4538160 BOULDER CO 80303 SFD 49.22 0.250 0.020 0.2300
4538209 STOCKBRIDGE MA 01262 SFD 38.71 0.250 0.020 0.2300
4538212 MALIBU CA 90265 LCO 80.00 0.250 0.020 0.0000
4538226 ROUND ROCK TX 78681 SFD 79.99 0.250 0.020 0.1050
4538262 PHOENIX AZ 85044 SFD 90.00 06 0.250 0.020 0.4800
4538268 VANCOUVER WA 98685 SFD 88.96 01 0.250 0.020 0.3550
4538309 MONTGOMERY TX 77356 SFD 80.00 0.250 0.020 0.6050
4538318 LEVITTOWN NY 11756 SFD 80.00 0.250 0.020 0.4800
4538319 LOS ANGELES CA 90026 SFD 80.00 0.250 0.020 0.8550
4538338 SANDY HOOK CT 06482 SFD 80.00 0.250 0.020 0.2300
4538352 BENICIA CA 94510 SFD 90.00 17 0.250 0.020 0.0000
4538354 SAN JOSE CA 95124 SFD 80.00 0.250 0.020 0.4800
4538373 FRUIT HEIGHTS UT 84037 SFD 53.39 0.250 0.020 0.2300
4538397 HILLSDALE NJ 07642 SFD 67.24 0.250 0.020 0.3550
4538444 HEBER CITY UT 84032 SFD 69.44 0.250 0.020 0.4800
4538491 ENGLEWOOD CO 80110 SFD 75.00 0.250 0.020 0.0000
4538498 SALT LAKE CITY UT 84121 SFD 69.12 0.250 0.020 0.2300
4538503 SANTA CLARITA CA 91321 SFD 72.46 0.250 0.020 0.2300
4538523 SEATTLE WA 98178 SFD 61.90 0.250 0.020 0.0000
4538623 NEWBURY PARK CA 91320 SFD 83.60 GD20YR 33 0.250 0.020 0.0000
4538640 SAG HARBOR NY 11963 SFD 80.00 0.250 0.020 0.6050
4538656 MILLWOOD NY 10546 SFD 75.08 0.250 0.020 0.6050
4538690 HUMBLE TX 77346 SFD 80.00 0.250 0.020 0.0000
4538703 CANTON GA 30115 SFD 70.02 0.250 0.020 0.0000
4538753 CHESTER VA 23831 SFD 87.80 13 0.250 0.020 0.0000
4538811 GOLETA CA 93117 SFD 80.00 0.250 0.020 0.4800
4538823 FLUSHING NY 11365 SFD 80.00 0.250 0.020 0.9800
4538923 MARIETTA GA 30060 SFD 79.98 0.250 0.020 0.7300
4538941 KETTERING OH 45429 SFD 51.63 0.250 0.020 0.2300
4538954 PENSACOLA FL 32501 SFD 80.00 0.250 0.020 0.2300
4538972 TEANECK NJ 07666 SFD 59.52 0.250 0.020 0.8550
4539023 LINCOLN NE 68510 SFD 70.00 0.250 0.020 0.9800
4539027 VIENNA VA 22182 SFD 90.00 01 0.250 0.020 0.0000
4539029 DENVER CO 80218 HCO 75.00 0.250 0.020 0.9800
4539041 WASHINGTON DC 20007 SFD 80.00 0.250 0.020 0.0000
4539063 SOUTHOLD NY 11971 SFD 74.97 0.250 0.020 0.3550
4539064 TORRANCE CA 90505 SFD 90.00 0.250 0.020 0.3550
4539079 SAN ANTONIO TX 78256 SFD 80.00 0.250 0.020 0.6050
4539095 AUSTIN TX 78731 SFD 80.00 0.250 0.020 0.4800
4539097 HAWTHORNE NJ 07506 SFD 80.00 0.250 0.020 0.7300
4539128 FAYETTEVILLE AR 72703 SFD 94.99 12 0.250 0.020 0.3550
4539140 CYPRESS CA 90630 SFD 89.97 0.250 0.020 0.4800
4539159 AUSTIN TX 78703 SFD 75.85 0.250 0.020 0.0000
4539180 SANTA CRUZ CA 95060 SFD 80.00 0.250 0.020 0.0000
4539190 GLENDALE CA 91208 SFD 80.00 0.250 0.020 0.3550
4539195 RANCHO PALOS CA 90274 SFD 80.00 0.250 0.020 0.1050
VERDES
4539196 MANHATTAN BEACH CA 90266 SFD 80.00 0.250 0.020 0.2300
4539199 LA CANADA E 91011 SFD 67.53 0.250 0.020 0.2300
FLINTRIDG CA
4539203 REDONDO BEACH CA 90277 SFD 89.90 0.250 0.020 0.3550
4539207 LA CANADA CA 91011 SFD 59.79 0.250 0.020 0.2300
4539211 KENSINGTON MD 20895 SFD 79.98 0.250 0.020 0.0000
4539228 RAMONA CA 92065 SFD 80.00 0.250 0.020 0.0000
4539231 LOS ANGELES CA 91436 SFD 73.70 0.250 0.020 0.1050
4539232 BOERNE TX 78006 SFD 90.00 01 0.250 0.020 0.0000
4539267 WESTMINSTER MD 21158 SFD 75.00 0.250 0.020 0.6050
4539271 LAS VEGAS NV 89115 SFD 90.00 01 0.250 0.020 0.7300
4539290 BERTHOUD CO 80513 SFD 80.00 0.250 0.020 0.1050
4539341 CAMAS WA 98607 SFD 90.00 11 0.250 0.020 0.1050
4539360 MARIETTA GA 30068 SFD 80.00 0.250 0.020 0.0000
4539370 HERNDON VA 22071 SFD 80.00 0.250 0.020 0.0000
4539377 OAKTON VA 22124 SFD 57.50 0.250 0.020 0.0000
4539380 GAITHERSBURG MD 20878 SFD 76.17 0.250 0.020 0.6050
4539381 POTOMAC MD 20854 SFD 65.15 0.250 0.020 0.2300
4539386 CLIFTON VA 22024 SFD 79.99 0.250 0.020 0.2300
4539392 VIENNA VA 22182 SFD 80.00 0.250 0.020 0.0000
4539395 ANNANDALE VA 22003 SFD 75.00 0.250 0.020 0.7300
4539396 VIENNA VA 22182 SFD 79.87 0.250 0.020 0.0000
4539398 SARATOGA CA 95070 SFD 80.00 0.250 0.020 0.3550
4539405 CARPINTERIA CA 93013 SFD 73.39 0.250 0.020 0.0000
4539408 SANDY UT 84093 SFD 79.69 0.250 0.020 0.0000
4539423 MESQUITE NV 89027 SFD 79.99 0.250 0.020 0.6050
4539425 DOVE CANYON CA 92679 SFD 90.00 11 0.250 0.020 0.0000
4539446 CROWNSVILLE MD 21032 SFD 79.98 0.250 0.020 0.0000
4539454 LAGUNA HILLS CA 92653 SFD 95.00 33 0.250 0.020 0.0000
4539553 LAS VEGAS NV 89118 LCO 74.98 0.250 0.020 0.9800
4539572 CATALDO ID 83810 SFD 75.00 0.250 0.020 0.4800
4539577 HASTINGS-ON-HUDSONNY 10706 SFD 80.00 0.250 0.020 0.3550
4539588 WATERFORD MI 48328 SFD 79.79 0.250 0.020 0.3550
4539630 MISSION VIEJO CA 92692 SFD 89.45 12 0.250 0.020 0.4800
4539633 DAYTON MN 55327 SFD 95.00 06 0.250 0.020 0.2300
4539657 DALLAS TX 75225 SFD 65.32 0.250 0.020 0.3550
4539794 FARMINGDALE NJ 07727 SFD 90.00 33 0.250 0.020 0.6050
4539828 HOUSTON TX 77063 SFD 80.00 0.250 0.020 0.2300
4539833 BERNARDS NJ 07920 SFD 80.00 0.250 0.020 0.3550
4539933 AUSTIN TX 78759 SFD 89.07 33 0.250 0.020 0.0000
4539951 SHREVEPORT LA 71106 SFD 90.00 06 0.250 0.020 0.0000
4539969 WEST PALM BEACH FL 33406 SFD 75.00 0.250 0.020 0.7300
4539982 NORTH BELLMORE NY 11710 SFD 68.18 0.250 0.020 0.9800
4540050 SAN JOSE CA 95125 SFD 95.00 11 0.250 0.020 0.2300
4540062 AUSTIN TX 78730 SFD 80.00 0.250 0.020 0.2300
4540071 VIENNA VA 22182 SFD 76.42 0.250 0.020 0.0000
4540082 ROCHESTER HILLS MI 48307 SFD 76.92 0.250 0.020 0.2300
4540127 SAN JOSE CA 95120 SFD 80.00 0.250 0.020 0.2300
4540229 CANOGA PARK CA 91307 SFD 77.19 0.250 0.020 0.1050
4540237 MARIETTA GA 30068 SFD 80.00 0.250 0.020 0.0000
4540248 MOUNTAIN VIEW CA 94040 SFD 80.00 0.250 0.020 0.0000
4540269 VANCOUVER WA 98686 SFD 79.99 0.250 0.020 0.2300
4540309 ASHBURN VA 22011 SFD 89.99 13 0.250 0.020 0.0000
4540338 APTOS CA 95003 SFD 80.00 0.250 0.020 0.3550
4540343 LAS VEGAS NV 89134 SFD 79.99 0.250 0.020 0.4800
4540351 VALENCIA CA 91354 SFD 90.00 06 0.250 0.020 0.0000
4540352 LEESBURG VA 22075 SFD 80.00 0.250 0.020 0.0000
4540356 PHOENIX AZ 85254 SFD 88.89 12 0.250 0.020 0.1050
4540359 DANVILLE CA 94526 SFD 79.99 0.250 0.020 0.2300
4540361 HENDERSON NV 89014 SFD 89.31 12 0.250 0.020 0.4800
4540362 CAMARILLO CA 93012 SFD 79.99 0.250 0.020 0.1050
4540367 SARATOGA CA 95070 SFD 60.61 0.250 0.020 0.6050
4540368 HUNTINGTON BEACH CA 92648 SFD 80.00 0.250 0.020 0.2300
4540377 MITCHELLVILLE MD 20721 SFD 89.99 12 0.250 0.020 0.0000
4540379 DOVE CANYON CA 92679 SFD 79.99 0.250 0.020 0.4800
4540380 LAS VEGAS NV 89117 SFD 94.97 01 0.250 0.020 0.9800
4540381 SANTA MONICA CA 90405 SFD 62.62 0.250 0.020 0.2300
4540384 DOVE CANYON CA 92679 SFD 89.85 12 0.250 0.020 0.6050
4540428 SCOTTSDALE AZ 85251 SFD 80.00 0.250 0.020 0.3550
4540464 GREENSBORO GA 30642 SFD 80.00 0.250 0.020 0.4800
4540469 ESCALON CA 95320 SFD 80.00 0.250 0.020 1.1050
4540472 MENLO PARK CA 94025 SFD 69.33 0.250 0.020 0.0000
4540481 WAYSIDE NJ 07712 SFD 80.00 0.250 0.020 0.6050
4540521 SOLANA BEACH CA 92075 SFD 72.73 0.250 0.020 0.1050
4540545 LOS ANGELES CA 90049 SFD 75.00 0.250 0.020 0.0000
4540558 SCOTTSDALE AZ 85258 SFD 79.16 0.250 0.020 0.1050
4540609 WILTON CT 06897 SFD 59.91 0.250 0.020 0.0000
4540619 MARCO ISLAND FL 34145 HCO 74.99 0.250 0.020 0.7300
4540620 JERICHO NY 11753 SFD 63.69 0.250 0.020 0.1050
4540633 NEWPORT RI 02840 LCO 75.00 0.250 0.020 0.7300
4540636 VIRGINIA BEACH VA 23451 SFD 80.00 0.250 0.020 0.0000
4540697 DALY CITY CA 94015 SFD 80.00 0.250 0.020 0.1050
4540702 SPRINGVILLE UT 84663 SFD 70.18 0.250 0.020 0.2300
4540844 GILROY CA 95020 SFD 80.00 0.250 0.020 0.0000
4540846 SAN JOSE CA 95148 SFD 69.71 0.250 0.020 0.1050
4540877 MONTGOMERY TX 77356 SFD 78.55 0.250 0.020 0.3550
4540980 VAN NUYS CA 91401 SFD 80.00 0.250 0.020 0.8550
4540992 SILVERTHORNE CO 80498 SFD 75.00 0.250 0.020 0.3550
4541008 WINTER PARK FL 32789 SFD 80.00 0.250 0.020 0.1050
4541102 FAIRFAX VA 22032 SFD 80.00 0.250 0.020 0.0000
4541107 SYKESVILLE MD 21784 SFD 78.18 0.250 0.020 0.0000
4541181 GARDEN CITY NY 11530 SFD 76.50 0.250 0.020 0.0000
4541212 WEST HEMPSTEAD NY 11552 SFD 80.00 0.250 0.020 0.6050
4541269 WOODLAND HILLS CA 91367 SFD 78.63 0.250 0.020 0.1050
4541284 SILOAM SPRINGS AR 72761 SFD 79.73 0.250 0.020 0.0000
4541472 SANDY UT 84092 SFD 75.00 0.250 0.020 0.2300
4541546 STILWELL KS 66085 SFD 73.50 FX30YR 0.250 0.020 0.4800
4541651 WEST NEWTON MA 02165 SFD 53.98 0.250 0.020 0.0000
4541762 STUART FL 34997 LCO 57.97 0.250 0.020 0.9800
4542333 LAS VEGAS NV 89117 SFD 75.00 0.250 0.020 1.1050
4542464 IRVINE CA 92714 PUD 85.00 0.250 0.020 0.2300
4542699 CARLSBAD CA 92009 SFD 79.99 0.250 0.020 0.1050
4542759 CARMICHAEL CA 95608 SFD 79.96 0.250 0.020 0.1050
4542883 RIDGELAND MS 39157 SFD 79.02 0.250 0.020 0.2300
4543307 MORGAN HILL CA 95037 SFD 80.00 0.250 0.020 0.2300
4543404 YORBA LINDA CA 92686 SFD 80.00 0.250 0.020 0.2300
4543409 LAS VEGAS NV 89109 SFD 75.00 0.250 0.020 0.6050
4543426 PHOENIX AZ 85028 SFD 61.64 0.250 0.020 0.0000
4543443 SOUTH LAKE TAHOE CA 96150 SFD 88.98 06 0.250 0.020 0.6050
4544088 LEXINGTON MA 02173 LCO 79.97 0.250 0.020 0.7300
4544178 ALPINE UT 84004 SFD 45.71 0.250 0.020 0.4800
COUNT: 447
WAC: 8.6002
WAM: 357.8247
WALTV: 77.1313
</TABLE>
<PAGE>
<TABLE>
NASCOR
NMI / 1996-5 Exhibit F-3
(Part A)
20 THROUGH 30 YEAR FIXED RATE
NON-RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- -------------------- ------ ----- -------- -------- -------- ------- -------- --------- ---------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- ------- -------------------- ------ ----- -------- -------- -------- ------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4480129 MIDLAND TX 79707 SFD 7.750 7.480 $2,015.27 360 1-Sep-25 $267,113.64
4487975 BOULDER CO 80303 SFD 8.500 8.000 $1,114.92 360 1-Oct-25 $143,903.89
4514137 MINNEAPOLIS MN 55408 SFD 9.000 8.000 $3,701.27 360 1-Jul-26 $459,240.53
4515778 WARWICK NY 10990 LCO 8.250 7.980 $601.02 360 1-Apr-26 $79,688.57
4518669 SIOUX CITY IA 51104 SFD 8.250 7.980 $1,202.03 360 1-Mar-26 $159,270.89
4518686 ARVADA CO 80002 SFD 8.000 7.730 $ 498.96 360 1-Feb-26 $67,626.34
4518689 BERTHOUD CO 80513 SFD 7.875 7.605 $1,044.10 360 1-Apr-26 $143,395.57
4518694 CANYON MN 55717 SFD 8.375 8.000 $ 912.09 360 1-Jan-26 $118,584.79
4518703 BROOKLYN PARK MN 55445 SFD 8.500 8.000 $ 584.38 360 1-Jan-26 $75,573.64
4518722 SIOUX FALLS SD 57106 SFD 8.375 8.000 $ 943.25 360 1-Jan-26 $123,386.09
4519549 NOVELTY OH 44072 SFD 7.125 6.855 $2,475.92 360 1-Mar-26 $365,405.77
4519748 MALVERN PA 19355 SFD 8.000 7.730 $1,782.31 360 1-Apr-26 $241,905.69
4521436 DENVER CO 80207 SFD 7.625 7.355 $1,891.23 360 1-Mar-26 $265,820.13
4521445 HELENA MT 59601 SFD 7.750 7.480 $1,773.13 360 1-Mar-26 $246,210.69
4521475 WATERTOWN MN 55328 SFD 7.500 7.230 $1,748.04 360 1-Mar-26 $248,676.61
4521519 ST PAUL MN 55125 SFD 8.000 7.730 $2,083.90 360 1-Apr-26 $282,837.37
4522613 ENGLEWOOD CO 80110 SFD 8.500 8.000 $5,382.40 360 1-Jul-26 $698,718.76
4527574 NOVATO CA 94949 SFD 8.125 7.855 $2,542.31 360 1-Apr-26 $340,566.71
4527585 ISSAQUAH WA 98027 SFD 8.250 7.980 $1,765.48 360 1-Mar-26 $233,929.13
4527593 BETHESDA MD 20814 SFD 7.750 7.480 $1,765.24 360 1-Apr-26 $245,339.56
4527594 CUPERTINO CA 95014 SFD 7.625 7.355 $2,123.38 360 1-Apr-26 $297,402.31
4527600 SEATTLE WA 98103 HCO 8.000 7.730 $1,845.42 360 1-Apr-26 $250,470.46
4527607 BOSTON MA 02118 LCO 8.250 7.980 $1,927.00 360 1-Apr-26 $255,501.60
4527609 SAN JOSE CA 95140 SFD 8.500 8.000 $2,076.07 360 1-Apr-26 $269,001.03
4527660 SCOTTSDALE AZ 85254 SFD 8.125 7.855 $1,707.74 360 1-Apr-26 $228,571.54
4527661 ALAMEDA CA 94502 SFD 7.750 7.480 $2,226.61 360 1-Apr-26 $309,462.40
4527676 SAN JOSE CA 95125 SFD 7.500 7.230 $2,517.17 360 1-Apr-26 $358,371.73
4528095 FREMONT CA 94555 SFD 7.625 7.355 $2,439.84 360 1-Apr-26 $343,189.04
4528098 SAN FRANCISCO CA 94110 SFD 7.875 7.605 $1,980.89 360 1-May-26 $272,222.35
4528099 MARTINEZ CA 94553 SFD 8.250 7.980 $1,819.94 360 1-May-26 $241,466.96
4528104 KENT WA 98042 SFD 8.125 7.855 $2,078.99 360 1-May-26 $279,071.72
4528108 SARATOGA CA 95070 SFD 7.875 7.605 $2,175.21 360 1-May-26 $298,954.07
4528109 SUNNYVALE CA 94087 SFD 8.000 7.730 $1,925.40 360 1-May-26 $261,507.85
4528111 FREMONT CA 94539 SFD 8.000 7.730 $2,788.31 360 1-May-26 $376,689.25
4528117 DENVER CO 80218 SFD 8.375 8.000 $1,953.39 360 1-Apr-26 $256,024.66
4528838 POTOMAC MD 20854 SFD 7.750 7.480 $2,958.78 360 1-Mar-26 $410,919.62
4528842 ATLANTA GA 30327 SFD 7.750 7.480 $2,937.30 360 1-Apr-26 $408,235.43
4528852 LONGWOOD FL 32779 SFD 8.000 7.730 $1,631.89 360 1-Apr-26 $221,489.61
4528858 CLEVELAND TN 37311 SFD 7.375 7.105 $1,650.71 360 1-Mar-26 $237,703.29
4528870 ORLANDO FL 32819 SFD 8.000 7.730 $2,935.06 360 1-Apr-26 $398,362.57
4529266 ALPHARETTA GA 30202 SFD 7.500 7.230 $1,901.86 360 1-May-26 $270,978.01
4529278 MIAMI FL 33143 SFD 7.750 7.480 $4,217.88 360 1-May-26 $586,645.30
4529280 ALPHARETTA GA 30202 SFD 7.875 7.605 $2,320.23 360 1-Mar-26 $318,427.70
4529285 KNOXVILLE TN 37922 SFD 7.375 7.105 $2,265.42 360 1-Apr-26 $326,478.84
4529287 FT. LAUDERDALE FL 33326 SFD 7.250 6.980 $1,756.60 360 1-Mar-26 $256,068.17
4529290 FT LAUDERDALE FL 33330 SFD 8.750 8.000 $2,407.30 360 1-May-26 $305,106.82
4529293 DULUTH GA 30155 SFD 7.625 7.355 $1,970.15 360 1-Mar-26 $276,912.56
4529299 ROSWELL GA 30076 SFD 7.750 7.480 $2,794.01 360 1-May-26 $388,605.80
4530018 BOCA RATON FL 33496 SFD 7.625 7.355 $2,831.17 360 1-Apr-26 $398,235.16
4530041 TALLAHASSEE FL 32312 SFD 7.750 7.480 $1,700.76 360 1-Dec-25 $235,674.87
4530086 CORAL SPRINGS FL 33067 SFD 9.000 8.000 $1,803.96 360 1-May-26 $223,578.44
4530090 BOONTON NJ 07005 SFD 7.875 7.605 $2,283.97 360 1-Apr-26 $313,677.77
4530103 ATLANTA GA 30327 SFD 8.125 7.855 $3,720.41 360 1-Jan-26 $483,890.87
4530147 SIMSBURY CT 06070 SFD 8.000 7.730 $1,899.05 354 1-Apr-25 $255,500.03
4530776 CONCORD MA 01742 MF2 8.250 7.980 $2,268.83 360 1-May-26 $301,023.77
4531005 MANHATTAN NY 10019 HCO 8.250 7.980 $2,103.55 360 1-Jun-26 $279,278.40
4531035 EAST AMHERST NY 14051 SFD 8.375 8.000 $1,647.46 360 1-May-26 $216,066.89
4531041 PINE CO 80470 SFD 8.125 7.855 $2,591.32 360 1-May-26 $347,842.94
4531443 HAGERSTOWN MD 21740 SFD 8.875 8.000 $ 775.76 360 1-Jul-26 $97,165.90
4531722 ALPHARETTA GA 30202 SFD 8.250 7.980 $2,328.93 360 1-Jun-26 $309,201.08
4531892 ATLANTA GA 30306 SFD 7.750 7.480 $2,055.39 360 1-May-26 $282,511.90
4531916 MARIETTA GA 30067 SFD 8.500 8.000 $2,565.10 360 1-Jun-26 $332,782.97
4532060 MAMARONECK NY 10543 SFD 8.000 7.730 $2,641.56 360 1-May-26 $358,775.96
4532068 LUTHERVILLE MD 21093 SFD 8.000 7.730 $1,592.26 360 1-Jun-26 $216,411.79
4532085 EASLEY SC 29642 SFD 8.375 8.000 $2,660.25 360 1-Jun-26 $349,120.68
4532249 GREENVILLE SC 29615 SFD 7.625 7.355 $1,698.70 360 1-Apr-26 $238,941.11
4534434 SCOTTSDALE AZ 85255 SFD 8.625 8.000 $3,888.95 360 1-Aug-26 $499,407.48
4535118 TAYLORS SC 29687 SFD 8.250 7.980 $ 401.93 360 1-Aug-26 $53,431.53
4536120 ORONO MN 55356 SFD 8.625 8.000 $3,888.95 360 1-Sep-26 $499,704.80
4536335 MINNETONKA MN 55391 SFD 8.500 8.000 $2,725.03 360 1-Sep-26 $354,185.30
4538557 BROOKLYN PARK MN 55443 SFD 8.625 8.000 $ 887.59 360 1-Apr-26 $112,673.78
4538562 LACROSSE WI 54601 SFD 8.375 8.000 $2,338.75 360 1-May-26 $306,730.25
4538570 LITTLETON CO 80123 SFD 7.875 7.605 $ 754.64 360 1-Oct-24 $102,222.40
4538571 AMHERST MA 01002 SFD 8.375 8.000 $2,006.60 360 1-Jun-26 $263,336.69
4538572 DENVER CO 80206 SFD 8.375 8.000 $3,161.91 360 1-Jun-26 $414,954.81
4538573 FARMINGTON HILLS MI 48334 SFD 8.375 8.000 $2,359.00 360 1-Jan-24 $303,234.78
4538575 MAY TOWNSHIP MN 55047 SFD 8.750 8.000 $1,180.06 360 1-Jul-26 $149,739.18
4538576 MERRITT ISLAND FL 32952 SFD 8.625 8.000 $2,365.09 360 1-Dec-23 $297,191.58
4538582 ST SIMONS ISLAND GA 31522 SFD 8.625 8.000 $3,448.23 360 1-Nov-23 $432,962.45
4538585 SHINGLE SPRINGS CA 95682 SFD 8.875 8.000 $1,912.71 360 1-Jan-23 $228,460.26
4538587 WHITE BEAR LAKE MN 55110 SFD 7.500 7.230 $2,097.65 360 1-May-26 $298,872.75
4538588 MEMPHIS TN 38125 SFD 8.250 7.980 $3,007.21 360 1-Aug-23 $386,395.10
4538594 EAST HILLS NY 11576 SFD 8.250 7.980 $3,833.09 360 1-Jul-23 $495,721.44
4538596 VADNAIS HEIGHTS MN 55127 SFD 8.250 7.980 $1,694.86 360 1-Apr-26 $224,721.87
4538598 JACKSONVILLE FL 32224 SFD 8.125 7.855 $1,553.46 360 1-Jul-23 $203,135.73
4538601 CASTLE ROCK CO 80104 SFD 8.000 7.730 $6,548.85 360 1-Jun-26 $890,080.54
4538604 LAKEVILLE MN 55044 SFD 8.125 7.855 $ 784.72 360 1-Feb-25 $104,211.91
4538607 SUNFISH LAKE MN 55077 SFD 8.250 7.980 $2,704.56 360 1-Jul-26 $359,306.57
4538611 OAKDALE MN 55128 LCO 7.625 7.355 $ 369.01 360 1-Feb-25 $51,332.86
4538614 MINNEAPOLIS MN 55405 LCO 8.000 7.730 $2,524.16 360 1-Apr-26 $342,591.76
4538619 MINNETONKA MN 55343 LCO 8.125 7.855 $ 994.21 360 1-Apr-26 $133,162.04
4538621 LAKEVILLE MN 55044 SFD 8.000 7.730 $1,220.66 360 1-Jan-23 $160,520.46
4538634 NORTH OAKS MN 55127 SFD 7.750 7.480 $1,927.15 360 1-Apr-26 $267,842.30
4539981 WEST POINT MS 39773 SFD 8.250 7.980 $2,313.90 360 1-Jul-26 $307,406.74
4542557 JACKSONVILLE FL 32257 SFD 7.625 7.355 $2,165.85 360 1-Mar-26 $304,419.82
4542561 OAK RIDGE TN 37830 SFD 8.000 7.730 $2,025.20 360 1-Aug-26 $275,628.37
4542573 FORT PIERCE FL 34949 SFD 8.375 8.000 $1,753.32 360 1-Apr-22 $221,313.47
4542680 FT LAUDERDALE FL 33327 SFD 7.875 7.605 $2,041.68 353 1-May-25 $278,110.35
$28,073,724.96
</TABLE>
<TABLE>
<CAPTION>
(i) (ii) (iii) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----- -------------------- ----- ----- -------- ----- ------- --------- ------- -------- ------- ---------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN ZIP PROPERTY INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER CITY STATE CODE TYPE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- ------- -------------------- ----- ----- -------- ----- ------- --------- ------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4480129 MIDLAND TX 79707 SFD 78.14 0.250 0.020 0.0000
4487975 BOULDER CO 80303 SFD 69.05 0.250 0.020 0.2300
4514137 MINNEAPOLIS MN 55408 SFD 80.00 0.250 0.020 0.7300
4515778 WARWICK NY 10990 LCO 80.00 0.250 0.020 0.0000
4518669 SIOUX CITY IA 51104 SFD 80.00 0.250 0.020 0.0000
4518686 ARVADA CO 80002 SFD 80.00 0.250 0.020 0.0000
4518689 BERTHOUD CO 80513 SFD 80.00 0.250 0.020 0.0000
4518694 CANYON MN 55717 SFD 80.00 0.250 0.020 0.1050
4518703 BROOKLYN PARK MN 55445 SFD 80.00 0.250 0.020 0.2300
4518722 SIOUX FALLS SD 57106 SFD 90.00 01 0.250 0.020 0.1050
4519549 NOVELTY OH 44072 SFD 75.00 0.250 0.020 0.0000
4519748 MALVERN PA 19355 SFD 89.98 01 0.250 0.020 0.0000
4521436 DENVER CO 80207 SFD 80.00 0.250 0.020 0.0000
4521445 HELENA MT 59601 SFD 90.00 06 0.250 0.020 0.0000
4521475 WATERTOWN MN 55328 SFD 69.44 0.250 0.020 0.0000
4521519 ST PAUL MN 55125 SFD 80.00 0.250 0.020 0.0000
4522613 ENGLEWOOD CO 80110 SFD 61.16 0.250 0.020 0.2300
4527574 NOVATO CA 94949 SFD 80.00 0.250 0.020 0.0000
4527585 ISSAQUAH WA 98027 SFD 77.56 0.250 0.020 0.0000
4527593 BETHESDA MD 20814 SFD 80.00 0.250 0.020 0.0000
4527594 CUPERTINO CA 95014 SFD 63.83 0.250 0.020 0.0000
4527600 SEATTLE WA 98103 HCO 51.86 0.250 0.020 0.0000
4527607 BOSTON MA 02118 LCO 90.00 12 0.250 0.020 0.0000
4527609 SAN JOSE CA 95140 SFD 64.29 0.250 0.020 0.2300
4527660 SCOTTSDALE AZ 85254 SFD 73.02 0.250 0.020 0.0000
4527661 ALAMEDA CA 94502 SFD 80.00 0.250 0.020 0.0000
4527676 SAN JOSE CA 95125 SFD 80.00 0.250 0.020 0.0000
4528095 FREMONT CA 94555 SFD 80.00 0.250 0.020 0.0000
4528098 SAN FRANCISCO CA 94110 SFD 80.00 0.250 0.020 0.0000
4528099 MARTINEZ CA 94553 SFD 85.00 06 0.250 0.020 0.0000
4528104 KENT WA 98042 SFD 68.88 0.250 0.020 0.0000
4528108 SARATOGA CA 95070 SFD 42.86 0.250 0.020 0.0000
4528109 SUNNYVALE CA 94087 SFD 80.00 0.250 0.020 0.0000
4528111 FREMONT CA 94539 SFD 78.15 0.250 0.020 0.0000
4528117 DENVER CO 80218 SFD 70.16 0.250 0.020 0.1050
4528838 POTOMAC MD 20854 SFD 77.92 0.250 0.020 0.0000
4528842 ATLANTA GA 30327 SFD 69.14 0.250 0.020 0.0000
4528852 LONGWOOD FL 32779 SFD 80.00 0.250 0.020 0.0000
4528858 CLEVELAND TN 37311 SFD 80.00 0.250 0.020 0.0000
4528870 ORLANDO FL 32819 SFD 61.54 0.250 0.020 0.0000
4529266 ALPHARETTA GA 30202 SFD 77.71 0.250 0.020 0.0000
4529278 MIAMI FL 33143 SFD 75.00 0.250 0.020 0.0000
4529280 ALPHARETTA GA 30202 SFD 75.29 0.250 0.020 0.0000
4529285 KNOXVILLE TN 37922 SFD 80.00 0.250 0.020 0.0000
4529287 FT. LAUDERDALE FL 33326 SFD 89.86 24 0.250 0.020 0.0000
4529290 FT LAUDERDALE FL 33330 SFD 90.00 17 0.250 0.020 0.4800
4529293 DULUTH GA 30155 SFD 77.32 0.250 0.020 0.0000
4529299 ROSWELL GA 30076 SFD 47.27 0.250 0.020 0.0000
4530018 BOCA RATON FL 33496 SFD 65.57 0.250 0.020 0.0000
4530041 TALLAHASSEE FL 32312 SFD 80.00 0.250 0.020 0.0000
4530086 CORAL SPRINGS FL 33067 SFD 95.00 17 0.250 0.020 0.7300
4530090 BOONTON NJ 07005 SFD 75.90 0.250 0.020 0.0000
4530103 ATLANTA GA 30327 SFD 68.70 0.250 0.020 0.0000
4530147 SIMSBURY CT 06070 SFD 78.11 0.250 0.020 0.0000
4530776 CONCORD MA 01742 MF2 35.53 0.250 0.020 0.0000
4531005 MANHATTAN NY 10019 HCO 80.00 0.250 0.020 0.0000
4531035 EAST AMHERST NY 14051 SFD 75.00 0.250 0.020 0.1050
4531041 PINE CO 80470 SFD 77.21 0.250 0.020 0.0000
4531443 HAGERSTOWN MD 21740 SFD 79.98 0.250 0.020 0.6050
4531722 ALPHARETTA GA 30202 SFD 79.66 0.250 0.020 0.0000
4531892 ATLANTA GA 30306 SFD 54.13 0.250 0.020 0.0000
4531916 MARIETTA GA 30067 SFD 80.00 0.250 0.020 0.2300
4532060 MAMARONECK NY 10543 SFD 80.00 0.250 0.020 0.0000
4532068 LUTHERVILLE MD 21093 SFD 70.00 0.250 0.020 0.0000
4532085 EASLEY SC 29642 SFD 65.73 0.250 0.020 0.1050
4532249 GREENVILLE SC 29615 SFD 60.00 0.250 0.020 0.0000
4534434 SCOTTSDALE AZ 85255 SFD 50.00 0.250 0.020 0.3550
4535118 TAYLORS SC 29687 SFD 54.31 0.250 0.020 0.0000
4536120 ORONO MN 55356 SFD 77.22 0.250 0.020 0.3550
4536335 MINNETONKA MN 55391 SFD 80.00 0.250 0.020 0.2300
4538557 BROOKLYN PARK MN 55443 SFD 94.98 01 0.250 0.020 0.3550
4538562 LACROSSE WI 54601 SFD 85.00 01 0.250 0.020 0.1050
4538570 LITTLETON CO 80123 SFD 95.00 17 0.250 0.020 0.0000
4538571 AMHERST MA 01002 SFD 80.00 0.250 0.020 0.1050
4538572 DENVER CO 80206 SFD 80.00 0.250 0.020 0.1050
4538573 FARMINGTON HILLS MI 48334 SFD 89.68 01 0.250 0.020 0.1050
4538575 MAY TOWNSHIP MN 55047 SFD 58.82 0.250 0.020 0.4800
4538576 MERRITT ISLAND FL 32952 SFD 77.30 0.250 0.020 0.3550
4538582 ST SIMONS ISLAND GA 31522 SFD 75.63 0.250 0.020 0.3550
4538585 SHINGLE SPRINGS CA 95682 SFD 90.00 01 0.250 0.020 0.6050
4538587 WHITE BEAR LAKE MN 55110 SFD 51.61 0.250 0.020 0.0000
4538588 MEMPHIS TN 38125 SFD 77.98 0.250 0.020 0.0000
4538594 EAST HILLS NY 11576 SFD 80.00 0.250 0.020 0.0000
4538596 VADNAIS HEIGHTS MN 55127 SFD 81.15 12 0.250 0.020 0.0000
4538598 JACKSONVILLE FL 32224 SFD 90.00 11 0.250 0.020 0.0000
4538601 CASTLE ROCK CO 80104 SFD 70.00 0.250 0.020 0.0000
4538604 LAKEVILLE MN 55044 SFD 94.98 06 0.250 0.020 0.0000
4538607 SUNFISH LAKE MN 55077 SFD 57.14 0.250 0.020 0.0000
4538611 OAKDALE MN 55128 LCO 95.00 01 0.250 0.020 0.0000
4538614 MINNEAPOLIS MN 55405 LCO 80.00 0.250 0.020 0.0000
4538619 MINNETONKA MN 55343 LCO 79.96 0.250 0.020 0.0000
4538621 LAKEVILLE MN 55044 SFD 63.28 0.250 0.020 0.0000
4538634 NORTH OAKS MN 55127 SFD 84.06 12 0.250 0.020 0.0000
4539981 WEST POINT MS 39773 SFD 80.00 0.250 0.020 0.0000
4542557 JACKSONVILLE FL 32257 SFD 90.00 0.250 0.020 0.0000
4542561 OAK RIDGE TN 37830 SFD 80.00 0.250 0.020 0.0000
4542573 FORT PIERCE FL 34949 SFD 80.00 0.250 0.020 0.1050
4542680 FT LAUDERDALE FL 33327 SFD 79.97 0.250 0.020 0.0000
COUNT: 98
WAC: 8.0766
WAM: 350.9921
WALTV: 74.6770
</TABLE>
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
Loan Information
Name of Mortgagor:
-----------------------------
Servicer
Loan No.:
-----------------------------
Custodian/Trust Administrator
Name:
-----------------------------
Address:
-----------------------------
-----------------------------
Custodian/Trust Administrator
Mortgage File No.:
-----------------------------
Seller
Name:
-----------------------------
Address:
-----------------------------
-----------------------------
Certificates: Mortgage Pass-Through Certificates,
Series 1996-5
The undersigned Master Servicer hereby acknowledges that it has received
from First Union National Bank of North Carolina, as Trust Administrator for the
Holders of Mortgage Pass-Through Certificates, Series 1996-5, the documents
referred to below (the "Documents"). All capitalized terms not otherwise defined
in this Request for Release shall have the meanings given them in the Pooling
and Servicing Agreement dated as of October 30, 1996 (the "Pooling and Servicing
Agreement") among the Trust Administrator, the Seller, the Master Servicer and
Firstar Trust Company, as Trustee.
( ) Promissory Note dated --------------, 199--, in the original principal sum
of $-----------, made by --------------------, payable to, or endorsed to
the order of, the Trustee.
( ) Mortgage recorded on --------------------- as instrument no.
-------------- in the County Recorder's Office of the County of
--------------------, State of ----------------------- in book/reel/docket
-------------------- of official records at page/image ------------.
( ) Deed of Trust recorded on -------------------- as instrument no.
----------------- in the County Recorder's Office of the County of
-------------------, State of ----------------- in book/reel/docket
-------------------- of official records at page/image ------------.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
------------------------------ as instrument no. -------------- in the
County Recorder's Office of the County of ----------------------, State of
--------------------- in book/reel/docket -------------------- of official
records at page/image ------------.
( ) Other documents, including any amendments, assignments or other assumptions
of the Mortgage Note or Mortgage.
( )
---------------------------------------------
( )
---------------------------------------------
( )
---------------------------------------------
( )
---------------------------------------------
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trustee when
the need therefor no longer exists, unless the Mortgage Loan relating to
the Documents has been liquidated and the proceeds thereof have been
remitted to the Certificate Account and except as expressly provided in the
Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trustee, and the
Master Servicer shall keep the Documents and any proceeds separate and
distinct from all other property in the Master Servicer's possession,
custody or control.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
---------------------------
Title:
------------------------
Date: , 19
---------------- --
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4)
OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, AND FOR NON-ERISA INVESTORS
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the "Purchaser"),
a [description of type of entity] duly organized and existing under the laws of
the [State of ----------] [United States], on behalf of which he makes this
affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as amended
(the "Code"), or an ERISA Prohibited Holder, and will not be a "disqualified
organization" or an ERISA Prohibited Holder, as of [date of transfer], and that
the Purchaser is not acquiring Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1996-5, Class [A-R][A-LR] Certificate (the
"Class [A-R][A-LR] Certificate") for the account of, or as agent (including a
broker, nominee, or other middleman) for, any person or entity from which it has
not received an affidavit substantially in the form of this affidavit. For these
purposes, a "disqualified organization" means the United States, any state or
political subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the foregoing (other than
an instrumentality if all of its activities are subject to tax and a majority of
its board of directors is not selected by such governmental entity), any
cooperative organization furnishing electric energy or providing telephone
service to persons in rural areas as described in Code Section 1381(a)(2)(C), or
any organization (other than a farmers' cooperative described in Code Section
521) that is exempt from taxation under the Code unless such organization is
subject to the tax on unrelated business income imposed by Code Section 511. For
these purposes, an "ERISA Prohibited Holder" means an employee benefit plan
subject to the fiduciary provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and/or Code Section 4975 or any governmental
plan, as defined in Section 3(32) of ERISA, subject to any federal, state or
local law which is, to a material extent, similar to the foregoing provisions of
ERISA or the Code (collectively, a "Plan") or a Person investing the assets of
such a Plan.
4. That the Purchaser historically has paid its debts as they have come due
and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class [A-R][A-LR] Certificate
as they become due.
5. That the Purchaser understands that it may incur tax liabilities with
respect to the Class [A-R][A-LR] Certificate in excess of cash flows generated
by the Class [A-R][A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R][A-LR] Certificate
to any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
Person that holds the Class [A-R][A-LR] Certificate in connection with the
conduct of a trade or business within the United States and has furnished the
transferor and the Trust Administrator with an effective Internal Revenue
Service Form 4224 or successor form at the time and in the manner required by
the Code or (iii) is a Non-U.S. Person that has delivered to both the transferor
and the Trust Administrator an opinion of a nationally recognized tax counsel to
the effect that the transfer of the Class [A-R][A-LR] Certificate to it is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Class [A-R][A-LR] Certificate will not
be disregarded for federal income tax purposes. "Non-U.S. Person" means an
individual, corporation, partnership or other person other than a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, an estate that is subject to U.S. federal income tax
regardless of the source of its income or a trust if (i) for taxable years
beginning after December 31, 1996 (or after August 20, 1996, if the trustee has
made an applicable election), a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more United States fiduciaries have the authority to control all substantial
decisions of such trust or (ii) for all other taxable years, such trust is
subject to U.S. federal income tax regardless of the source of its income.
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [A-R][A-LR] Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master Servicer as
its agent to act as "tax matters person" of the [Upper-Tier REMIC] [Lower-Tier
REMIC] pursuant to Section 3.01 of the Pooling and Servicing Agreement, and if
such designation is not permitted by the Code and applicable law, to act as tax
matters person if requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this --- day of ------------, 19 --.
[NAME OF PURCHASER]
By:--------------------------
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer], of the Purchaser, and acknowledged to me that he
[she] executed the same as his [her] free act and deed and the free act and deed
of the Purchaser.
Subscribed and sworn before me this day of , 19 .
-- ------------ --
- -----------------------------
NOTARY PUBLIC
COUNTY OF
--------------------
STATE OF
---------------------
My commission expires the day of , 19 .
-- ------------ --
<PAGE>
EXHIBIT I
[Letter from Transferor of Class [A-R][A-LR] Certificate]
[Date]
First Union National Bank of North Carolina
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1996-5, Class [A-R][A-LR]
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has
no actual knowledge that such affidavit is not true and has no reason to know
that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-5
CLASS [A-16][B-3][B-4][B-5] CERTIFICATES
TRANSFEREE'S LETTER
----------------- --, ----
First Union National Bank of North Carolina
230 South Tryon Street
Charlotte, North Carolina 28288
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 1996-5, Class
[A-16][B-3][B-4][B-5] Certificates (the "Class [A-16][B-3][B-4][B-5]
Certificates") in the principal amount of $-----------. In doing so, the
Purchaser hereby acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of October 30, 1996 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller ("NASCOR"),
Norwest Bank Minnesota, National Association, as master servicer (the "Master
Servicer"), First Union National Bank of North Carolina, as trust administrator
(the "Trust Administrator") and Firstar Trust Company, as trustee (the
"Trustee"), of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-5.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to NASCOR, the
Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is
organized, is authorized to invest in the Class [A-16][B-3][B-4][B-5]
Certificates, and to enter into this Agreement, and duly executed and
delivered this Agreement.
(b) The Purchaser is acquiring the Class [A-16][B-3][B-4][B-5]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business matters and
is capable of evaluating the merits and risks of an investment in the Class
[A-16][B-3][B-4][B-5] Certificates; the Purchaser has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Purchaser is able to bear the
economic risk of an investment in the Class [A-16][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 October ---, 1996, relating
to the Class [A-16][B-3][B-4][B-5] Certificates and reviewed, to the extent
it deemed appropriate, the documents attached thereto or incorporated by
reference therein, (b) it has had the opportunity to ask questions of, and
receive answers from NASCOR concerning the Class [A-16][B-3][B-4][B-5]
Certificates and all matters relating thereto, and obtain any additional
information (including documents) relevant to its decision to purchase the
Class [A-16][B-3][B-4][B-5] Certificates that NASCOR possesses or can
possess without unreasonable effort or expense and (c) it has undertaken
its own independent analysis of the investment in the Class
[A-16][B-3][B-4][B-5] Certificates. The Purchaser will not use or disclose
any information it receives in connection with its purchase of the Class
[A-16][B-3][B-4][B-5] Certificates other than in connection with a
subsequent sale of Class [A-16][B-3][B-4][B-5] Certificates.
(e) [For Class B Certificates] Either (i) the Purchaser is not an
employee benefit plan subject to the fiduciary responsibility provisions of
the Employee Retirement Income Security Act of 1974, as amended, ("ERISA")
or Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code") or any governmental plan, as defined in Section 3(32) of ERISA
subject to any federal, state or local law ("Similar Law") which is, to a
material extent, similar to the foregoing provisions of ERISA or the Code
(collectively, a "Plan"), an agent acting on behalf of a Plan, or a person
utilizing the assets of a Plan or (ii) if the Purchaser is an insurance
company, the source of funds used to purchase the Class B Certificate is an
"insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed.
Reg. 35925 (July 12, 1995) and there is no Plan with respect to which the
amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans
maintained by the same employer (or affiliate thereof as defined in Section
V(a)(1) of PTE 95-60) or by the same employee organization 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 Trust Administrator of the Trust Estate. A
Benefit Plan Opinion is an opinion of counsel to the effect that the
proposed transfer will not (a) cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the fiduciary responsibility
provisions of ERISA or the prohibited transaction provisions of the Code or
Similar Law, (b) give rise to a fiduciary duty under ERISA, Section 4975 of
the Code or Similar Law on the part of NASCOR, the Master Servicer or the
Trust Administrator with respect to any Plan or (c) constitute a prohibited
transaction under ERISA or Section 4975 of the Code or Similar Law.
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the
Board of Governors of the Federal Reserve System ("FRB"), the Federal
Deposit Insurance Corporation ("FDIC"), the Office of Thrift Supervision
("OTS") or the National Credit Union Administration ("NCUA"), the Purchaser
has reviewed the "Supervisory Policy Statement on Securities Activities"
dated January 28, 1992 of the Federal Financial Institutions Examination
Council and the April 15, 1994 Interim Revision thereto as adopted by the
OCC, FRB, FDIC, OTS and NCUA (with modifications as applicable), as
appropriate, other applicable investment authority, rules, supervisory
policies and guidelines of these agencies and, to the extent appropriate,
state banking authorities and has concluded that its purchase of the Class
[A-16][B-3][B-4][B-5] Certificates is in compliance therewith.
Section 3. Transfer of Class [A-16][B-3][B-4][B-5] Certificates.
(a) The Purchaser understands that the Class [A-16][B-3][B-4][B-5]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless
the Class [A-16][B-3][B-4][B-5] Certificates are registered under the Act
and applicable state law or unless an exemption from registration is
available. The Purchaser further understands that neither NASCOR, the
Master Servicer nor the Trust Administrator is under any obligation to
register the Class [A-16][B-3][B-4][B-5] Certificates or make an exemption
available. In the event that such a transfer is to be made in reliance upon
an exemption from the Act or applicable state securities laws, (i) the
Trust Administrator shall require, in order to assure compliance with such
laws, that the Certificateholder's prospective transferee certify to NASCOR
and the Trust Administrator as to the factual basis for the registration or
qualification exemption relied upon, and (ii) unless the transferee is a
"Qualified Institutional Buyer" within the meaning of Rule 144A of the Act,
the Trust Administrator or NASCOR may, if such transfer is made within
three years from the later of (a) the Closing Date or (b) the last date on
which NASCOR or any affiliate thereof was a holder of the Certificates
proposed to be transferred, require an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act and state
securities laws, which Opinion of Counsel shall not be an expense of the
Trust Administrator, the Master Servicer or NASCOR. Any such
Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Trust Administrator, the Master
Servicer, any Paying Agent acting on behalf of the Trust Administrator and
NASCOR against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.
(b) No transfer of a Class [A-16][B-3][B-4][B-5] Certificate shall be
made unless the transferee provides NASCOR and the Trust Administrator with
a Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [A-16][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 1996-5
CLASS [M] [B-1] [B-2] CERTIFICATES
TRANSFEREE'S LETTER
---------------- --, ----
First Union National Bank of North Carolina
230 South Tryon Street
Charlotte, North Carolina 28288
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 1996-5, Class
[M] [B-1] [B-2] Certificates (the "Class [M] [B-1] [B-2] Certificates") in the
principal amount of $-----------. In doing so, the Purchaser hereby acknowledges
and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of October 30, 1996 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller ("NASCOR"),
Norwest Bank Minnesota, National Association, as master servicer (the "Master
Servicer"), First Union National Bank of North Carolina, as trust administrator
(the "Trust Administrator"), and Firstar Trust Company, as trustee (the
"Trustee") of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-5.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to the NASCOR,
the Master Servicer and the Trust Administrator that:
Either (i) the Purchaser is not an employee benefit plan 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, exceed 10% of the total of all
reserves and liabilities of such general account (as such amounts are
determined under Section I(a) of PTE 95-60) at the date of acquisition or
(iii) the Purchaser has provided a "Benefit Plan Opinion" satisfactory to
NASCOR and the Trust Administrator of the Trust Estate. A Benefit Plan
Opinion is an opinion of counsel to the effect that the proposed transfer
will not (a) cause the assets of the Trust Estate to be regarded as "plan
assets" and subject to the fiduciary responsibility provisions of ERISA or
the prohibited transaction provisions of the Code or Similar Law, (b) give
rise to a fiduciary duty under ERISA, Section 4975 of the Code or Similar
Law on the part of NASCOR, the Master Servicer, the Trust Administrator 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 be validly
executed by its duly authorized representative as of the day and the year first
above written.
[PURCHASER]
By:
------------------------------
Its:
-----------------------------
[Reserved]
<PAGE>
EXHIBIT L
Cimarron Mortgage Servicing Agreement
Citicorp Mortgage, Inc. Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
HomeSide Lending Servicing Agreement
Suntrust Mortgage, Inc. Servicing Agreement
National City Mortgage Co. Servicing Agreement
BankAmerica Mortgage Servicing Agreement
First Bank National Association Servicing Agreement
Norwest Mortgage, Inc. Servicing Agreement
<PAGE>
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of ---------------, between Norwest Bank Minnesota,
National Association (the "Company" and "Norwest Bank") ------------ and (the
"Purchaser").
PRELIMINARY STATEMENT
---------------------- is the holder of the entire interest in Norwest
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1996-5,
Class ---- (the "Class B Certificates"). The Class B Certificates were issued
pursuant to a Pooling and Servicing Agreement dated as of October 30, 1996 among
Norwest Asset Securities Corporation, as Seller ("NASCOR"), Norwest Bank
Minnesota, National Association, as Master Servicer, First Union National Bank
of North Carolina, as Trust Administrator and Firstar Trust Company, as Trustee.
---------------------- intends to resell all of the Class B Certificates
directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the
Company will cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreements, the related servicers (each
a related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to Section
3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
P-1 by Moody's Investors Service, Inc. ("Moody's") or (vi) demand and time
deposits in, certificates of deposit of, any depository institution or trust
company (which may be an affiliate of the Company) incorporated under the laws
of the United States of America or any state thereof and subject to supervision
and examination by federal and/or state banking authorities, so long as at the
time of such investment either (x) the long-term debt obligations of such
depository institution or trust company have a rating of at least Aa2 by Moody's
or AA by S&P, (y) the certificate of deposit or other unsecured short-term debt
obligations of such depository institution or trust company have a rating of at
least P-1 by Moody's or A-1 by S&P or (z) the depository institution or trust
company is one that is acceptable to either Moody's or S&P and, for each of the
preceding clauses (i), (iv), (v) and (vi), the maturity thereof shall be not
later than the earlier to occur of (A) 30 days from the date of the related
investment and (B) the next succeeding Distribution Date as defined in the
related Pooling and Servicing Agreement.
Commencement of Foreclosure: The first official action required under local
law in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, posting, the publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above, (y) the acceptance of a deed-in-lieu of
foreclosure (whether in connection with a sale of the related property or
otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing advances
including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.02(e)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Company as Master Servicer shall provide to the Purchaser the following
notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days or
more delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing
Agreement, the related Servicer to provide the Purchaser with a notice
(sent by telecopier) of such proposed and imminent foreclosure, stating the
loan number and the aggregate amount owing under the Mortgage Loan. Such
notice may be provided to the Purchaser in the form of a copy of a referral
letter from such Servicer to an attorney requesting the institution of
foreclosure.
(b) If requested by the Purchaser, the Company shall cause, to the extent
that the Company as Master Servicer is granted such authority in the related
Servicing Agreement, the related Servicer to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause, to the extent
that the Company as Master Servicer is granted such authority in the related
Servicing Agreement, the related Servicer to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the Company to cause (to the
extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In such latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a notice
under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser may
elect to instruct the Company to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to delay the Commencement of Foreclosure until such time as the
Purchaser determines that the related Servicer may proceed with the Commencement
of Foreclosure. Such election must be evidenced by written notice received
within 24 hours (exclusive of any intervening non-Business Days) of transmission
of the notice provided by the Company under Section 2.01(a)(ii). Such 24 hour
period shall be extended for no longer than an additional four Business Days
after the receipt of the information if the Purchaser requests additional
information related to such foreclosure; provided, however, that the Purchaser
will have at least one Business Day to respond to any requested additional
information. Any such additional information shall (i) be provided only to the
extent it is not confidential in nature and (ii) be 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 1996-5. 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,
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Attention:
Section 4.05. Severability of Provisions.
If any one or more of the covenants, agreements, provision or terms of this
Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06. Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
Section 4.07. Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Confidentiality.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09. Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company, NASCOR,
and each Servicer and each person who controls the Company, NASCOR, or a
Servicer and each of their respective officers, directors, affiliates and agents
acting at the Company's, NASCOR's, or a Servicer's direction (the "Indemnified
Parties") against any and all losses, claims, damages or liabilities to which
they may be subject, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of, or are based upon, actions taken by,
or actions not taken by, the Company, NASCOR, or a Servicer, or on their behalf,
in accordance with the provisions of this Agreement and (i) which actions
conflict with the Company's, NASCOR's, or a Servicer's obligations under the
Pooling and Servicing Agreement or the related Servicing Agreement, or (ii) give
rise to securities law liability under federal or state securities laws with
respect to the Certificates. The Purchaser hereby agrees to reimburse the
Indemnified Parties for the reasonable legal or other expenses incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action. The indemnification obligations of the Purchaser hereunder
shall survive the termination or expiration of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized, all
as of the day and year first above written.
Norwest Bank Minnesota, National
Association
By:
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Name:
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Title:
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By:
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Name:
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Title:
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