<PAGE>
PROSPECTUS SUPPLEMENT
(to Prospectus dated November 18, 1996)
[LOGO]
$124,197,512 (APPROXIMATE)
NORWEST ASSET SECURITIES CORPORATION ("NASCOR")
SELLER
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-8
PRINCIPAL AND INTEREST PAYABLE MONTHLY, COMMENCING IN DECEMBER 1996
------------------------
The Series 1996-8 Mortgage Pass-Through Certificates (the "Series 1996-8
Certificates") will consist of one class of senior certificates (the "Class A
Certificates") and two classes of subordinated certificates (the "Class M
Certificates" and the "Class B Certificates," respectively, and together, the
"Subordinated Certificates"). The Class A Certificates are entitled to a certain
priority, relative to the Class M and Class B Certificates, in right of
distributions on the Mortgage Loans. As between the Class M Certificates and the
Class B Certificates, the Class M Certificates are entitled to a certain
priority in right of distributions on the Mortgage Loans. The Class A
Certificates will consist of ten subclasses of Certificates designated as the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-PO, Class A-R and Class A-LR Certificates. The Class M Certificates will
not be divided into subclasses. The Class B Certificates will consist of five
subclasses of Certificates designated as the Class B-1, Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates. Each subclass of Class A and Class B
Certificates is referred to herein as a "Subclass." The Class A Certificates,
the Class M Certificates and the Class B-1 and Class B-2 Certificates are the
only Series 1996-8 Certificates being offered hereby and are referred to herein
collectively as the "Offered Certificates." The Class B-1 and Class B-2
Certificates are referred to herein collectively as the "Offered Class B
Certificates."
(CONTINUED ON NEXT PAGE)
------------------------------
THESE SECURITIES DO NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF NORWEST ASSET
SECURITIES CORPORATION OR ANY AFFILIATE THEREOF. NEITHER THESE SECURITIES NOR
THE UNDERLYING MORTGAGE LOANS WILL BE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
INITIAL SUBCLASS OR INITIAL SUBCLASS OR
SUBCLASS OR CLASS PASS-THROUGH SUBCLASS OR CLASS PASS-THROUGH
CLASS DESIGNATION PRINCIPAL BALANCE (1) RATE CLASS DESIGNATION PRINCIPAL BALANCE (1) RATE
<S> <C> <C> <C> <C> <C>
Class A-1........ $ 82,178,834 7.00% Class A-PO....... $ 544,512 (5)
Class A-2........ $ 6,249,000 7.00% Class A-R........ $ 100 7.50%
Class A-3........ $ 888,000 7.50% Class A-LR....... $ 100 7.50%
Class A-4........ $ 444,000 6.00% Class M.......... $ 1,251,000 7.50%
Class A-5........ $ 17,951,966 (2) Class B-1........ $ 1,564,000 7.50%
Class A-6........ (3) (4) Class B-2........ $ 626,000 7.50%
Class A-7........ $ 12,500,000 7.50%
</TABLE>
(1) Approximate. The initial Subclass or Class Principal Balances are subject to
adjustment as described herein.
(2) During the initial LIBOR Based Interest Accrual Period, interest will accrue
on the Class A-5 Certificates at the rate of 5.825% per annum. During each
LIBOR Based Interest Accrual Period thereafter, interest will accrue on the
Class A-5 Certificates at a per annum rate equal to the lesser of (i) 0.45%
plus the arithmetic mean of the London interbank offered rate quotations for
one-month Eurodollar deposits ("LIBOR") determined monthly as set forth in
this Prospectus Supplement and (ii) 10.0%. See "Description of Certificates
-- Interest" herein.
(3) The Class A-6 Certificates are interest-only certificates, have no principal
balance and will bear interest on the Class A-6 Notional Amount (initially,
approximately $17,951,966) as described herein under "Description of
Certificates -- Interest."
(4) During the initial LIBOR Based Interest Accrual Period, interest will accrue
on the Class A-6 Notional Amount at the rate of 4.175% per annum. During
each LIBOR Based Interest Accrual Period thereafter, interest will accrue on
the Class A-6 Notional Amount at a per annum rate, subject to a minimum rate
of 0.00% and a maximum rate of 9.55%, equal to 9.55% minus LIBOR. See
"Description of Certificates -- Interest" herein.
(5) The Class A-PO Certificates are principal-only certificates and will not be
entitled to distributions in respect of interest.
PROSPECTIVE INVESTORS IN THE OFFERED CERTIFICATES SHOULD CONSIDER THE FACTORS
DISCUSSED UNDER "RISK FACTORS" IN THIS PROSPECTUS SUPPLEMENT ON PAGE S-30 AND IN
THE PROSPECTUS ON PAGE 13.
---------------------
The Offered Certificates, other than the Class A-PO Certificates, will be
purchased by Salomon Brothers Inc ("Salomon Brothers") from the Seller and will
be offered by Salomon Brothers from time to time to the public in negotiated
transactions or otherwise at varying prices to be determined, in each case, at
the time of sale. The Class A-PO Certificates will be purchased by Donaldson,
Lufkin & Jenrette Securities Corporation ("DLJ," and together with Salomon
Brothers, the "Underwriters") from the Seller and will be offered by DLJ from
time to time to the public in negotiated transactions or otherwise at varying
prices to be determined, in each case, at the time of sale. Proceeds to the
Seller are expected to be approximately 99.32% of the aggregate initial
principal balance of the Class A Certificates (other than the Class A-PO
Certificates), approximately 66.00% of the aggregate initial principal balance
of the Class A-PO Certificates, approximately 98.49% of the aggregate initial
principal balance of the Class M Certificates, approximately 97.70% of the
aggregate initial principal balance of the Class B-1 Certificates and
approximately 94.80% of the aggregate initial principal balance of the Class B-2
Certificates, plus, in each case, other than the case of the Class A-PO
Certificates, accrued interest thereon at the rate of 7.50% per annum, from
November 1, 1996 to (but not including) November 26, 1996, before deducting
expenses payable by the Seller estimated to be $245,000. The price to be paid to
the Seller by Salomon Brothers for the Subclasses of Class A Certificates
purchased by it has not been allocated among such Subclasses. See "Underwriting"
herein.
The Offered Certificates purchased by each Underwriter are offered by such
Underwriter subject to prior sale, when, as and if accepted by such Underwriter
and subject to certain conditions. It is expected that the Offered Certificates
will be available for delivery through the facilities of The Depository Trust
Company or, in the case of the Class A-6, Class A-R, Class A-LR, Class M, Class
B-1 and Class B-2 Certificates, at the offices of Salomon Brothers Inc, Seven
World Trade Center, New York, New York 10048, and in the case of the Class A-PO
Certificates, at the offices of Donaldson, Lufkin & Jenrette Securities
Corporation, New York, New York, in each case on or about November 26, 1996.
SALOMON BROTHERS INC DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
The date of this Prospectus Supplement is November 18, 1996.
<PAGE>
(CONTINUED FROM PREVIOUS PAGE)
The credit enhancement for the Series 1996-8 Certificates is provided
through the use of a "shifting interest" type subordination, which has the
effect of allocating all or a disproportionate amount of principal prepayments
and other unscheduled receipts of principal to the Class A Certificates (other
than the Class A-PO Certificates) in the aggregate for at least nine years
beginning on the first Distribution Date. See "Summary Information -- Credit
Enhancement " and "-- Effects of Prepayments on Investment Expectations,"
"Description of the Certificates" and "Prepayment and Yield Considerations"
herein.
The Series 1996-8 Certificates will evidence in the aggregate the entire
beneficial ownership interest in a trust fund (the "Trust Estate") established
by Norwest Asset Securities Corporation (the "Seller" or "NASCOR") and
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, one- to four-family, residential first mortgage loans having
original terms to stated maturity of approximately 30 years, with the exception
of one mortgage loan having an original term to stated maturity of approximately
20 years (the "Mortgage Loans"), other than the Fixed Retained Yield described
herein, together with certain related property. Certain of the Mortgage Loans
may be secured primarily by shares issued by cooperative housing corporations.
The Mortgage Loans will consist of mortgage loans originated in connection with
the relocation of employees of various corporate employers that participated in
the relocation programs of either The Prudential Home Mortgage Company, Inc.
("PHMC") or Norwest Mortgage, Inc. ("Norwest Mortgage") and of employees of
various non-participant employers ("Relocation Mortgage Loans"). The servicing
of the Mortgage Loans will be performed by various servicers identified herein
(each, a "Servicer"), including Norwest Mortgage, an affiliate of both the
Seller and Norwest Bank Minnesota, National Association ("Norwest Bank"), and
will be supervised by Norwest Bank (in such capacity, the "Master Servicer").
The Mortgage Loans will be acquired by the Seller on the date of issuance of the
Series 1996-8 Certificates from Norwest Mortgage, and will have been originated
by Norwest Mortgage or acquired by Norwest Mortgage from PHMC or various other
entities (each such other entity, a "Norwest Mortgage Correspondent"). The
Mortgage Loans not originated by Norwest Mortgage or acquired from PHMC were
originated by the Norwest Mortgage Correspondents or acquired by the Norwest
Mortgage Correspondents pursuant to mortgage loan purchase programs operated by
such Norwest Mortgage Correspondents. See "Description of the Mortgage Loans"
herein. The Class A Certificates will initially evidence in the aggregate an
approximate 96.50% undivided interest in the principal balance of the Mortgage
Loans. The Class M Certificates will initially evidence in the aggregate an
approximate 1.00% undivided interest in the principal balance of the Mortgage
Loans. The Class B-1 Certificates will initially evidence in the aggregate an
approximate 1.25% undivided interest in the principal balance of the Mortgage
Loans. The Class B-2 Certificates will initially evidence in the aggregate an
approximate 0.50% undivided interest in the principal balance of the Mortgage
Loans. The remaining approximate 0.75% undivided interest in the principal
balance of the Mortgage Loans will be evidenced by the Class B-3, Class B-4 and
Class B-5 Certificates.
Distributions in respect of interest and principal will be made on the 25th
day of each month or, if such day is not a business day, on the succeeding
business day (each a "Distribution Date"), commencing in December 1996, to the
holders of Offered Certificates, as described herein. The amount of interest
accrued on any Subclass or Class of Offered Certificates (other than the Class
A-PO Certificates) will be reduced by certain prepayment interest shortfalls and
certain other shortfalls in the collection of interest from mortgagors, as well
as certain losses, as described herein under "Description of the Certificates --
Interest." The Class A-PO Certificates are principal-only certificates and will
not be entitled to distributions of interest. On any Distribution Date, the
holders of the Class M Certificates will receive distributions of interest only
if the holders of the Class A Certificates have received all amounts due them
(other than the Class A-PO Deferred Amount) on such date. Distributions of
principal to holders of the Class M Certificates will be made only after the
holders of the Class A Certificates have received all distributions to which
they are entitled (including, in the case of the Class A-PO Certificates, the
Class A-PO Deferred Amount) and the holders of the Class M Certificates have
received the amount of interest due them with respect to such Distribution Date.
On any Distribution Date, the holders of a Subclass of Class B Certificates will
receive distributions of interest only if the holders of the Class A
Certificates and the Class M Certificates and each Subclass of Class B
Certificates with a lower numerical designation have received all amounts of
interest and of principal (other than the Class A-PO Deferred Amount) to which
they are entitled on such date. Distributions of principal to holders of a
Subclass of Class B Certificates will be made only after the holders of the
Class A Certificates, the Class M Certificates and each Subclass of Class B
Certificates with a lower numerical designation have received all distributions
to which they are entitled (including in the case of the Class A-PO
Certificates, the Class A-PO Deferred Amount) and
S-2
<PAGE>
(CONTINUED FROM PREVIOUS PAGE)
such Subclass of Class B Certificates has received the amount of interest due
with respect to such Distribution Date. Distributions in reduction of the
principal balance of the Class A Certificates on any Distribution Date will be
allocated among the Subclasses of the Class A Certificates in the manner
described herein under "Description of the Certificates -- Principal (Including
Prepayments)." Distributions to each Subclass or undivided Class of Offered
Certificates will be made pro rata among Certificateholders of such Subclass or
Class.
The Offered Certificates may not be an appropriate investment for individual
investors who do not have sufficient resources or expertise to evaluate the
particular characteristics of the applicable Subclass or Class of Offered
Certificates. This may be the case because:
- The yield to maturity of Offered Certificates purchased at a price other
than par will be sensitive to the uncertain rate and timing of principal
prepayments on the Mortgage Loans;
- The rate of principal distributions on, and the weighted average life of,
the Offered Certificates will be sensitive to the uncertain rate and
timing of principal prepayments on the Mortgage Loans, and as such the
Offered Certificates may be inappropriate investments for an investor
requiring a distribution of a particular amount of principal on a specific
date or an otherwise predictable stream of distributions;
- There can be no assurance that an investor will be able to reinvest
amounts distributed in respect of principal on an Offered Certificate
(which, in general, are expected to be greater during periods of
relatively low interest rates) at a rate at least as high as the
Pass-Through Rate applicable thereto;
- As discussed below, there can be no assurance that a secondary market for
the Offered Certificates will develop or provide Certificateholders with
liquidity of investment; and
- The Offered Certificates are subject to the further risks and other
special considerations discussed herein and in the Prospectus under the
heading "Risk Factors."
THE YIELD TO MATURITY OF THE OFFERED CERTIFICATES WILL BE SENSITIVE IN
VARYING DEGREES TO THE RATE AND TIMING OF PRINCIPAL PAYMENTS (INCLUDING
PREPAYMENTS, WHICH MAY BE MADE AT ANY TIME WITHOUT PENALTY) ON THE MORTGAGE
LOANS. INVESTORS IN THE OFFERED CERTIFICATES SHOULD CONSIDER THE ASSOCIATED
RISKS, INCLUDING, IN THE CASE OF OFFERED CERTIFICATES PURCHASED AT A DISCOUNT,
PARTICULARLY THE CLASS A-PO CERTIFICATES, THE RISK THAT A SLOWER THAN
ANTICIPATED RATE OF PAYMENTS IN RESPECT OF PRINCIPAL (INCLUDING PREPAYMENTS) ON
THE MORTGAGE LOANS, OR IN THE CASE OF THE CLASS A-PO CERTIFICATES, ON THE
DISCOUNT MORTGAGE LOANS, COULD RESULT IN AN ACTUAL YIELD THAT IS LOWER THAN
ANTICIPATED AND, IN THE CASE OF OFFERED CERTIFICATES PURCHASED AT A PREMIUM, AND
IN THE CASE OF THE CLASS A-6 CERTIFICATES, WHICH HAVE NO PRINCIPAL BALANCE, THAT
A FASTER THAN ANTICIPATED RATE OF PAYMENTS IN RESPECT OF PRINCIPAL (INCLUDING
PREPAYMENTS) ON THE MORTGAGE LOANS COULD RESULT IN AN ACTUAL YIELD THAT IS LOWER
THAN ANTICIPATED FOR INVESTORS PURCHASING OFFERED CERTIFICATES AT A PREMIUM.
INVESTORS PURCHASING OFFERED CERTIFICATES AT A PREMIUM AND INVESTORS PURCHASING
ANY CLASS A-6 CERTIFICATES SHOULD ALSO CONSIDER THE RISK THAT A RAPID RATE OF
PAYMENTS IN RESPECT OF PRINCIPAL (INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS
COULD RESULT IN THE FAILURE OF SUCH INVESTORS TO FULLY RECOVER THEIR INITIAL
INVESTMENTS. THE YIELD TO INVESTORS IN THE CLASS A-6 CERTIFICATES WILL BE HIGHLY
SENSITIVE TO LIBOR SUCH THAT RELATIVELY SMALL INCREASES IN LIBOR WILL HAVE A
NEGATIVE EFFECT ON THE YIELD TO INVESTORS IN THE CLASS A-6 CERTIFICATES AND
COULD RESULT IN THE FAILURE OF SUCH INVESTORS TO FULLY RECOVER THEIR INITIAL
INVESTMENT. THE YIELD TO INVESTORS IN THE CLASS A-PO CERTIFICATES WILL BE
SENSITIVE TO THE RATE OF PRINCIPAL PAYMENTS OF THOSE MORTGAGE LOANS WITH NET
MORTGAGE INTEREST RATES LESS THAN 7.50% (THE "DISCOUNT MORTGAGE LOANS"). THE
YIELD TO MATURITY OF THE CLASS M CERTIFICATES WILL BE MORE SENSITIVE THAN THAT
OF THE CLASS A CERTIFICATES TO THE AMOUNT AND TIMING OF LOSSES DUE TO
LIQUIDATIONS OF THE MORTGAGE LOANS IN THE EVENT THAT THE CLASS B PRINCIPAL
BALANCE HAS BEEN REDUCED TO ZERO. THE YIELD TO MATURITY OF EACH SUBCLASS OF
OFFERED CLASS B CERTIFICATES WILL BE MORE SENSITIVE THAN THAT OF THE CLASS A
CERTIFICATES, THE CLASS M CERTIFICATES AND, IN THE CASE OF THE CLASS B-2
CERTIFICATES, THE CLASS B-1 CERTIFICATES, TO THE AMOUNT AND TIMING OF LOSSES DUE
TO LIQUIDATIONS OF THE MORTGAGE LOANS IN THE EVENT THAT THE PRINCIPAL BALANCES
OF THE SUBCLASSES OF CLASS B CERTIFICATES WITH HIGHER NUMERICAL DESIGNATIONS
HAVE BEEN REDUCED TO ZERO. SEE "DESCRIPTION OF THE CERTIFICATES -- INTEREST,"
"-- PRINCIPAL (INCLUDING PREPAYMENTS)" AND "-- SUBORDINATION OF CLASS M AND
CLASS B CERTIFICATES" HEREIN AND "PREPAYMENT AND YIELD CONSIDERATIONS" HEREIN
AND IN THE PROSPECTUS.
S-3
<PAGE>
(CONTINUED FROM PREVIOUS PAGE)
The Offered Certificates, other than the Class A-6, Class A-PO, Class A-R,
Class A-LR, Class M and Offered Class B Certificates, will be issued only in
book-entry form (the "Book-Entry Certificates"), and purchasers thereof will not
be entitled to receive definitive certificates except in the limited
circumstances set forth herein. The Book-Entry Certificates will be registered
in the name of Cede & Co., as nominee of The Depository Trust Company, which
will be the "holder" or "Certificateholder" of such Certificates, as such terms
are used herein. See "Description of the Certificates" herein.
Each Subclass and Class of Offered Certificates is offered in the minimum
denominations described herein under "Summary Information -- Forms of
Certificates; Denominations." It is intended that the Offered Certificates not
be directly or indirectly held or beneficially owned in amounts lower than such
minimum denominations.
There is currently no secondary market for the Offered Certificates and
there can be no assurance that a secondary market will develop or, if such a
market does develop, that it will provide Certificateholders with liquidity of
investment at any particular time or for the life of the Offered Certificates.
Each Underwriter intends to act as a market maker in the Offered Certificates
purchased by such Underwriter, subject to applicable provisions of federal and
state securities laws and other regulatory requirements, but is under no
obligation to do so and any such market making may be discontinued at any time.
There can be no assurance that any investor will be able to sell an Offered
Certificate at a price equal to or greater than the price at which such
Certificate was purchased. THE CLASS M AND OFFERED CLASS B CERTIFICATES MAY NOT
BE TRANSFERRED UNLESS THE TRANSFEREE HAS DELIVERED (I) A REPRESENTATION LETTER
TO THE TRUSTEE AND THE SELLER 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 HEREIN, THAT
THE SOURCE OF FUNDS USED TO PURCHASE THE CLASS M OR OFFERED CLASS B CERTIFICATES
IS AN "INSURANCE COMPANY GENERAL ACCOUNT" OR (II) AN OPINION OF COUNSEL AS
PROVIDED IN THIS PROSPECTUS SUPPLEMENT. IN ADDITION, THE CLASS A-R AND CLASS
A-LR CERTIFICATES MAY NOT BE PURCHASED BY OR TRANSFERRED TO (I) A "DISQUALIFIED
ORGANIZATION," (II) EXCEPT UNDER CERTAIN LIMITED CIRCUMSTANCES, A PERSON WHO IS
NOT A "U.S. PERSON," (III) A PLAN OR (IV) ANY PERSON OR ENTITY WHO THE
TRANSFEROR KNOWS OR HAS REASON TO KNOW WILL BE UNWILLING OR UNABLE TO PAY WHEN
DUE FEDERAL, STATE OR LOCAL TAXES WITH RESPECT THERETO. See "ERISA
Considerations" and "Description of the Certificates -- Restrictions on Transfer
of the Class A-R, Class A-LR, Class M and Offered Class B Certificates" herein
and "Certain Federal Income Tax Consequences -- Federal Income Tax Consequences
for REMIC Certificates -- Tax-Related Restrictions on Transfer of Residual
Certificates" in the Prospectus.
Elections will be made to treat the Trust Estate as two separate real estate
mortgage investment conduits (each, a "REMIC" or, in the alternative, the
"Upper-Tier REMIC" and the "Lower-Tier REMIC," respectively) for federal income
tax purposes. As described more fully herein and in the Prospectus, the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class
A-PO Certificates, the Class M Certificates and the Class B-1, Class B-2, Class
B-3, Class B-4 and Class B-5 Certificates will constitute "regular interests" in
the Upper-Tier REMIC and the Class A-R and Class A-LR Certificates will
constitute the "residual interests" in the Upper-Tier REMIC and the Lower-Tier
REMIC, respectively. PROSPECTIVE INVESTORS ARE CAUTIONED THAT THE CLASS A-R AND
CLASS A-LR CERTIFICATEHOLDERS' REMIC TAXABLE INCOME AND THE TAX LIABILITY
THEREON MAY EXCEED, AND MAY SUBSTANTIALLY EXCEED, CASH DISTRIBUTIONS TO SUCH
HOLDERS DURING CERTAIN PERIODS, IN WHICH EVENT SUCH HOLDERS MUST HAVE SUFFICIENT
ALTERNATIVE SOURCES OF FUNDS TO PAY SUCH TAX LIABILITY. See "Summary
Information -- Federal Income Tax Status" and "Federal Income Tax
Considerations" herein and "Certain Federal Income Tax Consequences -- Federal
Income Tax Consequences for REMIC Certificates" in the Prospectus.
The Class A Certificates represent ten Subclasses of a Class, the Class M
Certificates represent a Class and the Offered Class B Certificates represent
two Subclasses of a Class, all of which are part of a separate Series of
Certificates being offered by the Seller pursuant to the Prospectus dated
November 18, 1996 accompanying this Prospectus Supplement. Any prospective
investor should not purchase any Offered Certificates described herein unless it
shall have received the Prospectus and this Prospectus Supplement. The
Prospectus shall not be considered complete without this Prospectus Supplement.
The Prospectus contains important information regarding this offering which is
not contained herein, and prospective investors are urged to read, in full, the
Prospectus and this Prospectus Supplement.
S-4
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
SUMMARY INFORMATION........................... S-6
RISK FACTORS.................................. S-30
General..................................... S-30
Subordination............................... S-30
Book-Entry System for Certain Subclasses of
Class A Certificates....................... S-30
DESCRIPTION OF THE CERTIFICATES............... S-31
Denominations............................... S-31
Definitive Form............................. S-31
Book-Entry Form............................. S-31
Distributions............................... S-31
Interest.................................... S-35
Determination of LIBOR...................... S-41
Principal (Including Prepayments)........... S-42
Calculation of Amount to be Distributed to
the Class A Certificates (other than the
Class A-PO Certificates)................. S-42
Calculation of Amount to be Distributed to
the Class A-PO Certificates.............. S-45
Calculation of Amount to be Distributed to
the Class M and Class B Certificates..... S-46
Allocation of Amount to be Distributed.... S-50
Additional Rights of the Class A-R and Class
A-LR Certificateholders.................... S-51
Periodic Advances........................... S-51
Restrictions on Transfer of the Class A-R,
Class A-LR, Class M and Offered Class B
Certificates............................... S-52
Reports..................................... S-53
Subordination of Class M and Class B
Certificates............................... S-54
Allocation of Losses...................... S-55
DESCRIPTION OF THE MORTGAGE LOANS............. S-59
General..................................... S-59
Mortgage Loan Data.......................... S-63
Mandatory Repurchase or Substitution of
Mortgage Loans............................. S-65
Optional Repurchase of Defaulted Mortgage
Loans...................................... S-65
<CAPTION>
PAGE
---------
<S> <C>
DELINQUENCY AND FORECLOSURE EXPERIENCE........ S-65
PREPAYMENT AND YIELD CONSIDERATIONS........... S-69
Sensitivity of the Class A-6 Certificates... S-78
Sensitivity of the Class A-PO
Certificates............................... S-79
Historic Loss Experience of Securitized
Mortgage Loans............................. S-80
Yield Considerations with Respect to the
Class B-1 and Class B-2 Certificates....... S-81
POOLING AND SERVICING AGREEMENT............... S-84
General..................................... S-84
Distributions............................... S-84
Voting...................................... S-84
Trustee..................................... S-85
Master Servicer............................. S-85
Special Servicing Agreements................ S-85
Optional Termination........................ S-86
SERVICING OF THE MORTGAGE LOANS............... S-86
The Servicers............................... S-86
Servicer Custodial Accounts................. S-87
Unscheduled Principal Receipts.............. S-87
Anticipated Changes in Servicing............ S-88
Fixed Retained Yield; Servicing Compensation
and Payment of Expenses.................... S-89
Servicer Defaults........................... S-89
FEDERAL INCOME TAX CONSIDERATIONS............. S-90
Regular Certificates........................ S-90
Residual Certificates....................... S-91
ERISA CONSIDERATIONS.......................... S-92
LEGAL INVESTMENT.............................. S-94
SECONDARY MARKET.............................. S-94
UNDERWRITING.................................. S-94
LEGAL MATTERS................................. S-95
USE OF PROCEEDS............................... S-95
RATINGS....................................... S-95
INDEX OF SIGNIFICANT PROSPECTUS SUPPLEMENT
DEFINITIONS.................................. S-97
</TABLE>
S-5
<PAGE>
SUMMARY INFORMATION
THE FOLLOWING IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS SUPPLEMENT AND IN THE
ACCOMPANYING PROSPECTUS (THE "PROSPECTUS"). CAPITALIZED TERMS USED IN THIS
PROSPECTUS SUPPLEMENT AND NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS
ASSIGNED IN THE PROSPECTUS. SEE "INDEX OF SIGNIFICANT PROSPECTUS SUPPLEMENT
DEFINITIONS" HEREIN AND "INDEX OF SIGNIFICANT DEFINITIONS" IN THE PROSPECTUS.
<TABLE>
<S> <C>
Title of Securities............. Mortgage Pass-Through Certificates, Series 1996-8 (the
"Series 1996-8 Certificates" or the "Certificates").
Seller.......................... Norwest Asset Securities Corporation (the "Seller"). The
Mortgage Loans will have been acquired by the Seller from
Norwest Mortgage, Inc. ("Norwest Mortgage"), an affiliate
of the Seller and the Master Servicer. The Mortgage Loans
that the Seller acquires from Norwest Mortgage will either
have been originated by Norwest Mortgage or acquired by
Norwest Mortgage, or an affiliate of Norwest Mortgage,
from The Prudential Home Mortgage Company, Inc. ("PHMC")
or various other entities (each such other entity, a
"Norwest Mortgage Correspondent"), which either originated
the Mortgage Loans or acquired the Mortgage Loans pursuant
to mortgage loan purchase programs operated by the Norwest
Mortgage Correspondents. The Mortgage Loans acquired by
Norwest Mortgage from PHMC will either have been
originated by PHMC or acquired by PHMC from various other
entities (each such other entity, a "PHMC Correspondent").
None of the Norwest Mortgage Correspondents or PHMC
Correspondents is an affiliate of Norwest Mortgage.
Servicing/Servicers............. Norwest Mortgage and one or more other Servicers (which
will be Norwest Mortgage Correspondents or PHMC Correspon-
dents) approved by the Master Servicer will provide
customary servicing functions with respect to the Mortgage
Loans pursuant to servicing agreements (each, an
"Underlying Servicing Agreement") assigned to the Trust
Estate. Among other things, the Servicers are obligated
under certain circumstances to advance delinquent payments
of principal and interest with respect to the Mortgage
Loans. Each of the Servicers will be entitled to (i) a
monthly Servicing Fee with respect to each Mortgage Loan
it services payable on each Distribution Date that is ex-
pressed as one-twelfth of 0.25% multiplied by the
scheduled principal balance of such Mortgage Loan on the
first day of the preceding month and (ii) other additional
servicing compensation described herein. See "Servicing of
the Mortgage Loans" herein and in the Prospectus.
Master Servicer................. Norwest Bank Minnesota, National Association ("Norwest
Bank" and, in its capacity as master servicer, the "Master
Servicer"). Norwest Bank is a direct, wholly owned
subsidiary of Norwest Corporation and is an affiliate of
the Seller and Norwest Mortgage. The Master Servicer will
(a) monitor certain aspects of the servicing of the
Mortgage Loans, (b) cause the Mortgage Loans to be
serviced in the event that a Servicer is terminated and a
successor Servicer is not appointed, (c) provide
</TABLE>
S-6
<PAGE>
<TABLE>
<S> <C>
administrative services with respect to the Certificates,
(d) provide certain reports to the Trustee regarding the
Mortgage Loans and the Certificates, (e) make advances, to
the extent described herein, with respect to the Mortgage
Loans if a Servicer (other than Norwest Mortgage) fails to
make a required advance and (f) make payments to cover
certain prepayment interest shortfalls. The Master
Servicer will be entitled to (i) a monthly Master
Servicing Fee with respect to each Mortgage Loan, payable
on each Distribution Date, in an amount equal to
one-twelfth of 0.02% multiplied by the scheduled principal
balance of such Mortgage Loan on the first day of the
preceding month and (ii) any interest earned on funds in
the Certificate Account. See "Description of the
Certificates -- Interest" and "The Pooling and Servicing
Agreement -- Master Servicer" herein and "Norwest Bank,"
"Servicing of the Mortgage Loans -- The Master Servicer"
and "Certain Matters Regarding the Master Servicer" in the
Prospectus.
Trustee......................... First Union National Bank of North Carolina (the
"Trustee"). The Trustee will perform certain
administrative functions and will act as the initial
paying agent, certificate registrar and custodian. The
Trustee will be required to make advances, to the extent
described herein, with respect to the Mortgage Loans if
Norwest Mortgage, as Servicer, fails to make a required
advance. See "Pooling and Servicing Agreement -- Trustee"
in this Prospectus Supplement.
Rating of Certificates.......... It is a condition to the issuance of the Class A
Certificates that they shall have been rated "Aaa" by
Moody's Investors Service, Inc. ("Moody's") and "AAA" by
Duff & Phelps Credit Rating Co. ("DCR"). It is a condition
to the issuance of the Class M Certificates that they
shall have been rated at least "Aa2" by Moody's and "AA"
by DCR. It is a condition to the issuance of the Class B-1
and Class B-2 Certificates that they shall have been rated
at least "A2" and "Baa2," respectively, by Moody's. The
ratings of Moody's and DCR on mortgage pass-through
certificates address the likelihood of the receipt by the
certificateholders of all distributions of principal and
interest to which such certificateholders are entitled.
The ratings of Moody's and DCR are not recommendations to
buy, sell or hold such Certificates and may be subject to
revision or withdrawal at any time by the assigning rating
agency. The ratings do not address the possibility that,
as a result of principal prepayments, holders of such
Certificates may receive a lower than anticipated yield.
The ratings also do not address the possibility that the
holders of the Class A-6 Certificates may not fully
recover their initial investments. See
"-- Effects of Prepayments on Investment Expectations"
below and "Ratings" in this Prospectus Supplement.
Description of Certificates..... The Series 1996-8 Certificates will consist of the Class A
Certificates, the Class M Certificates and the Class B
Certificates. The Class A Certificates represent a type of
interest referred to in the Prospectus as "Senior
Certificates" and the Class M and Class B Certificates
represent a type of interest referred to in the Pro-
spectus as "Subordinated Certificates." As these
designations
</TABLE>
S-7
<PAGE>
<TABLE>
<S> <C>
suggest, the Class A Certificates are entitled to a
certain priority, relative to the Class M and Class B
Certificates, in right of distributions on the mortgage
loans underlying the Series 1996-8 Certificates (the
"Mortgage Loans"). As between the Class M Certificates and
the Class B Certificates, the Class M Certificates are
entitled to a certain priority in right of distributions
on the Mortgage Loans and, as among the Subclasses of
Class B Certificates, the Subclasses with lower numerical
designations are entitled to a certain priority in right
of distributions on the Mortgage Loans relative to those
Subclasses with higher numerical designations. See
"-- Distributions of Principal and Interest" below.
The Class A Certificates will consist of ten Subclasses,
designated as the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-PO, Class
A-R and Class A-LR Certificates. The Class M Certificates
will not be divided into subclasses. The Class B
Certificates will consist of five Subclasses, designated
as the Class B-1, Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates. The Class A Certificates, the
Class M Certificates and the Class B-1 and Class B-2
Certificates are referred to in this Prospectus Supplement
collectively as the "Offered Certificates." The Class B-1
and Class B-2 Certificates are referred to in this
Prospectus Supplement collectively as the "Offered Class B
Certificates." The Class B-3, Class B-4 and Class B-5
Certificates are not offered hereby and may be retained or
sold by the Seller.
The Offered Certificates have the approximate aggregate
initial principal balances set forth on the cover of this
Prospectus Supplement, except that the Class A-6
Certificates will have no principal balance. Any
difference between the aggregate principal balance of the
Class A, Class M and Offered Class B Certificates as of
the date of issuance of the Series 1996-8 Certificates and
the approximate aggregate initial principal balance of
such Subclasses and Class as of the date of this
Prospectus Supplement will not, with respect to the Class
A Certificates, exceed 5% of the aggregate initial
principal balance of the Class A Certificates stated on
the cover of this Prospectus Supplement and, with respect
to the Class M Certificates and Offered Class B
Certificates, will depend on the final subordination
levels for the Series 1996-8 Certificates. Any difference
allocated to the Class A Certificates will be allocated to
one or more of the Subclasses of Class A Certificates,
other than the Class A-6, Class A-R and Class A-LR
Certificates.
</TABLE>
S-8
<PAGE>
<TABLE>
<S> <C>
The following table sets forth for each Class and Subclass
indicated the approximate undivided interest in the
principal balance of the Mortgage Loans that is expected
to be evidenced in the aggregate by such Class or Subclass
as of the Closing Date (as defined herein).
</TABLE>
---------------------------------------------------------
<TABLE>
<CAPTION>
APPROXIMATE INITIAL
CLASS OR SUBCLASS UNDIVIDED INTEREST
------------------------------------------- ---------------------
<S> <C> <C> <C>
Class A (other than Class A-PO) 96.06%
Class A-PO* 0.44%
---------
Class A (all Subclasses) 96.50%
Class M 1.00%
Class B-1 1.25%
Class B-2 0.50%
Classes B-3, B-4 and B-5 0.75%
----------
----------
Total 100.00%
----------
----------
</TABLE>
<TABLE>
<S> <C>
* The Class A-PO Certificates in the aggregate represent
an approximate 1.97% initial interest in the principal
balances of the Mortgage Loans (such interest in the
aggregate, the "Pool Balance (PO Portion)") that have Net
Mortgage Interest Rates, as defined on page S-38, of less
than 7.50% (the "Discount Mortgage Loans").
</TABLE>
------------------------------------------------------------------------
<TABLE>
<S> <C>
By virtue of the subordination of the Class M and Class B
Certificates, it is possible that the Class A-PO
Certificates may also receive support from certain
payments made with respect to the other Mortgage Loans in
the Trust Estate. The Class A Certificates (other than the
Class A-PO Certificates) and the Class M and Class B
Certificates will evidence the entire remaining interest
in the principal balance of the Mortgage Loans (the "Pool
Balance (Non-PO Portion)").
The following table sets forth for each Class indicated
the approximate undivided interest in the Pool Balance
(Non-PO Portion) that is expected to be evidenced in the
aggregate by such Class as of the Closing Date.
</TABLE>
<TABLE>
<CAPTION>
APPROXIMATE INITIAL
UNDIVIDED INTEREST
----------------------------
CLASS PERCENTAGE IN DOLLARS
- ---------------------------------------- ---------- ----------------
<S> <C> <C>
Class A (other than Class A-PO) 96.49% $ 120,212,000
Class M 1.00% $ 1,251,000
Class B 2.51% $ 3,128,784
---------- ----------------
Totals 100.00% $ 124,591,784
---------- ----------------
---------- ----------------
</TABLE>
------------------------------------------------------------------------
S-9
<PAGE>
<TABLE>
<S> <C>
The relative interests in the initial Pool Balance (Non-PO
Portion) represented by the Class A Certificates (other
than the Class A-PO Certificates) and the Class M and
Class B Certificates are subject to change over time
because of the disproportionate allocation of certain
unscheduled principal payments to the Class A Certificates
(other than the Class A-PO Certificates) for a specified
period and the allocation of certain losses and certain
shortfalls first to the Subclasses of Class B Certificates
in reverse numerical order, and then to the Class M
Certificates, prior to the allocation of such losses and
shortfalls to the Class A Certificates, as discussed in
"-- Distributions of Principal and Interest" and
"-- Credit Enhancement" below.
Forms of Certificates;
Denominations.................. The Offered Certificates will be issued either in
book-entry form or in fully registered, certificated form
("Definitive Certificates"). The following table sets
forth the original certificate form, the minimum
denomination and the incremental denomination of the
Offered Certificates. The Offered Certificates are not
intended to be directly or indirectly held or beneficially
owned in amounts lower than such minimum denominations.
See "Descriptions of the Certificates -- Denominations" in
this Prospectus Supplement.
</TABLE>
- --------------------------------------------------------------------------------
FORM AND DENOMINATIONS OF OFFERED CERTIFICATES
<TABLE>
<CAPTION>
ORIGINAL CERTIFICATE MINIMUM INCREMENTAL
CLASS OR SUBCLASS FORM DENOMINATION DENOMINATION
- ---------------------------------------------------------- ----------------------- ------------- -------------
<S> <C> <C> <C>
Classes A-1(1), A-5(1) and A-7............................ Book-Entry $ 100,000 $ 1,000
Classes A-2, A-3 and A-4.................................. Book-Entry $ 1,000 $ 1,000
Class A-6(1).............................................. Definitive $ 3,600,000(2) $ 1,000(2)
Class A-PO(1)............................................. Definitive $ 100,000 $ 1,000
Classes A-R and A-LR...................................... Definitive $ 100 N/A
Class M................................................... Definitive $ 100,000 $ 1,000
Classes B-1 and B-2....................................... Definitive $ 100,000 $ 1,000
</TABLE>
- ------------------------------
(1) In order to aggregate the original principal balance of such Subclass, one
Certificate of such Subclass will be issued in an incremental denomination
of less than that shown.
(2) Initial notional amount.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
BOOK-ENTRY FORM. The Offered Certificates, other than
the Class A-6, Class A-PO, Class A-R, Class A-LR, Class
M and Offered Class B Certificates, will be issued in
book-entry form, through the facilities of The
Depository Trust Company ("DTC"). These Certificates are
referred to collectively in this Prospectus Supplement
as the "Book-Entry Certificates." An investor in a
Subclass of Book-Entry Certificates will not receive a
physical certificate representing its ownership interest
in such Book-Entry Certificates, except under
extraordinary circumstances which are discussed in
"Description of the Certificates -- Book-Entry Form" in
the Prospectus. Instead, DTC will effect payments and
transfers by means of its electronic recordkeeping
services, acting through certain participating
organizations. This may result in certain delays in
receipt of distributions by an investor and may restrict
an investor's ability to pledge its securities. The
</TABLE>
S-10
<PAGE>
<TABLE>
<S> <C>
rights of investors in the Book-Entry Certificates may
generally only be exercised through DTC and its
participating organizations. See "Description of the
Certificates -- Book-Entry Form" in this Prospectus
Supplement.
DEFINITIVE FORM. The Class A-6, Class A-PO, Class A-R,
Class A-LR, Class M and Offered Class B Certificates
will each be issued as Definitive Certificates. See
"Description of the Certificates -- Denominations" and
"-- Definitive Form" in this Prospectus Supplement.
Mortgage Loans.................... GENERAL. The Mortgage Loans, which are the source of
distributions to holders of the Series 1996-8
Certificates, will consist of conventional, fixed
interest rate, monthly pay, fully amortizing, one- to
four-family, residential first mortgage loans, having
original terms to stated maturity of approximately 30
years, with the exception of one Mortgage Loan having an
original term to stated maturity of approximately 20
years, which may include loans secured by cooperative
housing corporations. The Mortgage Loans will consist of
mortgage loans originated in connection with the
relocation of employees of various corporate employers
participating in either PHMC's or Norwest Mortgage's
relocation program and of employees of various
non-participating employers. Some of the Mortgage Loans
are expected to be subject to subsidy agreements which,
except under certain limited circumstances, require the
employers of the mortgagors to provide for a portion of
the monthly payments on the related Mortgage Loans for
specified periods.
The Mortgage Loans are expected to have the further
specifications set forth in the following table and
under the heading "Description of the Mortgage Loans" in
this Prospectus Supplement.
</TABLE>
S-11
<PAGE>
SELECTED MORTGAGE LOAN DATA(1)
(AS OF THE CUT-OFF DATE)
<TABLE>
<S> <C>
Cut-Off Date: November 1, 1996
Number of Mortgage Loans: 435
Aggregate Unpaid Principal Balance(2): $125,136,295
Range of Unpaid Principal Balances(2): $123,219 to $759,477
Average Unpaid Principal Balance(2): $287,670
Aggregate Unpaid Principal Balance of Subsidy Loans(2): $27,138,995
Subsidy Loans as a Percentage of the Aggregate Unpaid Principal
Balance(2): 21.69%
Range of Mortgage Interest Rates: 6.625% to 9.375%
Weighted Average Mortgage Interest Rate(2): 8.047%
Range of Remaining Terms to Stated Maturity: 238 months to 360 months
Weighted Average Remaining Term to Stated Maturity(2): 358 months
Range of Original Loan-to-Value Ratios(2): 47.62% to 95.00%
Weighted Average Original Loan-to-Value Ratio(2): 79.76%
Geographic Concentration of Mortgaged Properties
Securing Mortgage Loans in Excess of 5% of the
Aggregate Unpaid Principal Balance(2): California 20.22%
New Jersey 13.38%
Connecticut 8.37%
Illinois 6.38%
Georgia 5.07%
Maximum Five-Digit Zip Code Concentration(2): 1.51%
</TABLE>
- ------------------------------
(1) Information concerning the Discount Mortgage Loans and Premium Mortgage
Loans is set forth under "Description of the Mortgage Loans -- General."
(2) Approximate.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
PHMC ACQUISITION On May 7, 1996, Norwest Mortgage and an
affiliate acquired from PHMC certain mortgage loans and a
substantial portion of PHMC's mortgage servicing portfolio
(such transaction, the "PHMC Acquisition"). The Mortgage
Loans included in the Trust Estate consist of (i) Mortgage
Loans originated by Norwest Mortgage or an affiliate or
purchased by Norwest Mortgage or an affiliate from
originators other than PHMC and (ii) Mortgage Loans
originated or purchased by PHMC and acquired by Norwest
Mortgage or an affiliate from PHMC as part of the PHMC
Acquisition. See "Norwest Mortgage" in the Prospectus.
CHANGES TO POOL. Mortgage Loans may be removed from the
pool, or a substitution may be made for certain Mortgage
Loans, in advance of the issuance of the Series 1996-8
Certificates (which is expected to occur on or about
November 26, 1996) (the "Closing Date"). Any of such
Mortgage Loans may be excluded from the Trust Estate (i)
as a result of principal prepayment thereof in full or
(ii) if, as a result of delinquencies or otherwise, the
Seller otherwise deems such exclusion necessary or
desirable. In either event, other Mortgage Loans may be
included in the Trust Estate. This may result in changes
in
</TABLE>
S-12
<PAGE>
<TABLE>
<S> <C>
certain of the pool characteristics set forth in the table
above and elsewhere in this Prospectus Supplement. In the
event that any of the characteristics as of the Cut-Off
Date of the Mortgage Loans that constitute the Trust
Estate on the date of initial issuance of the Series
1996-8 Certificates vary materially from those described
herein, revised information regarding the Mortgage Loans
will be made available to purchasers of the Offered
Certificates on or before such issuance date, and a
Current Report on Form 8-K containing such information
will be filed with the Securities and Exchange Commission
within 15 days following such issuance date. See
"Description of the Mortgage Loans" in this Prospectus
Supplement.
Subsequent to the issuance of the Series 1996-8
Certificates, certain Mortgage Loans may be removed from
the pool through repurchase or, under certain
circumstances, through substitution by the Seller, if the
Mortgage Loans are discovered to have defective
documentation or if they otherwise do not conform to the
standards established by the Seller's representations and
warranties concerning the Mortgage Loans. See "Description
of the Mortgage Loans -- Mandatory Repurchase or
Substitution of Mortgage Loans" in this Prospectus
Supplement.
Optional Termination............ The Seller is entitled, subject to certain conditions
relating to the then-remaining size of the pool, to
purchase all outstanding Mortgage Loans in the pool and
thereby effect early retirement of the Series 1996-8
Certificates. See "Pooling and Servicing Agreement --
Optional Termination" in this Prospectus Supplement.
Underwriting Standards.......... Approximately 99.46% (by Cut-Off Date Aggregate Principal
Balance) of the Mortgage Loans were generally originated
in conformity with the underwriting standards described in
the Prospectus under the heading "The Mortgage Loan
Programs -- Mortgage Loan Underwriting -- Norwest Mortgage
Underwriting" (the "Underwriting Standards"). In certain
instances, exceptions to the Underwriting Standards may
have been granted by Norwest Mortgage or PHMC. See "The
Mortgage Loan Programs -- Mortgage Loan Underwriting" in
the Prospectus. The remaining approximate 0.54% (by
Cut-Off Date Aggregate Principal Balance) of the Mortgage
Loans were purchased by Norwest Mortgage or PHMC in bulk
purchase transactions and were underwritten using
underwriting standards which may vary from the
Underwriting Standards (the "Bulk Purchase Underwritten
Loans"). However, Norwest Mortgage or PHMC has in each
case reviewed the underwriting standards applied for such
Bulk Purchase Underwritten Loans and determined that such
variances did not depart materially from the Underwriting
Standards. See "Description of the Mortgage Loans" in this
Prospectus Supplement and "The Mortgage Loan Programs --
Mortgage Loan Underwriting" in the Prospectus.
Distributions of Principal and
Interest....................... DISTRIBUTIONS IN GENERAL. Distributions on the Series
1996-8
</TABLE>
S-13
<PAGE>
<TABLE>
<S> <C>
Certificates will be made on the 25th day of each month,
or, if such day is not a business day, on the succeeding
business day (each such date is referred to in this
Prospectus Supplement as a "Distribution Date"),
commencing in December 1996, to holders of record at the
close of business on the last business day of the
preceding month. In the case of the Book-Entry
Certificates, the holder of record will be Cede & Co., as
nominee of DTC.
The amount available for distribution on any Distribution
Date is primarily a function of (i) the amount remitted by
mortgagors of the Mortgage Loans in payment of their
scheduled installments of principal and interest, (ii) the
amount of prepayments made by the mortgagors and (iii)
proceeds from liquidations of defaulted Mortgage Loans.
On any Distribution Date, holders of the Class A
Certificates will be entitled to receive all amounts due
them (other than the Class A-PO Deferred Amount, as
defined on page S-46) before any distributions are made to
holders of the Class M or Class B Certificates on that
Distribution Date. The Class A-PO Certificates will be
entitled to receive the Class A-PO Deferred Amount as
described below. The amount that is available to be
distributed on any Distribution Date will be allocated
first to pay interest due to the holders of the Class A
Certificates and then, if the amount available for
distribution exceeds the amount of interest due to the
holders of such Certificates, to pay the principal due to
the holders of the Class A Certificates. The likelihood
that a holder of a particular Subclass of Class A
Certificates (other than the Class A-PO Certificates) will
receive principal distributions on any Distribution Date
will depend on the priority in which such Subclass is
entitled to principal distributions, as set forth under
the headings "Description of the Certificates -- Principal
(Including Prepayments) -- Allocation of Amount to be
Distributed" and "-- Calculation of Amount to be
Distributed to the Class A Certificates (other than the
Class A-PO Certificates)" in this Prospectus Supplement.
After all amounts due on the Class A Certificates (other
than the Class A-PO Deferred Amount) have been paid, the
amount remaining will be distributed, in the following
order, to pay (i) any Class A-PO Deferred Amount first
from amounts otherwise distributable as principal on the
Subclasses of Class B Certificates in reverse numerical
order (I.E., first from amounts otherwise distributable as
principal on the Class B-5 Certificates, then from amounts
otherwise distributable as principal on the Class B-4
Certificates, and so on), and then from amounts otherwise
distributable as principal on the Class M Certificates,
(ii) interest due to the holders of the Class M
Certificates, (iii) principal due to the holders of the
Class M Certificates less any amounts used to pay the
Class A-PO Deferred Amount and (iv) with respect to each
Subclass of Class B Certificates sequentially in numerical
order, interest due and then principal due to the holders
of each such Subclass of Class B Certificates before any
Subclasses of Class B Certificates with higher numerical
designations receive any payments in
</TABLE>
S-14
<PAGE>
<TABLE>
<S> <C>
respect of interest or principal, provided that the
principal due to the holders of any Subclass of Class B
Certificates will be reduced by any amount used to pay the
Class A-PO Deferred Amount. See "Description of the
Certificates -- Distributions" in this Prospectus
Supplement.
If any mortgagor is delinquent in the payment of principal
or interest on a Mortgage Loan in any month, the
respective Servicer is required to advance such payment
unless such Servicer determines that the delinquent amount
will not be recoverable by such Servicer from insurance
proceeds, liquidation proceeds or other recoveries on the
related Mortgage Loan. The Master Servicer or Trustee may,
in certain circumstances, be required to make such
advances upon a Servicer's default on its obligation to
advance. See "Description of the Certificates -- Periodic
Advances" in this Prospectus Supplement.
INTEREST DISTRIBUTIONS. The amount of interest to which
holders of each Subclass or Class of Offered Certificates,
other than the Class A-6 and Class A-PO Certificates, will
be entitled each month is calculated based on the
outstanding principal balance of such Subclass or Class as
of the related Distribution Date. Interest will accrue
each month on each such Subclass or Class according to the
following formula: 1/12th of the Pass-Through Rate for
such Subclass or Class multiplied by the outstanding
principal balance of such Subclass or Class as of the
related Distribution Date.
The amount of interest to which holders of the Class A-6
Certificates are entitled each month is calculated based
on a "notional amount." A notional amount is an amount
other than the actual outstanding principal balance of a
Subclass and is solely used for the purpose of computing
the amount of interest accrued on such Subclass. A
notional amount does not entitle a holder to receive
distributions of principal on the basis of such notional
amount. The notional amount of the Class A-6 Certificates
will equal the outstanding principal balance of the Class
A-5 Certificates. Interest will accrue on the Class A-6
Certificates during each one-month period according to the
following formula: 1/12th of the Pass-Through Rate for
such Subclass multiplied by the notional amount of such
Subclass as of the related Distribution Date. Holders of
the Class A-PO Certificates will not be entitled to
receive distributions of interest.
The "Pass-Through Rate" for each Subclass or Class of
Offered Certificates, other than the Class A-5 and Class
A-6 Certificates, is the percentage set forth on the cover
of this Prospectus Supplement. The Pass-Through Rates for
the Class A-5 and Class A-6 Certificates will be
determined as described below.
Interest will accrue on the Offered Certificates, other
than the Class A-5 and Class A-6 Certificates, during each
one-month period ending on the last day of the month
preceding the month in which each Distribution Date occurs
(each, a "Regular Interest Accrual Period"). The initial
Regular Interest Accrual Period will be deemed to have
commenced on November 1, 1996.
</TABLE>
S-15
<PAGE>
<TABLE>
<S> <C>
Interest will accrue on the Class A-5 and Class A-6
Certificates during each one-month period commencing on
the 25th day of each month and ending on the 24th day of
the following month (each, a "LIBOR Based Interest Accrual
Period"). The initial LIBOR Based Interest Accrual Period
will commence on November 25, 1996. No interest will
accrue on the Class A-5 and Class A-6 Certificates prior
to the commencement of the initial LIBOR Based Interest
Accrual Period.
During the initial LIBOR Based Interest Accrual Period,
the Pass-Through Rates for the Class A-5 and Class A-6
Certificates will be the initial Pass-Through Rates set
forth in the following table. During each subsequent LIBOR
Based Interest Accrual Period, the Pass-Through Rates for
the Class A-5 and Class A-6 Certificates will be the per
annum rates calculated based on the Pass-Through Rate
formulas, subject to the minimum and maximum Pass-Through
Rates set forth in the following table. As a result of
these calculations, a decrease in LIBOR will produce a
reduced Pass-Through Rate for the Class A-5 Certificates
(subject to the minimum rate), and an increase in LIBOR
will produce an increased Pass-Through Rate for such
Subclass (subject to the maximum rate) while an increase
in LIBOR will produce a reduced Pass-Through Rate for the
Class A-6 Certificates (subject to the minimum rate), and
a decrease in LIBOR will produce an increased Pass-Through
Rate for such Subclass (subject to the maximum rate).
The following table sets forth the initial Pass-Through
Rates, Pass-Through Rate formulas and the minimum and
maximum Pass-Through Rates for the Class A-5 and Class A-6
Certificates.
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
FLOATING RATE AND INVERSE FLOATING RATE CERTIFICATES
<CAPTION>
INITIAL MINIMUM MAXIMUM
PASS-THROUGH PASS-THROUGH PASS-THROUGH PASS-THROUGH
SUBCLASS RATE RATE FORMULA RATE (1) RATE
- -------------- -------------- ----------------------------------------------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Class A-5..... 5.825 % LIBOR + 0.45% 0.45 % 10.00 %
Class A-6..... 4.175 % 9.55% - LIBOR 0.00 % 9.55 %
</TABLE>
- ------------------------------
(1)Investors, and in particular investors in the Class A-6 Certificates, should
consider the effect of different rates of LIBOR and principal prepayments on
yield. See "Prepayment and Yield Considerations" in this Prospectus
Supplement.
<TABLE>
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
When mortgagors prepay principal or when principal is
recovered through foreclosures or other liquidations of
defaulted Mortgage Loans, a full month's interest for the
month of payment or recovery may not be paid or recovered,
resulting in interest shortfalls. These interest shortfalls
are variously handled, depending on the nature of the event
resulting in the interest shortfall.
In the case of principal prepayments IN FULL, the Master
Servicer will be obligated to cover resulting interest
shortfalls with respect to a Distribution Date in an amount
(such amount, "Compensating Interest") up to the lesser of
(a) the product of (i) 1/12th of 0.20% and (ii) the
aggregate scheduled principal
</TABLE>
S-16
<PAGE>
<TABLE>
<S> <C>
balance of the Mortgage Loans with respect to such
Distribution Date and (b) the Available Master Servicing
Compensation for such Distribution Date.
Shortfalls in collection of interest resulting from
principal prepayments in full, to the extent they exceed the
amount of Compensating Interest with respect to a
Distribution Date ("Non-Supported Interest Shortfalls"),
will be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates), the Class M
Certificates and the Class B Certificates, based on their
then-outstanding principal balances. The amount allocated to
the Class A or Class B Certificates will be allocated pro
rata among the Subclasses of Class A or Class B
Certificates, as the case may be, based on interest accrued.
See "Description of the Certificates -- Interest" in this
Prospectus Supplement.
Interest shortfalls resulting from partial principal
prepayments will not be covered by the Master Servicer, but
instead will be borne first by the Class B Certificates in
reverse numerical order, second by the Class M Certificates
and, finally, pro rata by the Class A Certificates (other
than the Class A-PO Certificates) based on interest accrued.
See "Description of the Certificates -- Subordination of
Class M and Class B Certificates" in this Prospectus
Supplement.
In addition, the amount of interest required to be
distributed to holders of the Series 1996-8 Certificates
will be reduced by a portion of certain Special Hazard
Losses, Fraud Losses and Bankruptcy Losses attributable to
interest. See "-- Credit Enhancement -- Extent of Loss
Coverage" below and "Description of the Certificates --
Interest" in this Prospectus Supplement.
To the extent that the amount available for distribution on
any Distribution Date is insufficient to permit the
distribution of the applicable amount of accrued interest on
the Class A Certificates (net of any Non-Supported Interest
Shortfall, other shortfalls and losses allocable to the
Class A Certificates as described above), the amount of
interest to be distributed will be allocated among the
outstanding Subclasses of Class A Certificates (other than
the Class A-PO Certificates) in accordance with their
respective entitlements to interest. The amount of any
deficiency will be added to the amount of interest that such
Class A Certificates are entitled to receive on subsequent
Distribution Dates. No interest will accrue on such
deficiencies.
To the extent that the amount available for distribution on
any Distribution Date, after the payment of all amounts due
the Class A Certificates (other than any Class A-PO Deferred
Amount) has been made, is insufficient to permit
distribution in full of accrued interest on the Class M
Certificates (net of any Non-Supported Interest Shortfall,
other shortfalls and losses allocable to the Class M
Certificates as described above), the amount of any
deficiency will be added to the amount of interest that the
Class M Certificates are entitled to receive on subsequent
Distribution Dates. No interest will accrue on such
deficiencies.
</TABLE>
S-17
<PAGE>
<TABLE>
<S> <C>
To the extent that the amount available for distribution on
any Distribution Date, after the payment of all amounts due
the Class A Certificates (other than the Class A-PO Deferred
Amount), the Class M Certificates and each Subclass of Class
B Certificates with a lower numerical designation has been
made, is insufficient to permit distribution in full of
accrued interest on a Subclass of Class B Certificates (net
of any Non-Supported Interest Shortfall, other shortfalls
and losses allocable to such Subclass of Class B
Certificates as described above), the amount of any
deficiency will be added to the amount of interest that such
Subclass of Class B Certificates is entitled to receive on
subsequent Distribution Dates. No interest will accrue on
such deficiencies.
Interest on the Class A Certificates (other than the Class
A-PO Certificates), the Class M Certificates and the Class B
Certificates will be calculated on the basis of a 360-day
year consisting of twelve 30-day months.
See "Description of the Certificates -- Interest" in this
Prospectus Supplement.
PRINCIPAL DISTRIBUTIONS. The aggregate amount of principal
to which the holders of the Class A Certificates (other than
the holders of the Class A-PO Certificates) are entitled
each month will equal the sum for each Mortgage Loan of the
product of (a) the Non-PO Fraction applicable to such
Mortgage Loan and (b) the sum of (i) a percentage (the
"Class A Percentage") of scheduled payments of principal on
each Mortgage Loan and (ii) a percentage (the "Class A
Prepayment Percentage") of certain unscheduled payments of
principal on each Mortgage Loan. The "Non-PO Fraction" with
respect to any Mortgage Loan will equal the Net Mortgage
Interest Rate for such Mortgage Loan divided by 7.50%. The
Class A Percentage will be equal, on each Distribution Date,
to the percentage corresponding to the fraction that
represents the ratio of the then-outstanding principal
balance of the Class A Certificates (other than the Class
A-PO Certificates) to the Pool Balance (Non-PO Portion). The
Class A Prepayment Percentage will be equal to the
percentage described in the preceding sentence plus an
additional amount equal to a percentage of the principal
otherwise distributable to the holders of the Subordinated
Certificates. As a result, the percentage of certain
unscheduled principal payments otherwise distributable to
the holders of the Subordinated Certificates that is instead
distributable to the holders of the Class A Certificates
(other than the Class A-PO Certificates) will be equal to
100% during the first five years beginning on the first
Distribution Date and, subject to meeting certain
conditions, will likely decline during the subsequent four
years, as described under the heading "Description of the
Certificates -- Principal (Including Prepayments) --
Calculation of Amount to be Distributed to the Class A
Certificates (other than the Class A-PO Certificates)" in
this Prospectus Supplement, until the ninth anniversary of
the first Distribution Date and thereafter will likely be
equal to zero. On each Distribution Date, the Subordinated
Certificates will
</TABLE>
S-18
<PAGE>
<TABLE>
<S> <C>
collectively be entitled to receive the percentages of the
scheduled and certain unscheduled payments of principal on
the portion of each Mortgage Loan representing the Non-PO
Fraction of such Mortgage Loan equal, in each case, to 100%
less the applicable percentage for the Class A Certificates
(other than the Class A-PO Certificates) described above.
The aggregate amount of principal to which holders of the
Class A-PO Certificates are entitled each month will equal
the sum for each Discount Mortgage Loan of the product of
(a) the PO Fraction for such Mortgage Loan and (b) the sum
of (i) scheduled principal payments on such Mortgage Loan
and (ii) certain unscheduled payments of principal on such
Mortgage Loan. See "Description of the
Certificates -- Principal (Including
Prepayments) -- Calculation of Amount to be Distributed to
the Class A-PO Certificates" in this Prospectus Supplement.
In addition, the Class A-PO Certificates will be entitled to
receive any previously unpaid amounts of principal to which
such Certificates were entitled on prior Distribution Dates
as part of the Class A-PO Deferred Amount. The "PO Fraction"
with respect to any Discount Mortgage Loan will equal the
difference between 1.0 and the Non-PO Fraction for such
Discount Mortgage Loan. The PO Fraction with respect to each
Mortgage Loan that is not a Discount Mortgage Loan will be
equal to zero. See "Description of the Certificates --
Principal (Including Prepayments)" in this Prospectus
Supplement.
The holders of the Class A-PO Certificates will also be
entitled each month to an amount equal to the Class A-PO
Deferred Amount. The Class A-PO Deferred Amount will be paid
to holders of the Class A-PO Certificates only from amounts
otherwise distributable as principal to the Subclasses of
Class B Certificates in reverse numerical order and then
from amounts otherwise distributable as principal to the
Class M Certificates. No interest will accrue on any Class
A-PO Deferred Amount.
Except as described below under "-- Effect of Subordination
Level on Principal Distributions," on each Distribution
Date, the Class M, Class B-1 and Class B-2 Certificates will
be entitled to a portion of scheduled payments and certain
unscheduled payments of principal on the Mortgage Loans
allocable to the Subordinated Certificates that represents
the ratio of the then-outstanding principal balance of the
Class M, Class B-1 or Class B-2 Certificates, as the case
may be, to the then-outstanding principal balance of the
Subordinated Certificates.
The amount that is available for distribution to the holders
of the Class A Certificates on any Distribution Date as a
distribution of principal (other than any Class A-PO
Deferred Amount) is equal to the amount remaining after
deducting the amount of interest distributable on the Class
A Certificates from the total amount collected that is
available to be distributed to holders of the Series 1996-8
Certificates on such Distribution Date. Principal will be
distributed to the holders of the Class A Certificates in
accordance with the payment priorities described
</TABLE>
S-19
<PAGE>
<TABLE>
<S> <C>
under the heading "Description of the
Certificates -- Principal (Including
Prepayments) -- Allocation of Amount to be Distributed" in
this Prospectus Supplement.
The amount that is available for distribution to the holders
of the Class M Certificates on any Distribution Date as a
distribution of principal is the amount remaining after all
interest and principal distributions due on the Class A
Certificates (including any Class A-PO Deferred Amount) and
interest due on the Class M Certificates have been deducted
from the total amount collected that is available to be
distributed to holders of the Series 1996-8 Certificates.
The amount that is available for distribution to the holders
of a Subclass of Class B Certificates on any Distribution
Date as a distribution of principal is the amount remaining
after all interest and principal distributions due on the
Class A Certificates (including any Class A-PO Deferred
Amount), all interest and principal distributions on the
Class M Certificates and the Subclasses of Class B
Certificates with lower numerical designations and interest
due on such Subclass of Class B Certificates have been
deducted from the total amount collected that is available
to be distributed to holders of the Series 1996-8
Certificates.
EFFECT OF SUBORDINATION LEVEL ON PRINCIPAL DISTRIBUTIONS.
In order to preserve the availability of the original
subordination level as protection against losses on 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, some or all of the Subclasses of Class B
Certificates, as described below, may not be entitled to
distributions of principal on certain Distribution Dates and
the principal balances of such Subclasses will not be
considered for purposes of allocation of principal among the
Subordinated Certificates.
In the case of the Class M Certificates, if on any
Distribution Date the percentage obtained by dividing the
outstanding principal balance of the Class B Certificates by
the sum of the outstanding principal balances of the Class A
Certificates (other than the Class A-PO Certificates), the
Class M Certificates and the Class B Certificates is less
than such percentage was upon the initial issuance of the
Series 1996-8 Certificates, then the Class B Certificates
will not be entitled to distributions of principal on such
Distribution Date and the Class M Certificates will be
entitled to all distributions of principal allocable to the
Subordinated Certificates for such Distribution Date.
In the case of the Class B-1, Class B-2, Class B-3 or Class
B-4 Certificates, if on any Distribution Date the percentage
obtained by dividing the sum of the then-outstanding
principal balances of the Subclasses of Class B Certificates
with higher numerical designations by the sum of the
then-outstanding principal balances of the Class A
Certificates (other than the Class A-PO Certificates), the
Class M Certificates and the Class B Certificates is less
than such percentage at the time of the initial issuance of
the Series 1996-8 Certificates, then such Subclasses
</TABLE>
S-20
<PAGE>
<TABLE>
<S> <C>
of Class B Certificates with higher numerical designations
will not be entitled to distributions of principal and the
principal balances of such Subclasses will not be taken into
account for purposes of calculating the portions of
scheduled and unscheduled principal payments allocable to
the Class M Certificates and to the Subclasses of Class B
Certificates with lower numerical designations.
In either of the cases described above, the Class M
Certificates and those Subclasses of Class B Certificates
with lower numerical designations will receive a greater
portion of scheduled and unscheduled payments of principal
on the Mortgage Loans allocable to the Subordinated
Certificates than the Class M Certificates and those
Subclasses of Class B Certificates with lower numerical
designations would have received had all Subclasses of Class
B Certificates been entitled to their portion of such
principal payments. See "Description of the
Certificates -- Principal (Including Prepayments) --
Calculation of Amount to be Distributed to the Class M and
Class B Certificates" in this Prospectus Supplement.
Credit Enhancement...................... DESCRIPTION OF "SHIFTING-INTEREST" SUBORDINATION. The
rights of the holders of the Class M Certificates to receive
distributions will be subordinated to the rights of the
holders of the Class A Certificates to receive
distributions, to the extent described herein. The rights of
the holders of a Subclass of Class B Certificates to receive
distributions will be subordinated to the rights of the
holders of the Class A Certificates, the Class M
Certificates and the Subclasses of Class B Certificates with
lower numerical designations to receive distributions, to
the extent described herein. This subordination provides a
certain amount of protection to the holders of the Class A
Certificates (to the extent of the subordination of the
Class M and Class B Certificates), the Class M Certificates
(to the extent of the subordination of the Class B
Certificates) and the Subclasses of Class B Certificates
(other than the Class B-5 Certificates) (to the extent of
the subordination of the Subclasses of Class B Certificates
with higher numerical designations) against delays in the
receipt of scheduled payments of interest and principal and
against losses associated with the liquidation of defaulted
Mortgage Loans and certain losses resulting from the
bankruptcy of a mortgagor.
In general, the protection afforded the holders of the Class
A Certificates by means of this subordination will be
effected in two ways: (i) by the preferential right of the
holders of the Class A Certificates to receive, prior to any
distribution being made on any Distribution Date in respect
of the Class M and Class B Certificates, the amounts of
interest and principal due the holders of the Class A
Certificates (other than the Class A-PO Deferred Amount)
and, if necessary, by the right of such holders to receive
future distributions on the Mortgage Loans that would
otherwise have been allocated to the holders of the Class M
and Class B Certificates and (ii) by the allocation to the
Class M and Class B Certificates, until their respective
principal balances have been reduced to zero, of certain
losses resulting from the liquidation of
</TABLE>
S-21
<PAGE>
<TABLE>
<S> <C>
defaulted Mortgage Loans or the bankruptcy of mortgagors
prior to the allocation of such losses to the Class A
Certificates. See "Description of the Certificates --
Distributions" in this Prospectus Supplement.
In general, the protection afforded the holders of the Class
M Certificates by means of this subordination will also be
effected in two ways: (i) by the preferential right of the
holders of the Class M Certificates to receive, prior to any
distribution being made on any Distribution Date in respect
of the Class B Certificates, the amounts of interest and
principal due the holders of the Class M Certificates on
such date and, if necessary, by the right of such holders to
receive future distributions on the Mortgage Loans that
would otherwise have been allocated to the holders of the
Class B Certificates and (ii) by the allocation to the Class
B Certificates, until their principal balance has been
reduced to zero, of certain losses resulting from the
liquidation of defaulted Mortgage Loans or the bankruptcy of
mortgagors prior to the allocation of such losses to the
Class M Certificates. See "Description of the
Certificates -- Distributions" in this Prospectus
Supplement.
In general, the protection afforded the holders of a
Subclass of Class B Certificates by means of this
subordination will also be effected in two ways: (i) by the
preferential right of the holders of such Subclass to
receive, prior to any distribution being made on any
Distribution Date in respect of the Subclasses of Class B
Certificates with higher numerical designations, the amounts
of interest and principal due the holders of such Subclass
on such date and, if necessary, by the right of such holders
to receive future distributions on the Mortgage Loans that
would otherwise have been allocated to the holders of the
Subclasses of Class B Certificates with higher numerical
designations and (ii) by the allocation to the Subclasses of
Class B Certificates with higher numerical designations,
until their principal balances have been reduced to zero, of
certain losses resulting from the liquidation of defaulted
Mortgage Loans or the bankruptcy of mortgagors prior to the
allocation of such losses to such Subclass. See "Description
of the Certificates -- Distributions" in this Prospectus
Supplement.
In addition, in order to increase the period during which
the principal balances of the Class M and Class B
Certificates remain available as credit enhancement to the
Class A Certificates, a disproportionate amount of
prepayments and certain unscheduled recoveries with respect
to the Mortgage Loans will be allocated to the Class A
Certificates (other than the Class A-PO Certificates). This
allocation has the effect of accelerating the amortization
of the Class A Certificates (other than the Class A-PO
Certificates) while, in the absence of losses in respect of
the liquidation of defaulted Mortgage Loans or losses
resulting from the bankruptcy of mortgagors, increasing the
respective percentage interests in the principal balance of
the Mortgage Loans evidenced by the Class M and Class B
Certificates.
</TABLE>
S-22
<PAGE>
<TABLE>
<S> <C>
As a result of the method of calculating the Class A-7
Priority Amount (as defined herein) and the priorities for
the allocation of the Class A Non-PO Principal Distribution
Amount (as defined herein), it is expected that, absent an
exceptionally high rate of principal prepayments on the
Mortgage Loans, no principal prepayments will be allocated
to the Class A-7 Certificates during the first five years
following the issuance of the Series 1996-8 Certificates and
that, while the percentage of principal prepayments
allocated to the Class A-7 Certificates during the four
years thereafter will gradually increase, such percentage,
until the tenth year following the issuance of the Series
1996-8 Certificates, will be disproportionately lower than
the percentage of such principal prepayments allocated to
the other Class A Certificates (other than the Class A-PO
Certificates). See "Description of the Certificates --
Principal (Including Prepayments) -- Allocation of Amount to
be Distributed" and "Prepayment and Yield Considerations" in
this Prospectus Supplement.
EXTENT OF LOSS COVERAGE. Realized losses on Mortgage Loans,
other than losses that are (i) attributable to "special
hazards" not insured against under a standard hazard
insurance policy, (ii) incurred on defaulted Mortgage Loans
as to which there was fraud in the origination of such
Mortgage Loans or (iii) attributable to certain actions
which may be taken by a bankruptcy court in connection with
a Mortgage Loan, including a reduction by a bankruptcy court
of the principal balance of or the interest rate on a
Mortgage Loan or an extension of its maturity, will not be
allocated to the Class A Certificates until the date on
which the aggregate principal balance of the Class M and
Class B Certificates (which aggregate balance is expected
initially to be approximately $4,379,784) has been reduced
to zero; will not be allocated to the Class M Certificates
until the date on which the aggregate principal balance of
the Class B Certificates (which aggregate balance is
expected initially to be approximately $3,128,784) has been
reduced to zero; and will not be allocated to the Class B-1
or Class B-2 Certificates until the date on which the
aggregate principal balance of the Subclasses of Class B
Certificates with higher numerical designations has been
reduced to zero (which aggregate balance is expected
initially to be approximately $1,564,784 with respect to the
Class B-1 Certificates and approximately $938,784 with
respect to the Class B-2 Certificates). Such losses will be
allocated first among the Subclasses of Class B
Certificates, in reverse numerical order (that is, to the
Class B-5, Class B-4, Class B-3, Class B-2 and Class B-1
Certificates, respectively).
With respect to any Distribution Date subsequent to the
first Distribution Date, the availability of the credit
enhancement provided by the Class M Certificates and the
Subclasses of Class B Certificates will be affected by the
prior reduction of the principal balance of the Class M
Certificates and such Subclasses of Class B Certificates.
Reduction of the principal balance of the Class M
Certificates and any Subclass of Class B
</TABLE>
S-23
<PAGE>
<TABLE>
<S> <C>
Certificates will result from (i) the prior allocation of
losses due to the liquidation of defaulted Mortgage Loans,
including losses due to special hazards and fraud losses up
to the respective limits referred to below, (ii) the prior
allocation of bankruptcy losses up to the limit referred to
below and (iii) the prior receipt of principal distributions
by the holders of such Certificates.
As of the date of issuance of the Series 1996-8
Certificates, the amount of losses attributable to special
hazards, fraud and bankruptcy that will be absorbed solely
by the holders of the Subclasses of Class B Certificates in
reverse numerical order and then solely by the holders of
the Class M Certificates will be approximately 1.51%, 2.00%
and 0.08%, respectively, of the Cut-Off Date Aggregate
Principal Balance of the Mortgage Loans (approximately
$1,894,285, $2,502,726 and $100,000, respectively). If
losses due to special hazards, fraud or bankruptcy exceed
any of such amounts prior to the principal balances of the
Class M and Class B Certificates being reduced to zero, (a)
the principal portion of any such excess losses with respect
to the Mortgage Loans will generally be shared pro rata by
(i) the Class A Certificates (other than the Class A-PO
Certificates), the Class M Certificates and the Class B
Certificates and (ii) to the extent such losses arise with
respect to Discount Mortgage Loans, the Class A-PO
Certificates, in each case according to their respective
interests in such Mortgage Loans and (b) the interest
portion of any such losses with respect to the Mortgage
Loans will generally be shared pro rata by the Class A,
Class M and Class B Certificates based on their respective
interest accrual amounts. Under certain circumstances, the
limits set forth above may be reduced as described under
"Description of the Certificates -- Subordination of Class M
and Class B Certificates -- Allocation of Losses" in this
Prospectus Supplement.
After the principal balances of the Class M and Class B
Certificates have been reduced to zero, the principal
portion of all losses (other than the portion attributable
to the Class A-PO Certificates, if any) will be allocated to
the Class A Certificates (other than the Class A-PO
Certificates). To the extent such losses arise with respect
to Discount Mortgage Loans, principal losses will be shared
among the Class A Certificates, according to their
respective interests in such Mortgage Loans. The principal
portion of any losses borne by the Class A Certificates
(other than losses borne by the Class A-PO Certificates)
will be shared pro rata by the Subclasses of Class A
Certificates (other than the Class A-PO Certificates) based
on their then-outstanding principal balances and the
interest portion of such losses will be shared pro rata by
such Subclasses based on interest accrued. See "Description
of the Certificates -- Interest" and "-- Subordination of
Class M and Class B Certificates -- Allocation of Losses" in
this Prospectus Supplement.
THE YIELD TO MATURITY ON THE CLASS M CERTIFICATES WILL BE
MORE SENSITIVE TO LOSSES DUE TO LIQUIDATIONS OF THE MORTGAGE
LOANS (AND THE
</TABLE>
S-24
<PAGE>
<TABLE>
<S> <C>
TIMING THEREOF) THAN THAT ON THE CLASS A CERTIFICATES, IN
THE EVENT THAT THE AGGREGATE PRINCIPAL BALANCE OF THE CLASS
B CERTIFICATES HAS BEEN REDUCED TO ZERO.
THE YIELD TO MATURITY ON EACH SUBCLASS OF OFFERED CLASS B
CERTIFICATES WILL BE MORE SENSITIVE TO LOSSES DUE TO
LIQUIDATIONS OF THE MORTGAGE LOANS (AND THE TIMING THEREOF)
THAN THAT ON THE CLASS A CERTIFICATES AND THE CLASS M
CERTIFICATES AND, IN THE CASE OF THE CLASS B-2 CERTIFICATES,
THE CLASS B-1 CERTIFICATES, IN THE EVENT THAT THE PRINCIPAL
BALANCES OF THE SUBCLASSES OF CLASS B CERTIFICATES WITH
HIGHER NUMERICAL DESIGNATIONS HAVE BEEN REDUCED TO ZERO.
See "Description of the Certificates -- Subordination of
Class M and Class B Certificates" in this Prospectus
Supplement.
Effects of Prepayments on Investment
Expectations........................... The actual rate of prepayment of principal on the Mortgage
Loans cannot be predicted. The investment performance of the
Offered Certificates may vary materially and adversely from
the investment expectations of investors due to prepayments
on the Mortgage Loans being higher or lower than anticipated
by investors. In addition, the Class A Certificates (other
than the Class A-PO Certificates) in the aggregate will be
more sensitive to prepayments on the Mortgage Loans than the
Subordinated Certificates due to the disproportionate
allocation of such prepayments to investors in such Class A
Certificates then entitled to principal distributions during
the nine years beginning on the first Distribution Date. The
actual yield to the holder of an Offered Certificate may not
be equal to the yield anticipated at the time of purchase of
the Certificate or, notwithstanding that the actual yield is
equal to the yield anticipated at that time, the total
return on investment expected by the investor or the
expected weighted average life of the Certificate may not be
realized. These effects are summarized below. IN DECIDING
WHETHER TO PURCHASE ANY OFFERED CERTIFICATES, AN INVESTOR
SHOULD MAKE AN INDEPENDENT DECISION AS TO THE APPROPRIATE
PREPAYMENT ASSUMPTIONS TO BE USED.
YIELD. If an investor purchases an Offered Certificate
(other than a Class A-PO Certificate) at an amount equal to
its unpaid principal balance (that is, at "par"), the
effective yield to that investor (assuming that there are no
interest shortfalls and assuming the full return of the
investor's invested principal) will approximate the
Pass-Through Rate on that Certificate. If an investor pays
less or more than the unpaid principal balance of an Offered
Certificate (that is, buys the Certificate at a "discount"
or "premium," respectively), then, based on the assumptions
set forth in the preceding sentence, the effective yield to
the investor will be higher or lower, respectively, than the
stated interest rate on the Certificate, because such
discount or premium will be amortized over the life of the
Certificate. Any deviation in the actual rate of prepayments
on the Mortgage Loans from the rate assumed by the investor
will affect the period of time over which, or the rate at
which, the discount or premium will be amortized and,
consequently, will change the investor's actual yield from
that anticipated. The timing of receipt of prepayments may
also affect the investor's actual yield. The yield
</TABLE>
S-25
<PAGE>
<TABLE>
<S> <C>
experienced by an investor in the Class A-PO Certificates,
which do not bear interest, is primarily a function of the
price paid by such investor, the rate and timing of
principal payments on the Discount Mortgage Loans and losses
incurred on and after the Cross-Over Date. The particular
sensitivity of the Class A-PO Certificates is displayed in
the table appearing under the heading "Prepayment and Yield
Considerations" in this Prospectus Supplement. AN INVESTOR
THAT PURCHASES ANY OFFERED CERTIFICATES AT A DISCOUNT,
PARTICULARLY THE CLASS A-PO CERTIFICATES, SHOULD CONSIDER
THE RISK THAT A SLOWER THAN ANTICIPATED RATE OF PRINCIPAL
PAYMENTS ON THE MORTGAGE LOANS OR, IN THE CASE OF THE CLASS
A-PO CERTIFICATES, ON THE DISCOUNT MORTGAGE LOANS, WILL
RESULT IN AN ACTUAL YIELD THAT IS LOWER THAN SUCH INVESTOR'S
EXPECTED YIELD. AN INVESTOR THAT PURCHASES ANY OFFERED
CERTIFICATES AT A PREMIUM, OR THAT PURCHASES ANY CLASS A-6
CERTIFICATES, WHICH HAVE NO PRINCIPAL BALANCE, SHOULD
CONSIDER THE RISK THAT A FASTER THAN ANTICIPATED RATE OF
PRINCIPAL PAYMENTS ON THE MORTGAGE LOANS WILL RESULT IN AN
ACTUAL YIELD THAT IS LOWER THAN SUCH INVESTOR'S EXPECTED
YIELD AND SHOULD CONSIDER THE RISK THAT A RAPID RATE OF
PRINCIPAL PAYMENTS ON THE MORTGAGE LOANS COULD RESULT IN THE
FAILURE OF SUCH INVESTOR TO FULLY RECOVER ITS INITIAL
INVESTMENT. THE YIELD ON THE CLASS A-PO CERTIFICATES WILL BE
INFLUENCED PRIMARILY BY PRINCIPAL PAYMENTS WITH RESPECT TO
THE DISCOUNT MORTGAGE LOANS.
The yield to investors in the Class A-6 Certificates, which
have no principal balance, will be sensitive to both the
timing of receipt of prepayments and the overall rate of
prepayment on the Mortgage Loans. The yield to investors in
the Class A-6 Certificates will also be highly sensitive to
the level of LIBOR and relatively small increases in the
level of LIBOR will have a material negative effect on the
yield to investors in the Class A-6 Certificates. The
particular sensitivity of the Class A-6 Certificates is
separately displayed in the table appearing under the
heading "Prepayment and Yield Considerations" in this Pro-
spectus Supplement. INVESTORS IN THE CLASS A-6 CERTIFICATES
SHOULD CONSIDER THE RISK THAT A RAPID RATE OF PRINCIPAL
PAYMENTS ON THE MORTGAGE LOANS OR A HIGH RATE OF LIBOR COULD
RESULT IN THE FAILURE OF SUCH INVESTORS TO FULLY RECOVER
THEIR INITIAL INVESTMENTS.
REINVESTMENT RISK. As stated above, if an Offered
Certificate (other than a Class A-PO Certificate) is
purchased at par, fluctuations in the rate of distributions
of principal will generally not affect the yield to maturity
of that Certificate. However, the total return on any
investor's investment, including an investor who purchases
at par, will be reduced to the extent that principal
distributions received on its Certificate cannot be
reinvested at a rate as high as the stated interest rate of
the Certificate or, in the case of the Class A-PO
Certificates, the expected yield, which is based on the
price paid by the investor and the rate of prepayments
anticipated by such investor. Investors in the Offered Cer-
tificates should consider the risk that rapid rates of
prepayments on the Mortgage Loans may coincide with periods
of low prevailing market interest rates. During periods of
low prevailing market interest rates, mortgagors may be
expected to prepay or refinance Mortgage Loans that carry
interest rates significantly
</TABLE>
S-26
<PAGE>
<TABLE>
<S> <C>
higher than then-current interest rates for mortgage loans.
Consequently, the amount of principal distributions
available to an investor for reinvestment at such low
prevailing interest rates may be relatively large.
Conversely, slow rates of prepayments on the Mortgage Loans
may coincide with periods of high prevailing market interest
rates. During such periods, it is less likely that
mortgagors will elect to prepay or refinance Mortgage Loans
and, therefore, the amount of principal distributions
available to an investor for reinvestment at such high
prevailing interest rates may be relatively small.
WEIGHTED AVERAGE LIFE VOLATILITY. One indication of the
impact of varying prepayment speeds on a security is the
change in its weighted average life. The "weighted average
life" of an Offered Certificate (other than a Class A-6
Certificate) is the average amount of time that will elapse
between the date of issuance of the Certificate and the date
on which each dollar in reduction of the principal balance
of the Certificate is distributed to the investor. The
weighted average life of the Class A-6 Certificates is the
average amount of time that will elapse between the date of
issuance of the Series 1996-8 Certificates and the date on
which each dollar in reduction of the principal balance of
the Class A-5 Certificates (which principal balance
corresponds to the notional amount of the Class A-6
Certificates) is distributed to the investors in the Class
A-5 Certificates. Low rates of prepayment may result in the
extension of the weighted average life of a Certificate;
high rates, in the shortening of such weighted average life.
In general, if the weighted average life of a Certificate
purchased at par is extended beyond that initially
anticipated, such Certificate's market value may be
adversely affected even though the yield to maturity on the
Certificate is unaffected. The weighted average life of the
Class A-PO Certificates will be determined by the rate of
prepayment of the Discount Mortgage Loans and generally will
not be affected by the rate of prepayment on other Mortgage
Loans.
The weighted average lives of the Offered Certificates,
under various prepayment scenarios, are displayed in the
tables appearing under the heading "Prepayment and Yield
Considerations" in this Prospectus Supplement.
Federal Income Tax Status............... For federal income tax purposes, the Trust Estate will
consist of two separate real estate mortgage investment
conduits (the "Upper-Tier REMIC" and the "Lower-Tier REMIC,"
respectively).The Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7 and Class A-PO
Certificates, the Class M Certificates, and the Class B-1,
Class B-2, Class B-3, Class B-4 and Class B-5 Certificates
will constitute "regular interests" in the Upper-Tier REMIC
and the Class A-R and the Class A-LR Certificates will
constitute the "residual interests" in the Upper-Tier REMIC
and Lower-Tier REMIC, respectively.
The Regular Certificates (as defined herein) generally will
be treated as newly originated debt instruments for federal
income tax purposes. Beneficial owners of the Regular
Certificates will
</TABLE>
S-27
<PAGE>
<TABLE>
<S> <C>
be required to report income thereon in accordance with the
accrual method of accounting. Although not free from doubt,
it is anticipated that the Class A-6 Certificates will be
treated as issued with original issue discount in an amount
equal to the excess of all distributions of interest
expected to be received thereon over their issue price
(including accrued interest). The Class A-PO Certificates
will be issued with original issue discount in an amount
equal to the excess of the initial principal balance thereof
over their issue price. It is anticipated that the Class A-4
and Class B-2 Certificates will be issued with original
issue discount in an amount equal to the excess of their
initial principal balances (plus one day of interest at the
Pass-Through Rates thereon) over their respective issue
prices (including accrued interest). It is also anticipated
that the Class A-1 Certificates will be issued at a premium
and that the Class A-2, Class A-3, Class A-7, Class M and
Class B-1 Certificates will be issued with DE MINIMIS
original issue discount for federal income tax purposes. It
is further anticipated that the Class A-5 certificates will
not be issued with original issue discount for federal
income tax purposes. Finally, it is anticipated that the
Class B-3, Class B-4 and Class B-5 Certificates, which are
not offered hereby, will be issued with original issue
discount for federal income tax purposes.
Holders of the Class A-R and Class A-LR Certificates will be
required to include the taxable income or loss of the
Upper-Tier REMIC and Lower-Tier REMIC, respectively, in
determining their federal taxable income. It is anticipated
that all or a substantial portion of the taxable income of
the Upper-Tier REMIC and Lower-Tier REMIC includible by the
Class A-R and Class A-LR Certificateholders will be treated
as "excess inclusion" income subject to special limitations
for federal income tax purposes. AS A RESULT, THE EFFECTIVE
AFTER-TAX RETURN OF THE CLASS A-R AND CLASS A-LR
CERTIFICATES MAY BE SIGNIFICANTLY LOWER THAN WOULD BE THE
CASE IF THE CLASS A-R AND CLASS A-LR CERTIFICATES WERE TAXED
AS DEBT INSTRUMENTS, OR MAY BE NEGATIVE. FURTHER,
SIGNIFICANT RESTRICTIONS APPLY TO THE TRANSFER OF THE CLASS
A-R AND CLASS A-LR CERTIFICATES. THE CLASS A-R AND CLASS
A-LR CERTIFICATES WILL BE CONSIDERED "NONECONOMIC RESIDUAL
INTERESTS," CERTAIN TRANSFERS OF WHICH MAY BE DISREGARDED
FOR FEDERAL INCOME TAX PURPOSES.
See "Description of the Certificates -- Restrictions on
Transfer of the Class A-R, Class A-LR, Class M and Offered
Class B Certificates" and "Federal Income Tax
Considerations" in this Prospectus Supplement and "Certain
Federal Income Tax Consequences -- Federal Income Tax
Consequences for REMIC Certificates" in the Prospectus.
ERISA Considerations.................... A fiduciary of any employee benefit plan subject to the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"), or a governmental plan
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"),
should carefully review with its
</TABLE>
S-28
<PAGE>
<TABLE>
<S> <C>
legal advisors whether the purchase or holding of Offered
Certificates could give rise to a transaction prohibited or
not otherwise permissible under ERISA, the Code or Similar
Law. BECAUSE THE CLASS M AND OFFERED CLASS B CERTIFICATES
ARE SUBORDINATED TO THE CLASS A CERTIFICATES, THE CLASS M
AND OFFERED CLASS B CERTIFICATES MAY NOT BE TRANSFERRED
UNLESS THE TRANSFEREE HAS DELIVERED (I) A REPRESENTATION
LETTER TO THE TRUSTEE AND SELLER 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 HEREIN, THAT
THE SOURCE OF FUNDS USED TO PURCHASE THE CLASS M OR OFFERED
CLASS B CERTIFICATES IS AN "INSURANCE COMPANY GENERAL
ACCOUNT" OR (II) AN OPINION OF COUNSEL AS DESCRIBED UNDER
"ERISA CONSIDERATIONS" IN THIS PROSPECTUS SUPPLEMENT
RELATING TO THE OFFERING OF SUCH CERTIFICATES. NEITHER THE
CLASS A-R NOR CLASS A-LR CERTIFICATE MAY BE PURCHASED BY OR
TRANSFERRED TO A PLAN. See "ERISA Considerations" in this
Prospectus Supplement and in the Prospectus.
Legal Investment........................ The Class A and Class M Certificates will constitute
"mortgage related securities" for purposes of the Secondary
Mortgage Market Enhancement Act of 1984 (the "Enhancement
Act") so long as they are rated in one of the two highest
rating categories by at least one nationally recognized
statistical rating organization. As such, the Class A and
Class M Certificates are legal investments for certain
entities to the extent provided in the Enhancement Act.
However, there are regulatory requirements and considera-
tions applicable to regulated financial institutions and
restrictions on the ability of such institutions to invest
in certain types of mortgage related securities. The Class
B-1 and Class B-2 Certificates will not constitute "mortgage
related securities" under the Enhancement Act. The
appropriate characterization of the Class B-1 and Class B-2
Certificates under various legal investment restrictions,
and thus the ability of investors subject to these
restrictions to purchase the Class B-1 and Class B-2
Certificates, may be subject to significant interpretive
uncertainties. Prospective purchasers of the Offered
Certificates should consult their own legal, tax and
accounting advisors in determining the suitability of and
consequences to them of the purchase, ownership and
disposition of the Offered Certificates. See "Legal In-
vestment" in this Prospectus Supplement.
</TABLE>
S-29
<PAGE>
RISK FACTORS
GENERAL
The rate of distributions in reduction of the principal balance of any
Subclass or Class of Offered Certificates, the aggregate amount of distributions
of principal and interest on any Subclass or Class of Offered Certificates and
the yield to maturity of any Subclass or Class of Offered Certificates will be
directly related to the rate of payments of principal on the Mortgage Loans in
the Trust Estate or, in the case of the Class A-PO Certificates, on the Discount
Mortgage Loans, and the amount and timing of mortgagor defaults resulting in
Realized Losses. The rate of principal payments on the Mortgage Loans will in
turn be affected by the amortization schedules of the Mortgage Loans, the rate
of principal prepayments (including partial prepayments and those resulting from
refinancing) thereon by mortgagors, liquidations of defaulted Mortgage Loans,
repurchases of Mortgage Loans by the Seller as a result of defective
documentation or breaches of representations and warranties, optional purchase
by the Seller of defaulted Mortgage Loans and optional purchase by the Seller of
all of the Mortgage Loans in connection with the termination of the Trust
Estate. See "Pooling and Servicing Agreement -- Optional Termination" herein and
"The Pooling and Servicing Agreement -- Assignment of Mortgage Loans to the
Trustee," "-- Optional Purchases" and "-- Termination; Purchase of Mortgage
Loans" in the Prospectus. Mortgagors are permitted to prepay the Mortgage Loans,
in whole or in part, at any time without penalty.
The rate of payments (including prepayments) on pools of mortgage loans is
influenced by a variety of economic, geographic, social and other factors. If
prevailing rates for similar mortgage loans fall below the Mortgage Interest
Rates on the Mortgage Loans, the rate of prepayment would generally be expected
to increase. Conversely, if interest rates on similar mortgage loans rise above
the Mortgage Interest Rates on the Mortgage Loans, the rate of prepayment would
generally be expected to decrease.
An investor that purchases any Offered Certificates at a discount,
particularly the Class A-PO Certificates, should consider the risk that a slower
than anticipated rate of principal payments on the Mortgage Loans or, in the
case of the Class A-PO Certificates, on the Discount Mortgage Loans, will result
in an actual yield that is lower than such investor's expected yield. An
investor that purchases any Offered Certificates at a premium, or that purchases
any Class A-6 Certificates, which have no principal balance, should consider the
risk that a faster than anticipated rate of principal payments on the Mortgage
Loans will result in an actual yield that is lower than such investor's expected
yield. See "Prepayment and Yield Considerations" herein.
The yield to investors in the Class A-6 Certificates will also be highly
sensitive to LIBOR and relatively small increases in LIBOR will have a material
negative effect on the yield to investors in the Class A-6 Certificates. The
particular sensitivity of the Class A-6 Certificates is separately displayed in
the table appearing under the heading "Prepayment and Yield Considerations" in
this Prospectus Supplement. INVESTORS IN THE CLASS A-6 CERTIFICATES SHOULD
CONSIDER THE RISK THAT A RAPID RATE OF PRINCIPAL PAYMENTS ON THE MORTGAGE LOANS
OR A HIGH RATE OF LIBOR COULD RESULT IN THE FAILURE OF SUCH INVESTORS TO FULLY
RECOVER THEIR INITIAL INVESTMENTS. See "Prepayment and Yield Considerations"
herein.
SUBORDINATION
The rights of the holders of the Class M Certificates to receive
distributions with respect to the Mortgage Loans in the Trust Estate will be
subordinated to such rights of the holders of the Class A Certificates and the
rights of the holders of a Subclass of Class B Certificates to receive
distributions with respect to the Mortgage Loans in the Trust Estate will be
subordinated to such rights of the holders of the Class A Certificates, the
Class M Certificates and the Subclasses of Class B Certificates with lower
numerical designations, all to the extent described herein under "Description of
the Certificates -- Subordination of Class M and Class B Certificates."
BOOK-ENTRY SYSTEM FOR CERTAIN SUBCLASSES OF CLASS A CERTIFICATES
Transactions in the Book-Entry Certificates generally can be effected only
through DTC, DTC Participants and Indirect DTC Participants. The ability of a
Beneficial Owner to pledge Book-Entry
S-30
<PAGE>
Certificates and the liquidity of the Book-Entry Certificates in general may be
limited due to the lack of a physical certificate for such Book-Entry
Certificates. In addition, Beneficial Owners may experience delays in their
receipt of payments. See "Risk Factors -- Book-Entry System for Certain Classes
and Subclasses of Certificates" and "Description of the Certificates --
Book-Entry Form" in the Prospectus.
See "Risk Factors" in the Prospectus.
DESCRIPTION OF THE CERTIFICATES
DENOMINATIONS
The Offered Certificates, other than the Class A-2, Class A-3, Class A-4,
Class A-6, Class A-R and Class A-LR Certificates, will be issued in minimum
denominations of $100,000 initial principal balance and integral multiples of
$1,000 initial principal balance in excess thereof, except that one each of the
Class A-1, Class A-5 and Class A-PO Certificates may be issued in any
denomination in excess of $100,000. The Class A-2, Class A-3 and Class A-4
Certificates will be issued in minimum denominations of $1,000 initial principal
balance and integral multiples of $1,000 initial principal balance in excess
thereof. The Class A-6 Certificates will be issued in minimum denominations of
$3,600,000 initial notional amount and integral multiples of $1,000 initial
notional amount in excess thereof, except that one of the Class A-6 Certificates
may be issued in any denomination in excess of $3,600,000. The Class A-R and
Class A-LR Certificates will each be issued as a single Certificate with a
denomination of $100 initial principal balance.
DEFINITIVE FORM
Offered Certificates issued in fully registered, certificated form are
referred to herein as "Definitive Certificates." The Class A-6, Class A-PO,
Class A-R, Class A-LR, Class M and Offered Class B Certificates will be issued
as Definitive Certificates. Distributions of principal of, and interest on, the
Definitive Certificates will be made by the Trustee or other paying agent
directly to holders of Definitive Certificates in accordance with the procedures
set forth in the Pooling and Servicing Agreement. The Definitive Certificates
will be transferable and exchangeable at the offices of the Trustee or other
certificate registrar. No service charge will be imposed for any registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge imposed in connection therewith.
BOOK-ENTRY FORM
Each Subclass of the Book-Entry Certificates initially will be represented
by one physical certificate registered in the name of Cede & Co. ("Cede"), as
nominee of DTC, which will be the "holder" or "Certificateholder" of such
Certificates, as such terms are used herein. No person acquiring an interest in
the Book-Entry Certificates (a "Beneficial Owner") will be entitled to receive a
Definitive Certificate representing such person's interest in the Book-Entry
Certificates, except as set forth under "Description of the Certificates --
Book-Entry Form" in the Prospectus. Unless and until Definitive Certificates are
issued under the limited circumstances described therein, all references to
actions taken by Certificateholders or holders shall, in the case of the
Book-Entry Certificates, refer to actions taken by DTC upon instructions from
its DTC Participants (as defined under "Description of the Certificates --
Book-Entry Form" in the Prospectus), and all references herein to distributions,
notices, reports and statements to Certificateholders or holders shall, in the
case of the Book-Entry Certificates, refer to distributions, notices, reports
and statements to DTC or Cede, as the registered holder of the Book-Entry
Certificates, as the case may be, for distribution to Beneficial Owners in
accordance with DTC procedures. See "Description of the Certificates --
Book-Entry Form" in the Prospectus.
DISTRIBUTIONS
Distributions of interest and in reduction of principal balance to holders
of each Subclass of Class A and Class B Certificates and the Class M
Certificates will be made monthly, to the extent of each Subclass's or Class's
entitlement thereto, on the 25th day of each month or, if such day is not a
S-31
<PAGE>
business day, on the succeeding business day (each, a "Distribution Date"),
beginning in December 1996. The "Determination Date" with respect to each
Distribution Date will be the 17th day of each month or, if such day is not a
business day, the preceding business day. Distributions will be made on each
Distribution Date to holders of record (which, in the case of the Book-Entry
Certificates, will be Cede, as nominee for DTC) at the close of business on the
last business day of the preceding month (each, a "Record Date"), except that
the final distribution in respect of any Certificate will only be made upon
presentation and surrender of such Certificate at the office or agency appointed
by the Trustee and specified in the notice of final distribution in respect of
such Certificate.
The aggregate amount available for distribution to Certificateholders on
each Distribution Date will be the Pool Distribution Amount. The "Pool
Distribution Amount" for a Distribution Date will be the sum of all previously
undistributed payments or other receipts on account of principal (including
principal prepayments and Liquidation Proceeds in respect of principal, if any),
and interest on or in respect of the Mortgage Loans received by the Master
Servicer, including without limitation any related insurance proceeds and the
proceeds of any purchase of a related Mortgage Loan for breach of a
representation or warranty or the sale of a Mortgaged Property by a Servicer in
connection with the liquidation of the related Mortgage Loan on or prior to the
Remittance Date in the month in which such Distribution Date occurs, plus (i)
all Periodic Advances made and (ii) all other amounts (including any insurance
proceeds and Compensating Interest) placed in the Certificate Account by any
Servicer on or before the Remittance Date or by the Master Servicer on or before
the Distribution Date pursuant to the Pooling and Servicing Agreement, but
excluding the following:
(a) amounts received as late payments of principal or interest
respecting which one or more unreimbursed Periodic Advances has been made;
(b) to the extent permitted by the Pooling and Servicing Agreement, that
portion of Liquidation Proceeds with respect to a Mortgage Loan that
represents any unreimbursed Periodic Advances of such Servicer;
(c) those portions of each payment of interest on a particular Mortgage
Loan which represent (i) the applicable Servicing Fee, (ii) the Master
Servicing Fee and (iii) the Fixed Retained Yield, if any;
(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 principal prepayments in full, all partial principal
prepayments, all proceeds of any Mortgage Loans or property acquired in
respect thereof, or liquidated pursuant to the Pooling and Servicing
Agreement, including net Partial Liquidation Proceeds but excluding any Net
Foreclosure Profits (as defined under "-- Additional Rights of the Class A-R
and Class A-LR Certificateholders" below), and other unscheduled receipts in
respect of principal of the Mortgage Loans other than proceeds of a
repurchase of a Mortgage Loan by the Seller or amounts deposited by the
Seller in the Certificate Account in connection with the substitution of a
Mortgage Loan (collectively, "Unscheduled Principal Receipts") that were
received by each Servicer after the Unscheduled Principal Receipt Period (as
described under "Servicing of the Mortgage Loans -- Unscheduled Principal
Receipts" below) 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 on or following the Due Date in the month in which such
Distribution Date occurs and the excess of the unpaid principal balance of
any defective Mortgage Loan for which a Mortgage Loan was substituted over
the unpaid principal balance of such substituted Mortgage Loan on or
following the Due Date in the month in which such Distribution Date occurs;
(g) to the extent permitted by the Pooling and Servicing Agreement, that
portion of Liquidation Proceeds or insurance proceeds with respect to a
Mortgage Loan or proceeds of any Mortgaged Property that becomes owned by
the Trustee which represents any unpaid Servicing Fee or
S-32
<PAGE>
Master Servicing Fee to which such Servicer or the Master Servicer,
respectively, is entitled, or which represents unpaid Fixed Retained Yield,
and the portion of net Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances;
(h) all amounts representing certain expenses reimbursable to the Master
Servicer and other amounts permitted to be retained by the Master Servicer
or withdrawn by the Master Servicer from the Certificate Account pursuant to
the Pooling and Servicing Agreement;
(i) reinvestment earnings on payments received in respect of the
Mortgage Loans or on other amounts on deposit in the Certificate Account;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any recoveries in respect of principal which had
previously been allocated as a loss to one or more Subclasses of the Class A
or Class B Certificates or the Class M Certificates.
The "Remittance Date" with respect to any Distribution Date and any Mortgage
Loan serviced by an Other Servicer will be the 18th day of each month or, if any
such day is not a business day, the preceding business day. The "Remittance
Date" with respect to any Distribution Date and any Mortgage Loan serviced by
Norwest Mortgage will, except as described below under "Servicing of the
Mortgage Loans -- Anticipated Changes in Servicing," be the 24th day of each
month or, if any such day is not a business day, the preceding business day.
"Partial Liquidation Proceeds" are Liquidation Proceeds received by a
Servicer on a Mortgage Loan prior to such Mortgage Loan becoming a Liquidated
Loan and "net Partial Liquidation Proceeds" are Partial Liquidation Proceeds
less expenses incurred with respect to such liquidation.
Each Servicer is required to deposit in the Certificate Account on the
Remittance Date certain amounts in respect of the Mortgage Loans as set forth
herein under "Servicing of the Mortgage Loans -- Custodial Accounts." The Master
Servicer is required to remit to the Trustee on or before the Distribution Date
any payments constituting part of the Pool Distribution Amount that are received
by the Master Servicer or are required to be made with the Master Servicer's own
funds. Except as described below under "Description of the Certificates --
Periodic Advances," neither the Master Servicer nor the Trustee is obligated to
remit any amounts which a Servicer was required but failed to deposit in the
Certificate Account.
On each Distribution Date, the Pool Distribution Amount will be allocated
among the Classes or Subclasses of Certificates and distributed to the holders
thereof of record as of the related Record Date as follows (the "Pool
Distribution Amount Allocation"):
FIRST, to the Subclasses of Class A Certificates (other than the Class
A-PO 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;
SECOND, to the Subclasses of Class A Certificates (other than the Class
A-PO 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;
THIRD, concurrently, pro rata to the Class A Certificates (other than the
Class A-PO Certificates), based on the Class A Non-PO Optimal Principal Amount,
and the Class A-PO Certificates, based on the Class A-PO Optimal Principal
Amount, (A) to the Subclasses of Class A Certificates (other than the Class A-PO
Certificates) in an aggregate amount up to the Class A Non-PO Optimal Principal
Amount, such distribution to be allocated among such Subclasses in accordance
with the priorities set forth below under "-- Principal (Including Prepayments)
- -- Allocation of Amount to be Distributed" and (B) to the Class A-PO
Certificates in an amount up to the Class A-PO Optimal Principal Amount;
S-33
<PAGE>
FOURTH, to the Class A-PO Certificates in an amount up to the Class A-PO
Deferred Amount, but only from amounts otherwise distributable (without regard
to this priority) to: first the Subclasses of Class B Certificates pursuant to
priorities FOURTEENTH clause (C), THIRTEENTH and TENTH of this Pool Distribution
Amount Allocation; and then 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-PO 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 with respect to such
Distribution Date;
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-PO
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 with respect to such
Distribution Date;
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-PO Deferred Amount in accordance with priority FOURTH; and
FOURTEENTH, sequentially, to the Class B-3, Class B-4 and Class B-5
Certificates so that each such Subclass shall receive (A) first, an amount up to
its Class B Subclass Interest Accrual Amount with respect to such Distribution
Date, (B) then, an amount up to its previously unpaid Class B Subclass Interest
Shortfall Amounts and (C) finally, an amount up to its Subclass B Optimal
Principal Amount before any Subclasses of Class B Certificates with higher
numerical designations receive any payments in respect of interest or principal;
provided, however, that the amount distributable pursuant to this priority
FOURTEENTH clause (C) to any Subclasses of Class B Certificates will be reduced
by the amount, if any, otherwise distributable as principal hereunder used to
pay the Class A-PO Deferred Amount in accordance with priority FOURTH.
The "Class A Non-PO Distribution Amount" for any Distribution Date will be
equal to the sum of the amounts distributed in accordance with priorities FIRST,
SECOND and THIRD clause (A) of the Pool Distribution Amount Allocation set forth
above.
The "Class M Distribution Amount" for any Distribution Date will be equal to
the sum of the amounts distributed in accordance with priorities FIFTH through
SEVENTH of the Pool Distribution Amount Allocation set forth above.
The "Class B Subclass Distribution Amount" for any Distribution Date and the
Class B-1 or Class B-2 Certificates will be equal to the sum of the amounts
distributed in accordance with priorities
S-34
<PAGE>
EIGHTH through TENTH of the Pool Distribution Amount Allocation set forth above
with respect to the Class B-1 Certificates and priorities ELEVENTH through
THIRTEENTH of the Pool Distribution Amount Allocation set forth above with
respect to the Class B-2 Certificates.
The undivided percentage interest (the "Percentage Interest") represented by
any Offered Certificate of a Subclass or Class in distributions to such Subclass
or Class will be equal to the percentage obtained by dividing the initial
principal balance of such Certificate (or initial notional amount in the case of
the Class A-6 Certificates) by the aggregate initial principal balance (or
notional amount) of all Certificates of such Subclass or Class, as the case may
be.
INTEREST
Interest will accrue on each Subclass of Class A Certificates (other than
the Class A-5 and Class A-6 Certificates), the Class M Certificates and each
Subclass of Class B Certificates during each one-month period ending on the last
day of the month preceding the month in which each Distribution Date occurs
(each, a "Regular Interest Accrual Period"). The initial Regular Interest
Accrual Period will be deemed to have commenced on November 1, 1996. Interest
which accrues on such Subclasses of Class A Certificates, the Class M
Certificates and each Subclass of Class B Certificates will be calculated on the
assumption that distributions in reduction of the principal balances thereof on
a Distribution Date are made on the first day of the month of such Distribution
Date. Interest will accrue on the Class A-5 and Class A-6 Certificates during
each one-month period commencing on the 25th day of each month and ending on the
24th day of the following month (each, a "LIBOR Based Interest Accrual Period").
The initial LIBOR Based Interest Accrual Period will commence on November 25,
1996. Interest on each Subclass of Class A Certificates, the Class M
Certificates and each Subclass of Class B Certificates will be calculated on the
basis of a 360-day year consisting of twelve 30-day months.
The amount of interest that will accrue on each Subclass of Class A
Certificates during each Regular Interest Accrual Period or each LIBOR Based
Interest Accrual Period, after taking into account any Non-Supported Interest
Shortfalls and the interest portion of certain losses allocated to such
Subclass, is referred to herein as the "Class A Subclass Interest Accrual
Amount" for such Subclass. The Class A Subclass Interest Accrual Amount for each
Subclass of Class A Certificates, other than the Class A-PO Certificates, will
equal the difference between (a) the product of (i) 1/12th of the Pass-Through
Rate for such Subclass and (ii) the outstanding Class A Subclass Principal
Balance of such Subclass or, in the case of the Class A-6 Certificates, the
outstanding Class A-6 Notional Amount, and (b) the sum of (i) any Non-Supported
Interest Shortfall allocable to such Subclass, (ii) the interest portion of any
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocable to such Subclass and (iii) the interest portion of any Realized
Losses, other than the interest portion of any Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses, allocable to such Subclass on
or after the Cross-Over Date. The pass-through rate for each Subclass of Class A
Certificates (other than the Class A-PO Certificates) (the "Pass-Through Rate")
is the percentage set forth on the cover of this Prospectus Supplement or, in
the case of the Class A-5 and Class A-6 Certificates, is the percentage
determined as described below.
During the initial LIBOR Based Interest Accrual Period, the Pass-Through
Rate for the Class A-5 Certificates will be 5.825% per annum. During each
subsequent LIBOR Based Interest Accrual Period, the Pass-Through Rate for the
Class A-5 Certificates will be a per annum rate, determined on the second
business day preceding the commencement of such LIBOR Based Interest Accrual
Period, (each, a "Rate Determination Date"), equal to the lesser of (i) 0.45%
plus the arithmetic mean of the London interbank offered rate quotations for
one-month Eurodollar deposits ("LIBOR") prevailing on such Rate Determination
Date, determined as described below under "--Determination of LIBOR" and (ii)
10.00%.
During the initial LIBOR Based Interest Accrual Period, the Pass-Through
Rate for the Class A-6 Certificates will be 4.175% per annum. During each
subsequent LIBOR Based Interest Accrual Period, interest will accrue on the
Class A-6 Notional Amount at a per annum rate, subject to a
S-35
<PAGE>
minimum rate of 0.00% and a maximum of 9.55%, equal to 9.55% minus LIBOR, as
determined on the applicable Rate Determination Date. As a result of this
calculation, an increase in LIBOR will produce reduced interest rates (subject
to the minimum rate) for the Class A-6 Certificates, while a decrease in LIBOR
will produce increased interest rates (subject to the maximum rate) for the
Class A-6 Certificates.
The yields to investors in the Class A-5 and Class A-6 Certificates will be
affected by changes in LIBOR. An increase in LIBOR may have little or no
correlation to prevailing mortgage loan interest rates. It is possible that
lower prevailing mortgage loan interest rates (which might be expected to result
in faster prepayments) could occur concurrently with an increase in LIBOR.
Conversely, it is possible that higher prevailing mortgage loan interest rates
(which might be expected to result in slower prepayments) could occur
concurrently with a decrease in LIBOR. See "Prepayment and Yield Considerations"
herein and in the Prospectus.
The Class A-6 Certificates are interest-only certificates and have no
principal balance. The "Class A-6 Notional Amount" with respect to each
Distribution Date will be equal to the Class A Subclass Principal Balance of the
Class A-5 Certificates. Accordingly, any distributions in respect of principal
made to, or losses in respect of principal allocated in reduction of, the Class
A Subclass Principal Balance of the Class A-5 Certificates will result in a
corresponding reduction in the Class A-6 Notional Amount. See "--Principal
(Including Prepayments)" and "--Subordination of Class M and Class B
Certificates--Allocation of Losses" herein. The Class A-6 Notional Amount with
respect to the first Distribution Date will be approximately $17,951,966.
No interest will accrue on the Class A-PO Certificates.
The amount of interest that will accrue on the Class M Certificates during
each month, after taking into account any Non-Supported Interest Shortfalls and
the interest portion of certain losses allocated to such Class, is referred to
herein as the "Class M Interest Accrual Amount." The Class M Interest Accrual
Amount will equal the difference between (a) the product of (i) 1/12th of 7.50%
and (ii) the outstanding Class M Principal Balance and (b) the sum of (i) any
Non-Supported Interest Shortfall allocable to such Class and (ii) the interest
portion of any Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses allocable to such Class.
The amount of interest that will accrue on each Subclass of Class B
Certificates during each month, after taking into account any Non-Supported
Interest Shortfalls and the interest portion of certain losses allocated to such
Subclass, is referred to herein as the "Class B Subclass Interest Accrual
Amount." The Class B Subclass Interest Accrual Amount will equal the difference
between (a) the product of (i) 1/12th of 7.50% and (ii) the outstanding Class B
Subclass Principal Balance and (b) the sum of (i) any Non-Supported Interest
Shortfall allocable to such Subclass and (ii) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocable to such Subclass.
The "Class A Subclass Principal Balance" of a Subclass of Class A
Certificates (other than the Class A-6 and Class A-PO Certificates) as of any
Determination Date will be the principal balance of such Subclass on the date of
initial issuance of the Class A Certificates, less (i) all amounts previously
distributed to holders of Certificates of such Subclass in reduction of the
principal balance of such Subclass and (ii) such Subclass's pro rata share of
the principal portion of Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated through such Determation Date to the holders
of Class A Certificates (other than the Class A-PO Certificates) in the manner
described herein under "-- Subordination of Class M and Class B Certificates --
Allocation of Losses." After the Cross-Over Date, the Class A Subclass Principal
Balance of a Subclass of Class A Certificates (other than the Class A-PO
Certificates) may be subject to further reduction in an amount equal to such
Subclass's pro rata share of the difference, if any, between (a) the Class A
Non-PO Principal Balance as of such Determination Date without regard to this
provision and (b) the difference between (i) the Adjusted Pool Amount for the
preceding Distribution Date and (ii) the Adjusted Pool Amount (PO Portion) for
the preceding Distribution Date. Any pro rata allocation among the Subclasses of
Class A
S-36
<PAGE>
Certificates described in this paragraph will be made among the Subclasses of
Class A Certificates (other than the Class A-PO Certificates) on the basis of
their then-outstanding Class A Subclass Principal Balances.
The Class A-6 Certificates are interest-only certificates and have no
principal balance.
The "Class A Subclass Principal Balance" of the Class A-PO Certificates as
of any Determination Date will be the principal balance of such Subclass on the
date of initial issuance of the Class A Certificates less (i) all amounts
previously distributed to the holders of the Class A-PO Certificates pursuant to
priorities THIRD clause (B) and FOURTH of the Pool Distribution Amount
Allocation and (ii) the principal portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocated through such
Determination Date to the Class A-PO Certificates in the manner described herein
under "-- Subordination of Class M and Class B Certificates -- Allocation of
Losses." After the Cross-Over Date, the Class A Subclass Principal Balance of
the Class A-PO Certificates will be subject to further reduction in an amount
equal to the excess, if any, of (a) the Class A Subclass Principal Balance of
the Class A-PO Certificates as of such Determination Date without regard to this
provision over (b) the Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date.
The "Class A Principal Balance" as of any Determination Date will be equal
to the sum of the Class A Subclass Principal Balances of the Subclasses of Class
A Certificates as of such date.
The "Class A Non-PO Principal Balance" as of any Determination Date will be
equal to the sum of the Class A Subclass Principal Balances of the Subclasses of
Class A Certificates (other than the Class A-PO Certificates).
The "Class M Principal Balance" as of any Determination Date will be the
lesser of (a) the principal balance of the Class M Certificates on the date of
initial issuance of the Class M Certificates less (i) all amounts previously
distributed to holders of the Class M Certificates in reduction of the principal
balance thereof and (ii) the principal portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocated through such
Determination Date to the holders of the Class M Certificates in the manner
described herein under "-- Subordination of Class M and Class B Certificates --
Allocation of Losses" and (b) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
The "Class B Subclass Principal Balance" of a Subclass of Class B
Certificates as of any Determination Date will be the lesser of (a) the
principal balance of such Subclass on the date of initial issuance of the Class
B Certificates less (i) all amounts previously distributed to holders of such
Subclass in reduction of the principal balance thereof and (ii) the principal
portion of Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses allocated through such Determination Date to the holders of
such Subclass in the manner described under "-- Subordination of Class M and
Class B Certificates -- Allocation of Losses" and (b) the Adjusted Pool Amount
as of the preceding Distribution Date less the sum of (i) the Class A Principal
Balance, (ii) the Class M Principal Balance and (iii) the Class B Subclass
Principal Balances of the Subclasses of Class B Certificates with lower
numerical designations, each as of such Determination Date.
The "Class B Principal Balance" as of any date will be equal to the sum of
the Class B Subclass Principal Balances of the Subclasses of Class B
Certificates as of such date.
With respect to any Distribution Date, the "Adjusted Pool Amount" will equal
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 amounts received as Periodic Advances, principal prepayments
and Liquidation Proceeds in respect of principal) and distributed to holders of
the Series 1996-8 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.
S-37
<PAGE>
With respect to any Distribution Date, the "Adjusted Pool Amount (PO
Portion)" will equal the sum as to each Mortgage Loan outstanding at the Cut-Off
Date of the product of (A) the PO Fraction for such Mortgage Loan and (B) the
principal balance of such Mortgage Loan as of the Cut-Off Date less the sum of
(i) all amounts in respect of principal received in respect of such Mortgage
Loan (including amounts received as Periodic Advances, principal prepayments and
Liquidation Proceeds in respect of principal) and distributed to holders of the
Series 1996-8 Certificates on such Distribution Date and all prior Distribution
Dates and (ii) 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 the month in which such Distribution Date occurs.
The "Net Mortgage Interest Rate" on each Mortgage Loan will be equal to the
Mortgage Interest Rate on such Mortgage Loan as stated in the related mortgage
note minus the sum of (i) the Servicing Fee Rate of 0.25% per annum, (ii) the
Master Servicing Fee Rate and (iii) the Fixed Retained Yield rate, if any, for
such Mortgage Loan. See "Servicing of the Mortgage Loans -- Fixed Retained
Yield; Servicing Compensation and Payment of Expenses" herein.
When mortgagors prepay principal, or when principal is recovered through
foreclosure sales or other liquidations of defaulted Mortgage Loans, or when
other Unscheduled Principal Receipts occur, a full month's interest for the
month of payment or recovery may not be paid or recovered, resulting in interest
shortfalls to the extent that such payment or recovery is not included in the
distribution to Certificateholders made in the month in which it is received.
Interest shortfalls resulting from principal prepayments in full made by
mortgagors ("Prepayments in Full") are referred to herein as "Prepayment
Interest Shortfalls." The Master Servicer will be obligated, on or before each
Distribution Date, to pay to the Trustee for the benefit of Certificateholders,
from the Master Servicer's own funds (including amounts otherwise payable to the
Master Servicer in respect of such Distribution Date as Master Servicing Fees)
an amount (such amount, "Compensating Interest") equal to the lesser of (i) the
aggregate Prepayment Interest Shortfall with respect to such Distribution Date
and (ii) the lesser of (X) the product of (A) 1/12th of 0.20% and (B) the Pool
Scheduled Principal Balance for such Distribution Date and (Y) the Available
Master Servicing Compensation for such Distribution Date.
The "Available Master Servicing Compensation" for any Distribution Date will
be equal to 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
deposited in the Certificate Account (which amount of interest with respect to
Prepayments in Full on the Mortgage Loans serviced by Norwest Mortgage is
expected to be zero unless the Remittance Date for such Mortgage Loans changes
as described below under "Servicing of the Mortgage Loans -- Anticipated Changes
in Servicing") and (c) the aggregate amount of Month End Interest remitted by
the Servicers to the Master Servicer pursuant to the related Underlying
Servicing Agreements. With respect to the Mortgage Loans serviced by Norwest
Mortgage, "Month End Interest" for each Distribution Date will be equal to the
lesser of (i) the aggregate Prepayment Interest Shortfalls with respect to the
Mortgage Loans serviced by Norwest Mortgage and (ii) the product of 1/12th of
0.20% and the aggregate scheduled principal balance (as determined in the
applicable Underlying Servicing Agreement) of the Mortgage Loans serviced by
Norwest Mortgage. With respect to the Mortgage Loans serviced by each Other
Servicer, "Month End Interest" for each Distribution Date will be equal to the
lesser of (i) the sum of the aggregate Prepayment Interest Shortfalls and
aggregate Curtailment Interest Shortfalls with respect to the Mortgage Loans
serviced by such Other Servicer and (ii) the sum of (X) the product of 1/12th of
0.25% and the aggregate scheduled principal balance (as determined in the
applicable Underlying Servicing Agreement) of the Mortgage Loans serviced by
such Other Servicer and (Y) reinvestment earnings on payments received in
respect of the Mortgage Loans or on other amounts on deposit in the related
Servicer Custodial Account pursuant to the related Underlying Servicing
Agreement on such Distribution Date. As described below under "Servicing of the
Mortgage Loans -- Anticipated Changes in Servicing," any or all of the Servicers
may be required to begin to remit to the Master Servicer Unscheduled Principal
S-38
<PAGE>
Receipts in full for deposit into the Certificate Account daily on a specified
business day following receipt thereof which will generally result in a deposit
earlier than on the following Remittance Date and, in conjunction therewith, may
be relieved of its obligation to remit Month End Interest. Any such change may
have an impact on the amount of Compensating Interest by increasing the amount
described in clause (b) of the definition of Available Master Servicing
Compensation and decreasing the amount described in clause (c) of the definition
thereof. No assurance can be given as to the timing of any such changes or that
any such changes will occur.
As to any Distribution Date, Prepayment Interest Shortfalls to the extent
that they exceed Compensating Interest are referred to herein as "Non-Supported
Interest Shortfalls" and will be allocated to (i) the Class A Certificates
(other than the Class A-PO Certificates) according to the percentage obtained by
dividing the then-outstanding Class A Non-PO Principal Balance by the sum of the
then-outstanding Class A Non-PO Principal Balance, Class M Principal Balance and
Class B Principal Balance, (ii) the Class M Certificates according to the
percentage obtained by dividing the then-outstanding Class M Principal Balance
by the sum of the then-outstanding Class A Non-PO Principal Balance, Class M
Principal Balance and Class B Principal Balance and (iii) the Class B
Certificates according to the percentage obtained by dividing the
then-outstanding Class B Principal Balance by the sum of the then-outstanding
Class A Non-PO Principal Balance, Class M Principal Balance and Class B
Principal Balance. Such allocation of the Non-Supported Interest Shortfall will
reduce the amount of interest due to be distributed to holders of the Class A
Certificates then entitled to distributions in respect of interest. Such
allocation of the Non-Supported Interest Shortfall will also reduce the amount
of interest due to be distributed to the holders of the Class M Certificates and
the Class B Certificates. Any such reduction in respect of interest allocated to
the Class A Certificates or Class B Certificates will be allocated among such
Subclasses of Class A or Class B Certificates, as the case may be, pro rata on
the basis of their respective Class A Subclass Interest Accrual Amount or Class
B Subclass Interest Accrual Amount, without regard to any reduction pursuant to
this paragraph, for such Distribution Date.
Any interest shortfalls arising from Unscheduled Principal Receipts in full
that are not Prepayments in Full and any interest shortfalls resulting from the
timing of the receipt of partial principal prepayments by mortgagors
("Curtailment Interest Shortfalls") or of other partial Unscheduled Principal
Receipts with respect to the Mortgage Loans will not be offset by Compensating
Interest, but instead will be borne first by the Subclasses of Class B
Certificates in reverse numerical order, second by the Class M Certificates, and
then, pro rata by the Class A Certificates (other than the Class A-PO
Certificates) based on interest accrued. See "Description of the Certificates --
Subordination of Class M and Class B Certificates" herein. After the Cross-Over
Date all interest shortfalls arising from Unscheduled Principal Receipts, other
than Prepayment Interest Shortfalls covered by Compensating Interest, will be
treated as Non-Supported Interest Shortfalls and allocated in reduction of
interest accrued on the Class A Certificates.
The interest portion of any Excess Special Hazard Losses, Excess Fraud
Losses or Excess Bankruptcy Losses will be allocated among the Class A, Class M
and Class B Certificates pro rata based on the interest accrued on each such
Class and among the Subclasses of Class A Certificates (other than the Class
A-PO Certificates) or Class B Certificates, as the case may be, pro rata on the
basis of their respective Class A Subclass Interest Accrual Amounts or Class B
Subclass Interest Accrual Amounts, without regard to any reduction pursuant to
this paragraph, for such Distribution Date.
Allocations of the interest portion of Realized Losses (other than Excess
Special Hazard Losses, Excess Fraud Losses or Excess Bankruptcy Losses) first to
the Subclasses of Class B Certificates in reverse numerical order and then to
the Class M Certificates will result from the priority of distributions first to
the holders of the Class A Certificates, second to the holders of the Class M
Certificates and finally to the holders of the Subclasses of Class B
Certificates in numerical order of the Pool Distribution Amount as described
above under "Description of the Certificates -- Distributions."
S-39
<PAGE>
On each Distribution Date on which the Pool Distribution Amount equals or
exceeds the sum of the Class A Subclass Interest Accrual Amounts, distributions
in respect of interest to each Subclass of Class A Certificates will equal such
Subclass's Class A Subclass Interest Accrual Amount.
If, on any Distribution Date, the Pool Distribution Amount is less than the
sum of the Class A Subclass Interest Accrual Amounts, the amount of interest
currently distributed on the Class A Certificates will equal the Pool
Distribution Amount and will be allocated among the Subclasses of Class A
Certificates (other than the Class A-PO Certificates) pro rata in accordance
with each such Subclass's Class A Subclass Interest Accrual Amount. Amounts so
allocated will be distributed in respect of interest to each such Subclass of
Class A Certificates. Any difference between the portion of the Pool
Distribution Amount distributed in respect of current interest to each such
Subclass of Class A Certificates and the Class A Subclass Interest Accrual
Amount for such Subclass with respect to the related Distribution Date (as to
each such Subclass, the "Class A Subclass Interest Shortfall Amount") will be
added to the amount to be distributed on subsequent Distribution Dates to such
Subclass, but only so long as it is outstanding, to the extent that the Pool
Distribution Amount is sufficient therefor. No interest will accrue on the
unpaid Class A Subclass Interest Shortfall Amounts.
On each Distribution Date on which the Pool Distribution Amount exceeds the
sum of the Class A Subclass Interest Accrual Amounts, any excess will then be
allocated first to pay previously unpaid Class A Subclass Interest Shortfall
Amounts. Such amounts will be allocated among the Subclasses of Class A
Certificates (other than the Class A-PO Certificates) pro rata in accordance
with the respective unpaid Class A Subclass Interest Shortfall Amounts
immediately prior to such Distribution Date.
On each Distribution Date on which the Pool Distribution Amount equals or
exceeds the sum for such Distribution Date of (A) the sum of (i) the sum of the
Class A Subclass Interest Accrual Amounts with respect to the Subclasses of
Class A Certificates, (ii) the sum of the unpaid Class A Subclass Interest
Shortfall Amounts with respect to the Subclasses of Class A Certificates and
(iii) the Class A Non-PO Optimal Principal Amount (collectively with the amounts
described in clauses (i) and (ii), the "Class A Non-PO Optimal Amount"), (B) the
Class A-PO Optimal Principal Amount (collectively with the amount described in
clause (A), the "Class A Optimal Amount") and (C) the Class M Interest Accrual
Amount, distributions in respect of current interest to the Class M Certificates
will equal the Class M Interest Accrual Amount.
If, on any Distribution Date, the Pool Distribution Amount is less than the
sum of (i) the Class A Optimal Amount and (ii) the Class M Interest Accrual
Amount, the amount of current interest distributed on the Class M Certificates
will equal the Pool Distribution Amount minus the amounts distributed to the
Class A Certificates with respect to such Distribution Date. Any difference
between the portion of the Pool Distribution Amount distributed in respect of
current interest to the Class M Certificates and the Class M Interest Accrual
Amount with respect to such Distribution Date (the "Class M Interest Shortfall
Amount") will be added to the amount to be distributed on subsequent
Distribution Dates to the Class M Certificates, but only so long as they are
outstanding, to the extent that the Pool Distribution Amount is sufficient
therefor. No interest will accrue on the unpaid Class M Interest Shortfall
Amount.
Subject to the payment of any Class A-PO Deferred Amount, on each
Distribution Date on which the Pool Distribution Amount exceeds the sum of the
Class A Optimal Amount and the Class M Interest Accrual Amount, any excess will
be allocated first to pay previously unpaid Class M Interest Shortfall Amounts
and then to make distributions in respect of principal on the Class M
Certificates. With respect to each Distribution Date, the "Class M Optimal
Amount" will equal the sum of (i) the Class M Interest Accrual Amount, (ii) the
unpaid Class M Interest Shortfall Amount and (iii) the Class M Optimal Principal
Amount.
On each Distribution Date on which the Pool Distribution Amount equals or
exceeds the sum of (i) the Class B Subclass Interest Accrual Amount for a
particular Subclass of Class B Certificates and
S-40
<PAGE>
(ii) all amounts senior in priority to such Class B Subclass Interest Accrual
Amount as set forth in the Pool Distribution Amount Allocation, the distribution
in respect of current interest to such Subclass of Class B Certificates will
equal such Subclass's Class B Subclass Interest Accrual Amount.
If on any Distribution Date, the Pool Distribution Amount is less than the
sum of (i) the Class B Subclass Interest Accrual Amount for a particular
Subclass of Class B Certificates and (ii) all amounts senior in priority to such
Class B Subclass Interest Accrual Amount based on the priorities in the Pool
Distribution Amount Allocation, the amount of current interest distributed on
such Subclass of Class B Certificates will equal the Pool Distribution Amount
less all amounts senior in priority to such Class B Subclass Interest Accrual
Amount as set forth in the Pool Distribution Amount Allocation. Any difference
between the amount distributed in respect of current interest to such Subclass
of Class B Certificates and the Class B Subclass Interest Accrual Amount for
such Subclass with respect to the related Distribution Date (as to such
Subclass, the "Class B Subclass Interest Shortfall Amount") will be added to the
amount to be distributed on subsequent Distribution Dates to such Subclass, but
only so long as it is outstanding, to the extent the Pool Distribution Amount is
sufficient therefor. No interest will accrue on such Class B Subclass Interest
Shortfall Amount.
For a particular Subclass of Class B Certificates, subject to the payment of
any Class A-PO Deferred Amount, on each Distribution Date on which the Pool
Distribution Amount exceeds the sum of the Class A Optimal Amount, the Class M
Optimal Amount, the Subclass B Optimal Amount for each Subclass of Class B
Certificates with a lower numerical designation and the Class B Subclass
Interest Accrual Amount for such Subclass, any excess will be allocated first to
pay previously unpaid Class B Subclass Interest Shortfall Amounts of such
Subclass and then to make distributions in respect of principal on such
Subclass. With respect to each Distribution Date, the "Subclass B Optimal
Amount" for any Subclass of Class B Certificates will equal the sum of (i) the
Class B Subclass Interest Accrual Amount, (ii) the unpaid Class B Subclass
Interest Shortfall Amounts and (iii) the Subclass B Optimal Principal Amount.
On any Distribution Date on which the Pool Distribution Amount is less than
the Class A Optimal Amount, the Class M Certificates and the Subclasses of Class
B Certificates will not be entitled to any distributions of interest or
principal.
DETERMINATION OF LIBOR
On each Rate Determination Date, the Trustee will determine LIBOR for the
succeeding LIBOR Based Interest Accrual Period on the basis of the offered LIBOR
quotations of the Reference Banks, as such quotations are provided to the
Trustee as of 11:00 a.m. (London time) on such Rate Determination Date. As used
herein with respect to a Rate Determination Date, "business day" means a day on
which banks are open for dealing in foreign currency and exchange in London and
New York City; "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 Trustee and are able and willing
to provide such quotations to the Trustee 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 any 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 Trustee may, in its sole discretion, designate an
alternative Reference Bank.
On each Rate Determination Date, LIBOR for the next succeeding LIBOR Based
Interest Accrual Period will be established by the Trustee as follows:
(i) If on any Rate Determination Date two or more of the Reference Banks
provide such offered quotations, LIBOR for the next LIBOR Based Interest
Accrual Period will be the arithmetic mean of such offered quotations
(rounding such arithmetic mean upwards if necessary to the nearest whole
multiple of 1/16%).
S-41
<PAGE>
(ii) If on any Rate Determination Date only one or none of the Reference
Banks provides such offered quotations, LIBOR for the next LIBOR Based
Interest Accrual Period will be the 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 Trustee
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 rate that New York City banks selected by
the Trustee 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 Trustee can determine no
such arithmetic mean, the lowest one-month Eurodollar lending rate that
the New York City banks selected by the Trustee are quoting on such Rate
Determination Date to leading European banks.
(iii) If on any Rate Determination Date the Trustee is required but is
unable to determine the Reserve Interest Rate in the manner provided in
paragraph (ii) above, LIBOR for the next LIBOR Based Interest Accrual
Period will be LIBOR as determined on the previous Rate Determination
Date, or, in the case of the first Rate Determination Date, 5.375%.
The establishment of LIBOR by the Trustee and the Trustee's subsequent
calculation of the rates of interest applicable to the Class A-5 and Class A-6
Certificates for the relevant LIBOR Based Interest Accrual Period, in the
absence of manifest error, will be final and binding. Such Pass-Through Rates
may be obtained by telephoning the Trustee at 704-386-3705.
PRINCIPAL (INCLUDING PREPAYMENTS)
The principal balance of a Class A or Class B Certificate of any Subclass or
of any Class M Certificate at any time is equal to the product of the Class A
Subclass Principal Balance or Class B Subclass Principal Balance of such
Subclass or the Class M Principal Balance, as the case may be, and such
Certificate's Percentage Interest, and represents the maximum specified dollar
amount (exclusive of (i) any interest that may accrue on such Class A, Class M
or Class B Certificate and (ii) in the case of the Class A-R and Class A-LR
Certificates, any additional amounts to which the holders of such Certificates
may be entitled as described below under "-- Additional Rights of the Class A-R
and Class A-LR Certificateholders") to which the holder thereof is entitled from
the cash flow on the Mortgage Loans at such time, and will decline to the extent
of distributions in reduction of the principal balance of, and allocations of
losses to, such Certificate. The approximate initial Class A Subclass Principal
Balance or Class B Subclass Principal Balance of each Subclass of Class A and
Offered Class B Certificates (other than the Class A-6 Certificates) and the
approximate initial Class M Principal Balance are set forth on the cover of this
Prospectus Supplement. The Class A-6 Certificates will have no Class A Subclass
Principal Balance.
CALCULATION OF AMOUNT TO BE DISTRIBUTED TO THE CLASS A CERTIFICATES (OTHER
THAN THE CLASS A-PO CERTIFICATES)
Distributions in reduction of the principal balance of the Class A
Certificates (other than the Class A-PO Certificates) will be made on each
Distribution Date pursuant to priority THIRD clause (A) of the Pool Distribution
Amount Allocation, in an aggregate amount (the "Class A Non-PO Principal
Distribution Amount") equal to the amount distributed pursuant to priority THIRD
clause (A) of the Pool Distribution Amount Allocation, in an aggregate amount up
to the Class A Non-PO Optimal Principal Amount.
The "Class A Non-PO Optimal Principal Amount" with respect to each
Distribution Date will be an amount equal to the sum for each outstanding
Mortgage Loan (including each defaulted Mortgage
S-42
<PAGE>
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:
(i) the Class A Percentage of (A) the scheduled payment of principal due on
such Mortgage Loan on the first day of the month in which the
Distribution Date occurs, less (B) if the Bankruptcy Loss Amount is zero,
the principal portion of Debt Service Reductions 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 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, as described under the
heading "Description of the Mortgage Loans -- Mandatory Repurchase or
Substitution of Mortgage Loans" herein, and
(iv) the Class A Percentage of the excess of the unpaid principal balance of
any defective Mortgage Loan for which a Mortgage Loan was substituted
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such substituted Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed advances in respect of such defective Mortgage Loan. See
"The Pooling and Servicing Agreement -- Assignment of the Mortgage Loans
to the Trustee" in the Prospectus.
In addition, in the event that there is any recovery of an amount in respect
of principal which had previously been allocated as a Realized Loss to the Class
A Certificates (other than the Class A-PO Certificates) each Subclass of Class A
Certificates, for so long as its principal balance has not been reduced to zero,
will be entitled to its pro rata share of such recovery in an amount up to the
amount by which the Class A Subclass Principal Balance of such Subclass was
reduced as a result of such Realized Loss.
The "Non-PO Fraction" with respect to any Mortgage Loan will equal the Net
Mortgage Interest Rate for such Mortgage Loan divided by 7.50%.
The "Scheduled Principal Balance" of a Mortgage Loan as of any Distribution
Date is the unpaid principal balance of such Mortgage Loan as specified in the
amortization schedule at the time relating thereto (before any adjustment to
such schedule by reason of bankruptcy (other than Deficient Valuations),
moratorium or similar waiver or grace period) as of the Due Date occurring in
the month preceding the month in which such Distribution Date occurs, after
giving effect to any principal prepayments or other unscheduled recoveries of
principal previously received, to any partial principal prepayments and
Deficient Valuations occurring prior to such Due Date, to the payment of
principal due on such Due Date irrespective of any delinquency in payment by the
mortgagor and to any Unscheduled Principal Receipts received or applied during
the applicable Unscheduled Principal Receipt Period for the Distribution Date in
the month preceding such Distribution Date.
A "Realized Loss" is any Liquidated Loan Loss (including any Special Hazard
Loss and any Fraud Loss) or any Bankruptcy Loss. A "Liquidated Loan" is a
defaulted Mortgage Loan as to which the Servicer has determined that all
recoverable liquidation and insurance proceeds have been received. A "Liquidated
Loan Loss" on a Liquidated Loan is equal to the excess, if any, of (i) the
unpaid principal balance of such Liquidated Loan, plus accrued interest thereon
in accordance with the amortization schedule at the Net Mortgage Interest Rate
through the last day of the month in which such Mortgage Loan was liquidated,
over (ii) net Liquidation Proceeds. For purposes of calculating the amount of
any Liquidated Loan Loss, all net Liquidation Proceeds (after reimbursement of
any previously unreimbursed Periodic Advance) will be applied first to accrued
interest and then to the unpaid principal
S-43
<PAGE>
balance of the Liquidated Loan. A "Special Hazard Loss" is (A) a Liquidated Loan
Loss suffered by a Mortgaged Property on account of direct physical loss
exclusive of (i) any loss covered by a standard hazard insurance policy or, if
the Mortgaged Property is located in an area identified in the Federal Register
by the Federal Emergency Management Agency as having special flood hazards, a
flood insurance policy, of the types described in the Prospectus under "The
Trust Estates -- Mortgage Loans -- Insurance Policies" and (ii) any loss caused
by or resulting from (a) normal wear and tear, (b) dishonest acts of the
Trustee, the Master Servicer or the Servicer or (c) errors in design, faulty
workmanship or faulty materials, unless the collapse of the property or a part
thereof ensues or (B) a Liquidated Loan Loss arising from or relating to the
presence or suspected presence of hazardous wastes or substances on a Mortgaged
Property. A "Fraud Loss" is a Liquidated Loan Loss incurred on a Liquidated Loan
as to which there was fraud in the origination of such Mortgage Loan. A
"Bankruptcy Loss" is a Debt Service Reduction or a Deficient Valuation. A "Debt
Service Reduction" means a reduction in the amount of monthly payments due to
certain bankruptcy proceedings, but does not include any permanent forgiveness
of principal. A "Deficient Valuation" with respect to a Mortgage Loan means a
valuation by a court of the Mortgaged Property in an amount less than the
outstanding indebtedness under the Mortgage Loan or any reduction in the amount
of monthly payments that results in a permanent forgiveness of principal, which
valuation or reduction results from a bankruptcy proceeding.
The "Class A Percentage" for any Distribution Date occurring on or prior to
the Cross-Over Date is the percentage (subject to rounding), which in no event
will exceed 100%, obtained by dividing the Class A Non-PO Principal Balance as
of such date (before taking into account distributions in reduction of principal
balance on such date) by the Pool Balance (Non-PO Portion). The "Pool Balance
(Non-PO Portion)" is the sum for each 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 as of such Distribution Date. The Class
A Percentage for the first Distribution Date will be approximately 96.49%. The
Class A Percentage will decrease as a result of the allocation of certain
unscheduled payments in respect of principal according to the Class A Prepayment
Percentage for a specified period to the Class A Certificates (other than the
Class A-PO Certificates) and will increase as a result of the allocation of
Realized Losses to the Class M and Class B Certificates. The Class A Percentage
for each Distribution Date occurring after the Cross-Over Date will be 100%.
The "Class A Prepayment Percentage" for any Distribution Date will be the
percentage indicated below:
<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN CLASS A PREPAYMENT PERCENTAGE
- --------------------------------------------------------- ------------------------------------------------------
<S> <C>
December 1996 through November 2001...................... 100%;
December 2001 through November 2002...................... the Class A Percentage, plus 70% of the Subordinated
Percentage;
December 2002 through November 2003...................... the Class A Percentage, plus 60% of the Subordinated
Percentage;
December 2003 through November 2004...................... the Class A Percentage, plus 40% of the Subordinated
Percentage;
December 2004 through November 2005...................... the Class A Percentage, plus 20% of the Subordinated
Percentage; and
December 2005 and thereafter............................. the Class A Percentage;
</TABLE>
PROVIDED, HOWEVER, that if on any of the foregoing Distribution Dates the
Class A Percentage exceeds the initial Class A Percentage, the Class A
Prepayment Percentage for such Distribution Date will once again equal 100%. See
"Prepayment and Yield Considerations" herein and in the Prospectus.
Notwithstanding the foregoing, no reduction of the Class A Prepayment Percentage
will occur on any Distribution Date if (i) as of such Distribution Date as to
which any such reduction applies, 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 Mortgage Loans in foreclosure and Mortgage Loans with respect to which the
related Mortgaged
S-44
<PAGE>
Property has been acquired by the Trust Estate) is greater than or equal to 50%
of the sum of the then-outstanding Class M Principal Balance and the
then-outstanding Class B Principal Balance, or (ii) for any Distribution Date,
cumulative Realized Losses with respect to the Mortgage Loans exceed the
percentages of the principal balance of the Subordinated Certificates as of the
Cut-Off Date (the "Original Subordinated Principal Balance") indicated below:
<TABLE>
<CAPTION>
PERCENTAGE OF ORIGINAL SUBORDINATED
DISTRIBUTION DATE OCCURRING IN PRINCIPAL BALANCE
- ------------------------------------------------------ -----------------------------------
<S> <C>
December 2001 through November 2002................... 30%
December 2002 through November 2003................... 35%
December 2003 through November 2004................... 40%
December 2004 through November 2005................... 45%
December 2005 and thereafter.......................... 50%
</TABLE>
This disproportionate allocation of certain unscheduled payments in respect
of principal will have the effect of accelerating the amortization of the Class
A Certificates (other than the Class A-PO Certificates) while, in the absence of
Realized Losses, increasing the interest in the principal balance of the
Mortgage Loans evidenced by the Class M and Class B Certificates. Increasing the
respective interest of the Class M and Class B Certificates relative to that of
the Class A Certificates (other than the Class A-PO Certificates) is intended to
preserve the availability of the subordination provided by the Class M and Class
B Certificates. See "-- Subordination of Class M and Class B Certificates"
below. The "Subordinated Percentage" for any Distribution Date will be
calculated as the difference between 100% and the Class A Percentage for such
date. The "Subordinated Prepayment Percentage" for any Distribution Date will be
calculated as the difference between 100% and the Class A Prepayment Percentage
for such date. If on any Distribution Date the allocation to the Class A
Certificates (other than the Class A-PO Certificates) of full and partial
principal prepayments and other amounts in the percentage required above would
reduce the outstanding Class A Non-PO Principal Balance below zero, the Class A
Prepayment Percentage for such Distribution Date will be limited to the
percentage necessary to reduce the Class A Non-PO Principal Balance to zero.
CALCULATION OF AMOUNT TO BE DISTRIBUTED TO THE CLASS A-PO CERTIFICATES
Distributions in reduction of the Class A Subclass Principal Balance of the
Class A-PO Certificates will be made on each Distribution Date in an aggregate
amount equal to the Class A-PO Distribution Amount. The "Class A-PO Distribution
Amount" with respect to any Distribution Date will be equal to the sum of (i)
the amount distributed pursuant to priority THIRD clause (B) of the Pool
Distribution Amount Allocation, in an aggregate amount up to the Class A-PO
Optimal Principal Amount and (ii) the amount distributed pursuant to priority
FOURTH of the Pool Distribution Amount Allocation, in an aggregate amount up to
the Class A-PO Deferred Amount.
The "Class A-PO Optimal Principal Amount" with respect to each Distribution
Date will be an amount equal to 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 PO Fraction for such Mortgage Loan and (B) the
sum of:
(i) the scheduled payment of principal due on such Mortgage Loan on the
first day of the month in which the Distribution Date occurs, less, if
the Bankruptcy Loss Amount is zero, the principal portion of Debt Service
Reductions 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 Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable
type of Unscheduled Principal Receipt,
(iii) the Scheduled Principal Balance of such Mortgage Loan which, during
the month preceding the month of such Distribution Date was repurchased
by the Seller, as described under the heading "Description of the
Mortgage Loans -- Mandatory Repurchase or Substitution of Mortgage Loans"
herein, and
S-45
<PAGE>
(iv) the excess of the unpaid principal balance of any defective Mortgage
Loan for which a Mortgage Loan was substituted during the month preceding
the month in which such Distribution Date occurs over the unpaid
principal balance of such substituted Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed advances in
respect of such defective Mortgage Loan. See "The Pooling and Servicing
Agreement -- Assignment of Mortgage Loans to the Trustee" in the
Prospectus.
The "Class A-PO Deferred Amount" for any Distribution Date prior to the
Cross-Over Date will equal the difference between (A) the sum of (i) the amount
by which the Class A-PO Optimal Principal Amount for all prior Distribution
Dates exceeds the amounts distributed to the Class A-PO Certificates on such
prior Distribution Dates pursuant to priority THIRD, clause (B) of the Pool
Distribution Amount Allocation, but only to the extent such shortfall is not
attributable to Realized Losses allocated to the Class A-PO Certificates as
described in "-- Subordination of Class M and Class B Certificates -- Allocation
of Losses" below 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
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 Discount Mortgage Loan other
than Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses and (B) amounts distributed on the Class A-PO Certificates on prior
Distribution Dates pursuant to priority FOURTH of the Pool Distribution Amount
Allocation. On or after the Cross-Over Date, the Class A-PO Deferred Amount will
be zero. No interest will accrue on any Class A-PO Deferred Amount.
In addition, in the event that there is any recovery of an amount in respect
of principal which had previously been allocated as a Realized Loss to the Class
A-PO Certificates, such Subclass, for so long as its principal balance has not
been reduced to zero, will be entitled to its share of such recovery in an
amount up to the amount by which the Class A Subclass Principal Balance of the
Class A-PO Certificates was reduced as a result of such Realized Loss.
The "PO Fraction" with respect to any Discount Mortgage Loan will equal the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan. The PO
Fraction with respect to each Mortgage Loan that is not a Discount Mortgage Loan
will be zero.
The "Pool Balance (PO Portion)" is the sum for each Discount Mortgage Loan
of the product of the Scheduled Principal Balance of such Discount Mortgage Loan
and the PO Fraction for such Discount Mortgage Loan.
CALCULATION OF AMOUNT TO BE DISTRIBUTED TO THE CLASS M AND CLASS B
CERTIFICATES
Distributions in reduction of the principal balance of the Class M
Certificates will be made on each Distribution Date, pursuant to priority
SEVENTH of the Pool Distribution Amount Allocation, in an aggregate amount (the
"Class M Principal Distribution Amount") up to the Class M Optimal Principal
Amount.
The "Class M Optimal Principal Amount" with respect to each Distribution
Date will be an amount equal to 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:
(i)the Class M Percentage of (A) the scheduled payment of principal due on
such Mortgage Loan on the first day of the month in which the
Distribution Date occurs, less (B) if the Bankruptcy Loss Amount is zero,
the principal portion of Debt Service Reductions with respect to such
Mortgage Loan,
S-46
<PAGE>
(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 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, as described under the
heading "Description of the Mortgage Loans -- Mandatory Repurchase or
Substitution of Mortgage Loans" herein, and
(iv)
the Class M Percentage of the excess of the unpaid principal balance of
any defective Mortgage Loan for which a Mortgage Loan was substituted
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such substituted Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed advances in respect of such defective Mortgage Loan. See
"The Pooling and Servicing Agreement -- Assignment of the Mortgage Loans
to the Trustee" in the Prospectus.
Distributions in reduction of the principal balances of the Class B-1 and
Class B-2 Certificates will be made on each Distribution Date, pursuant to
priorities TENTH and THIRTEENTH, respectively, of the Pool Distribution Amount
Allocation, in an aggregate amount with respect to each such Subclass (the
"Class B-1 Principal Distribution Amount" and "Class B-2 Principal Distribution
Amount," respectively) up to the Subclass B Optimal Principal Amount for such
Subclass.
The "Subclass B Optimal Principal Amount" for a particular Subclass of Class
B Certificates with respect to each Distribution Date will be an amount equal to
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:
(i)the Subclass B Percentage for such Subclass of (A) the scheduled payment
of principal due on such Mortgage Loan on the first day of the month in
which the Distribution Date occurs, less (B) if the Bankruptcy Loss
Amount is zero, the principal portion of Debt Service Reductions with
respect to such Mortgage Loan,
(ii)
the Subclass B Prepayment Percentage for such Subclass of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt,
(iii)
the Subclass B Prepayment Percentage for such Subclass 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, as
described under the heading "Description of the Mortgage Loans --
Mandatory Repurchase or Substitution of Mortgage Loans" herein, and
(iv)
the Subclass B Percentage for such Subclass of the excess of the unpaid
principal balance of any defective Mortgage Loan for which a Mortgage
Loan was substituted during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
substituted Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed advances in respect of such defective
Mortgage Loan. See "The Pooling and Servicing Agreement -- Assignment of
the Mortgage Loans to the Trustee" in the Prospectus.
The principal distribution to the holders of Class M Certificates or a
Subclass of Class B Certificates will be reduced on any Distribution Date on
which (i) the principal balance of the Class M Certificates or such Subclass of
Class B Certificates on the following Determination Date would be reduced to
zero as a result of principal distributions or allocation of losses and (ii) the
principal balance of any Class A
S-47
<PAGE>
Certificates, and in the case of a Subclass of Class B Certificates, the
principal balances of the Class M Certificates or any Subclass of Class B
Certificates with a lower numerical designation, would be subject to reduction
on such Determination Date as a result of allocation of Realized Losses (other
than Excess Bankruptcy Losses, Excess Fraud Losses and Excess Special Hazard
Losses). The amount of any such reduction in the principal distributed to the
holders of Class M Certificates or such Subclass of Class B Certificates will
instead be distributed pro rata to the holders of any Subclass (other than the
Class A-PO Certificates) and Class senior in priority to receive distributions
in accordance with the Pool Distribution Amount Allocation.
In addition, in the event that there is any recovery of an amount in respect
of principal which had previously been allocated as a Realized Loss to the Class
M Certificates or any Subclass of Class B Certificates, the Class M Certificates
or such Subclass, for so long as the principal balance of such Class or Subclass
has not been reduced to zero, will be entitled to their pro rata share of such
recovery up to the amount by which the Class M Principal Balance or Class B
Subclass Principal Balance was reduced as a result of such Realized Loss.
The "Class M Percentage" and "Class M Prepayment Percentage" for any
Distribution Date will equal that portion of the Subordinated Percentage and
Subordinated Prepayment Percentage, as the case may be, represented by the
fraction the numerator of which is the then-outstanding Class M Principal
Balance and the denominator of which is the sum of the Class M Principal Balance
and, if any of the Subclasses of the Class B Certificates are entitled to
principal distributions for such Distribution Date as described below, the Class
B Subclass Principal Balances of the Subclasses entitled to principal
distributions.
The "Subclass B Percentage" and "Subclass B Prepayment Percentage" for a
Subclass of Class B Certificates will equal the portion of the Subordinated
Percentage and Subordinated Prepayment Percentage, as the case may be,
represented by the fraction, the numerator of which is the then-outstanding
Class B Subclass Principal Balance for such Subclass of Class B Certificates and
the denominator of which is the sum of the Class M Principal Balance and the
Class B Subclass Principal Balances of the Subclasses entitled to principal
distributions for such Distribution Date as described below. In the event that a
Subclass of Class B Certificates is not entitled to principal distributions for
such Distribution Date, the Subclass B Percentage and Subclass B Prepayment
Percentage for such Subclass will both be 0% with respect to such Distribution
Date.
In the event that on any Distribution Date, the Current Class M Fractional
Interest is less than the Original Class M Fractional Interest, then the Class
B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates will not be
entitled to distributions in respect of principal and the Class B Subclass
Principal Balances thereof will not be used to determine the Class M Percentage
and Class M Prepayment Percentage for such Distribution Date. For such
Distribution Date, the Class M Percentage and Class M Prepayment Percentage will
equal the Subordinated Percentage and the Subordinated Prepayment Percentage,
respectively. In the event that the Current Class M Fractional Interest equals
or exceeds the Original Class M Fractional Interest but the Current Class B-1
Fractional Interest is less than the Original Class B-1 Fractional Interest, the
Class B-2, Class B-3, Class B-4 and Class B-5 Certificates will not be entitled
to distributions in respect of principal and the Class B Subclass Principal
Balances of such Subclasses will not be used to determine the Class M
Percentage, the Class M Prepayment Percentage, the Subclass B Percentage for the
Class B-1 Certificates and the Subclass B Prepayment Percentage for the Class
B-1 Certificates for such Distribution Date. In the event that each of the
Current Class M Fractional Interest and the Current Class B-1 Fractional
Interest equals or exceeds the Original Class M Fractional Interest and the
Original Class B-1 Fractional Interest, respectively, but the Current Class B-2
Fractional Interest is less than the Original Class B-2 Fractional Interest, the
Class B-3, Class B-4 and Class B-5 Certificates will not be entitled to
distributions in respect of principal and the Class B Subclass Principal
Balances of such Subclasses will not be used to determine the Class M
Percentage, the Class M Prepayment Percentage, the Subclass B Percentages for
the Subclasses of Class B Certificates with lower numerical designations and the
Subclass B Prepayment Percentages for the Subclasses of Class B Certificates
with lower
S-48
<PAGE>
numerical designations for such Distribution Date. In the event that each of the
Current Class M Fractional Interest, the Current Class B-1 Fractional Interest
and the Current Class B-2 Fractional Interest equals or exceeds the Original
Class M Fractional Interest, the Original Class B-1 Fractional Interest and the
Original Class B-2 Fractional Interest, respectively, but the Current Class B-3
Fractional Interest is less than the Original Class B-3 Fractional Interest, the
Class B-4 and Class B-5 Certificates will not be entitled to distributions in
respect of principal and the Class B Subclass Principal Balances of such
Subclasses will not be used to determine the Class M Percentage, the Class M
Prepayment Percentage, the Subclass B Percentages for the Subclasses of Class B
Certificates with lower numerical designations and the Subclass B Prepayment
Percentages for the Subclasses of Class B Certificates with lower numerical
designations for such Distribution Date. In the event that each of the Current
Class M Fractional Interest, the Current Class B-1 Fractional Interest, the
Current Class B-2 Fractional Interest and the Current Class B-3 Fractional
Interest equals or exceeds the Original Class M Fractional Interest, the
Original Class B-1 Fractional Interest, the Original Class B-2 Fractional
Interest and the Original Class B-3 Fractional Interest, respectively, but the
Current Class B-4 Fractional Interest is less than the Original Class B-4
Fractional Interest, the Class B-5 Certificates will not be entitled to
distributions in respect of principal and the Class B Subclass Principal Balance
of such Subclass will not be used to determine the Class M Percentage, the Class
M Prepayment Percentage, the Subclass B Percentages for the Subclasses of Class
B Certificates with lower numerical designations and the Subclass B Prepayment
Percentages for the Subclasses of Class B Certificates with lower numerical
designations for such Distribution Date. The Class B-5 Certificates will not
have original or current fractional interests which are required to be
maintained as described above.
The "Original Class M Fractional Interest" is the percentage obtained by
dividing the sum of the initial Class B Subclass Principal Balances of the Class
B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates by the sum of
the initial Class A Non-PO Principal Balance, initial Class M Principal Balance
and initial Class B Principal Balance. The Original Class M Fractional Interest
is expected to be approximately 2.51%. The "Current Class M Fractional Interest"
for any Distribution Date is the percentage obtained by dividing the sum of the
then-outstanding Class B Subclass Principal Balances of the Class B-1, Class
B-2, Class B-3, Class B-4 and Class B-5 Certificates by the sum of the
then-outstanding Class A Non-PO Principal Balance, the Class M Principal Balance
and the Class B Principal Balance.
The "Original Class B-1 Fractional Interest" is the percentage obtained by
dividing the sum of the initial 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 initial
Class A Non-PO Principal Balance, initial Class M Principal Balance and initial
Class B Principal Balance. The Original Class B-1 Fractional Interest is
expected to be approximately 1.26%. The "Current Class B-1 Fractional Interest"
for any Distribution Date is the percentage obtained by dividing the sum of the
then-outstanding 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 then-outstanding
Class A Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance.
The "Original Class B-2 Fractional Interest" is the percentage obtained by
dividing the sum of the initial Class B Subclass Principal Balances of the Class
B-3, Class B-4 and Class B-5 Certificates by the sum of the initial Class A
Non-PO Principal Balance, initial Class M Principal Balance and initial Class B
Principal Balance. The Original Class B-2 Fractional Interest is expected to be
approximately 0.75%. The "Current Class B-2 Fractional Interest" for any
Distribution Date is the percentage obtained by dividing the sum of the
then-outstanding Class B Subclass Principal Balances of the Class B-3, Class B-4
and Class B-5 Certificates by the sum of the then-outstanding Class A Non-PO
Principal Balance, the Class M Principal Balance and the Class B Principal
Balance.
The "Original Class B-3 Fractional Interest" is the percentage obtained by
dividing the sum of the initial Class B Subclass Principal Balances of the Class
B-4 and Class B-5 Certificates by the sum of the initial Class A Non-PO
Principal Balance, initial Class M Principal Balance and initial Class B
S-49
<PAGE>
Principal Balance. The Original Class B-3 Fractional Interest is expected to be
approximately 0.25%. The "Current Class B-3 Fractional Interest" for any
Distribution Date is the percentage obtained by dividing the sum of the
then-outstanding Class B Subclass Principal Balances of the Class B-4 and Class
B-5 Certificates by the sum of the then-outstanding Class A Non-PO Principal
Balance, the Class M Principal Balance and the Class B Principal Balance.
The "Original Class B-4 Fractional Interest" is the percentage obtained by
dividing the initial Class B Subclass Principal Balance of the Class B-5
Certificates by the sum of the initial Class A Non-PO Principal Balance, initial
Class M Principal Balance and initial Class B Principal Balance. The Original
Class B-4 Fractional Interest is expected to be approximately 0.15%. The
"Current Class B-4 Fractional Interest" for any Distribution Date is the
percentage obtained by dividing the then-outstanding Class B Subclass Principal
Balance of the Class B-5 Certificates by the sum of the then-outstanding Class A
Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance.
ALLOCATION OF AMOUNT TO BE DISTRIBUTED
The Class A-6 Certificates are interest-only certificates and are not
entitled to distributions in respect of principal.
On each Distribution Date occurring prior to the Cross-Over Date, the Class
A Non-PO Principal Distribution Amount will be allocated among and distributed
in reduction of the Class A Subclass Principal Balances of the Subclasses of
Class A Certificates (other than the Class A Subclass Principal Balance of the
Class A-PO Certificates) as follows:
FIRST, to the Class A-7 Certificates, up to the Class A-7 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:
(i) approximately 16.666666048% to the Class A-5 Certificates until the
Class A Subclass Principal Balance thereof has been reduced to zero; and
(ii) approximately 83.333333952%, sequentially, as follows:
(a) sequentially, to the Class A-1 and A-2 Certificates, until the
Class A Subclass Principal Balance of each such Subclass has been reduced
to zero; and
(b) concurrently, to the Class A-3 and Class A-4 Certificates, pro
rata, until the Class A Subclass Principal Balance of each such Subclass
has been reduced to zero; and
FOURTH, to the Class A-7 Certificates, without regard to the Class A-7
Priority Amount, until the Class A Subclass Principal Balance thereof has been
reduced to zero.
The "Class A-7 Priority Amount" for any Distribution Date means the lesser
of (i) the Class A Subclass Principal Balance of the Class A-7 Certificates and
(ii) the sum of (A) the product of (1) the Class A-7 Percentage and (2) the
Scheduled Principal Amount and (B) the product of (1) the Class A-7 Percentage,
(2) the Class A-7 Prepayment Shift Percentage, and (3) the Unscheduled Principal
Amount.
The "Class A-7 Percentage" means the Class A Subclass Principal Balance of
the Class A-7 Certificates divided by the Class A Non-PO Principal Balance.
The "Scheduled Principal Amount" means 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 B(i) and B(iv) of the definition of
"Class A Non-PO Optimal Principal Amount" beginning on page S-42.
S-50
<PAGE>
The "Unscheduled Principal Amount" means the sum for each outstanding
Mortgage Loan (including each defaulted Mortgage Loan, other than a Liquidated
Loan, with respect to which the related Mortgage 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 B(ii) and B(iii) of the
definition of "Class A Non-PO Optimal Principal Amount" beginning on page S-42.
The "Class A-7 Prepayment Shift Percentage" for any Distribution Date will
be the percentage indicated below:
<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN CLASS A-7 PREPAYMENT SHIFT PERCENTAGE
- ----------------------------------------------------------------------------- ---------------------------------------
<S> <C>
December 1996 through November 2001.......................................... 0%
December 2001 through November 2002.......................................... 30%
December 2002 through November 2003.......................................... 40%
December 2003 through November 2004.......................................... 60%
December 2004 through November 2005.......................................... 80%
December 2005 and thereafter................................................. 100%
</TABLE>
Notwithstanding the foregoing, on each Distribution Date occurring on or
after the Cross-Over Date, the Class A Non-PO Principal Distribution Amount will
be distributed among the Subclasses of Class A Certificates (other than the
Class A-PO Certificates) pro rata in accordance with their respective
outstanding Class A Subclass Principal Balances without regard to either the
proportions or the priorities set forth above.
Any amounts distributed on a Distribution Date to the holders of Class A
Certificates of any Subclass in reduction of principal balance will be allocated
among the holders of Class A Certificates of such Subclass pro rata in
accordance with their respective Percentage Interests.
Any amounts distributed on any Distribution Date to the holders of the Class
M and Offered Class B Certificates in reduction of principal balance will be
allocated among the holders of each such Class or Subclass pro rata in
accordance with their respective Percentage Interests.
ADDITIONAL RIGHTS OF THE CLASS A-R AND CLASS A-LR CERTIFICATEHOLDERS
The Class A-R and Class A-LR Certificates will remain outstanding for as
long as the Trust Estate shall exist, whether or not either such Subclass is
receiving current distributions of principal or interest. The holders of the
Class A-R and Class A-LR Certificates will be entitled to receive the proceeds
of the remaining assets of the Trust Estate, if any, on the final Distribution
Date for the Series 1996-8 Certificates, after distributions in respect of any
accrued but unpaid interest on the Series 1996-8 Certificates and after
distributions in reduction of principal balance have reduced the principal
balances of the Series 1996-8 Certificates to zero. It is not anticipated that
there will be any assets remaining in the Trust Estate on the final Distribution
Date following the distributions of interest and in reduction of principal
balance made on the Series 1996-8 Certificates on such date.
In addition, the Class A-LR Certificateholder will be entitled on each
Distribution Date to receive any Pool Distribution Amount remaining after all
distributions pursuant to the Pool Distribution Amount Allocation have been made
and any Net Foreclosure Profits. "Net Foreclosure Profits" means, with respect
to any Distribution Date, the excess, if any, of (i) the aggregate profits on
Liquidated Loans in the related period with respect to which net Liquidation
Proceeds exceed the unpaid principal balance thereof plus accrued interest
thereon at the Mortgage Interest Rate over (ii) the aggregate Realized Losses on
Liquidated Loans in the related period with respect to which net Liquidation
Proceeds are less than the unpaid principal balance thereof plus accrued
interest thereon at the Mortgage Interest Rate. It is not anticipated that there
will be any such Net Foreclosure Profits or undistributed portion of the Pool
Distribution Amounts.
PERIODIC ADVANCES
If, on any Determination Date, payments of principal and interest due on any
Mortgage Loan in the Trust Estate on the related Due Date have not been
received, the Servicer of the Mortgage Loan
S-51
<PAGE>
will, in certain circumstances, be required to advance on or before the related
Distribution Date for the benefit of holders of the Series 1996-8 Certificates
an amount in cash equal to all delinquent payments of principal and interest due
on each Mortgage Loan in the Trust Estate (with interest adjusted to the
applicable Net Mortgage Interest Rate) not previously advanced, but only to the
extent that such Servicer believes that such amounts will be recoverable by it
from liquidation proceeds or other recoveries in respect of the related Mortgage
Loan (each, a "Periodic Advance"). Upon a Servicer's failure to make a required
Periodic Advance, the Trustee, if such Servicer is Norwest Mortgage, or the
Master Servicer, if such Servicer is not Norwest Mortgage, will be required to
make such Periodic Advance.
The Underlying Servicing Agreements and the Pooling and Servicing Agreement
provide that any advance of the kind described in the preceding paragraph may be
reimbursed to the related Servicer or the Master Servicer or the Trustee, as
applicable, at any time from funds available in the Servicer Custodial Account
or the Certificate Account, as the case may be, to the extent that (i) such
funds represent receipts on, or liquidation, insurance, purchase or repurchase
proceeds in respect of, the Mortgage Loans to which the advance relates or (ii)
the Servicer, the Master Servicer or Trustee, as applicable, has determined in
good faith that the advancing party will be unable to recover such advance from
funds of the type referred to in clause (i) above.
RESTRICTIONS ON TRANSFER OF THE CLASS A-R, CLASS A-LR, CLASS M AND OFFERED CLASS
B CERTIFICATES
The Class A-R and Class A-LR Certificates will be subject to the following
restrictions on transfer, and each of the Class A-R and Class A-LR Certificate
will contain a legend describing such restrictions.
The REMIC provisions of the Code impose certain taxes on (i) transferors of
residual interests to, or agents that acquire residual interests on behalf of,
Disqualified Organizations and (ii) certain Pass-Through Entities (as defined in
the Prospectus) that have Disqualified Organizations as beneficial owners. No
tax will be imposed on a Pass-Through Entity with respect to the Class A-R or
Class A-LR Certificate to the extent it has received an affidavit from the owner
thereof that such owner is not a Disqualified Organization or a nominee for a
Disqualified Organization. The Pooling and Servicing Agreement will provide that
no legal or beneficial interest in the Class A-R or Class A-LR Certificate may
be transferred to or registered in the name of any person unless (i) the
proposed purchaser provides to the Trustee an affidavit (or, to the extent
acceptable to the Trustee, a representation letter signed under penalty of
perjury) to the effect that, among other items, such transferee is not a
Disqualified Organization (as defined in the Prospectus) and is not purchasing
the Class A-R or Class A-LR Certificate as an agent for a Disqualified
Organization (i.e., as a broker, nominee, or other middleman thereof) and (ii)
the transferor states in writing to the Trustee that it has no actual knowledge
that such affidavit or letter is false. Further, such affidavit or letter
requires the transferee to affirm that it (i) historically has paid its debts as
they have come due and intends to do so in the future, (ii) understands that it
may incur tax liabilities with respect to the Class A-R or Class A-LR
Certificate in excess of cash flows generated thereby, (iii) intends to pay
taxes associated with holding the Class A-R or Class A-LR Certificate as such
taxes become due and (iv) will not transfer the Class A-R or Class A-LR
Certificate to any person or entity that does not provide a similar affidavit or
letter. The transferor must certify in writing to the Trustee that, as of the
date of the transfer, it had no knowledge or reason to know that the
affirmations made by the transferee pursuant to the preceding sentence were
false.
In addition, the Class A-R and Class A-LR Certificates may not be purchased
by or transferred to any person that is not a "U.S. Person," unless (i) such
person holds such Class A-R or Class A-LR Certificate in connection with the
conduct of a trade or business within the United States and furnishes the
transferor and the Trustee with an effective Internal Revenue Service Form 4224
or (ii) the transferee delivers to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that such transfer
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. The term
"U.S. Person" means a citizen or
S-52
<PAGE>
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 (A) 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 (B) for all other taxable years, such trust is
subject to United States federal income tax regardless of the source of its
income.
The Pooling and Servicing Agreement will provide that any attempted or
purported transfer in violation of these transfer restrictions will be null and
void and will vest no rights in any purported transferee. Any transferor or
agent to whom the Trustee provides information as to any applicable tax imposed
on such transferor or agent may be required to bear the cost of computing or
providing such information. See "Certain Federal Income Tax Consequences --
Federal Income Tax Consequences for REMIC Certificates -- Taxation of Residual
Certificates--Tax-Related Restrictions on Transfer of Residual Certificates" in
the Prospectus.
NEITHER THE CLASS A-R NOR CLASS A-LR CERTIFICATE MAY BE PURCHASED BY OR
TRANSFERRED TO A PLAN. See "ERISA Considerations" herein and in the Prospectus.
Because the Class M and Offered Class B Certificates are subordinated to the
Class A Certificates, Class M and Offered Class B Certificates may not be
transferred unless the transferee has delivered (i) a representation letter to
the Trustee and the Seller 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 the conditions described herein, that the source
of funds used to purchase the Class M or Offered Class B Certificates is an
"insurance company general account" or (ii) an opinion of counsel as described
herein under "ERISA Considerations." See "ERISA Considerations" herein and in
the Prospectus.
REPORTS
In addition to the applicable information specified in the Prospectus, the
Master Servicer will include in the statement delivered to holders of Class A,
Class M and Class B Certificates with respect to each Distribution Date the
following information: (i) the amount of such distribution allocable to
interest, the amount of interest currently distributable to each Subclass of
Class A and Class B Certificates and to the Class M Certificates, any Class A
Subclass Interest Shortfall Amount or Class B Subclass Interest Shortfall Amount
arising with respect to each Subclass or any Class M Interest Shortfall Amount
on such Distribution Date, any remaining unpaid Class A Subclass Interest
Shortfall Amount or Class B Subclass Interest Shortfall Amount with respect to
each Subclass, or any remaining unpaid Class M Interest Shortfall Amount, after
giving effect to such distribution and any Non-Supported Interest Shortfall or
the interest portion of Realized Losses allocable to such Subclass or Class with
respect to such Distribution Date, (ii) the amount of such distribution
allocable to principal, (iii) the Class A Non-PO Principal Balance, the Class M
Principal Balance, the Class B Principal Balance, the Class A Subclass Principal
Balance of each Subclass of Class A Certificates and the Class B Subclass
Principal Balance of each Subclass of Class B Certificates in each case after
giving effect to the distribution of principal and the allocation of the
principal portion of Realized Losses to such Subclass or Class with respect to
such Distribution Date, (iv) the Adjusted Pool Amount, the Adjusted Pool Amount
(Class A-PO Portion) and the Pool Scheduled Principal Balance of the Mortgage
Loans and the aggregate Scheduled Principal Balance of the Discount Mortgage
Loans for such Distribution Date, (v) the Class A Percentage, Class M Percentage
and Subclass B Percentage of each Subclass of Class B Certificates 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 that are applied during such Unscheduled Principal
Receipt Period), and (vi) the amount of the remaining Special Hazard Loss
Amount, the Fraud Loss Amount and the Bankruptcy Loss Amount as of the close of
business on such Distribution Date. The statement
S-53
<PAGE>
delivered to the holders of the Class A-5 and Class A-6 Certificates will also
include the applicable Pass-Through Rates with respect to such Distribution
Date. The statement delivered to the holders of the Class A-6 Certificates will
also include the Class A-6 Notional Amount. See "Servicing of the Mortgage Loans
- -- Reports to Certificateholders" in the Prospectus.
Copies of the foregoing reports are available upon written request to the
Trustee at its corporate trust office. See "Pooling and Servicing Agreement --
Trustee" herein.
SUBORDINATION OF CLASS M AND CLASS B CERTIFICATES
The rights of the holders of the Class M Certificates to receive
distributions with respect to the Mortgage Loans in the Trust Estate will be
subordinated to such rights of the holders of the Class A Certificates, the
rights of the holders of the Class B Certificates to receive distributions with
respect to the Mortgage Loans in the Trust Estate will be subordinated to such
rights of the holders of the Class A Certificates and the Class M Certificates
and the rights of the holders of the Subclasses of Class B Certificates with
higher numerical designations to receive distributions with respect to the
Mortgage Loans in the Trust Estate will be subordinated to such rights of the
holders of Subclasses of Class B Certificates with lower numerical designations,
all to the extent described below. This subordination is intended to enhance the
likelihood of timely receipt by the holders of the Class A Certificates (to the
extent of the subordination of the Class M and Class B Certificates), the
holders of the Class M Certificates (to the extent of the subordination of the
Class B Certificates) and the holders of a Subclass of Class B Certificates (to
the extent of the subordination of Subclasses of Class B Certificates with
higher numerical designations) of the full amount of their scheduled monthly
payments of interest and principal and to afford the holders of the Class A
Certificates (to the extent of the subordination of the Class M and Class B
Certificates), the holders of the Class M Certificates (to the extent of the
subordination of the Class B Certificates) and the holders of the Subclasses of
Class B Certificates (to the extent of the subordination of Subclasses of Class
B Certificates with higher numerical designations) protection against Realized
Losses, as more fully described below. If Realized Losses exceed the credit
support provided through subordination to the Class A Certificates, the Class M
Certificates or a Subclass of Class B Certificates or if Excess Special Hazard
Losses, Excess Fraud Losses or Excess Bankruptcy Losses occur, all or a portion
of such losses will be borne by the Class A Certificates, the Class M
Certificates or such Subclass of Class B Certificates.
The protection afforded to the holders of Class A Certificates by means of
the subordination feature will be accomplished by the preferential right of such
holders to receive, prior to any distribution being made on a Distribution Date
in respect of the Class M and Class B Certificates, the amounts of principal and
interest due the Class A Certificateholders on each Distribution Date out of the
Pool Distribution Amount with respect to such date and, if necessary, by the
right of such holders to receive future distributions on the Mortgage Loans that
would otherwise have been payable to the holders of Class M and Class B
Certificates. The application of this subordination to cover Realized Losses
experienced in periods prior to the periods in which a Subclass of Class A
Certificates is entitled to distributions in reduction of principal balance will
decrease the protection provided by the subordination to any such Subclass.
The protection afforded to the holders of Class M Certificates by means of
the subordination feature will be accomplished by the preferential right of such
holders to receive, prior to any distribution being made on a Distribution Date
in respect of the Class B Certificates, the amounts of principal (other than any
amount used to pay the Class A-PO Deferred Amount) and interest due the Class M
Certificateholders on each Distribution Date from the Pool Distribution Amount
with respect to such date (after all required payments on the Class A
Certificates have been made) and, if necessary, by the right of such holders to
receive future distributions on the Mortgage Loans that would otherwise have
been payable to the holders of the Class B Certificates.
A Subclass of Class B Certificates will be entitled, on each Distribution
Date, to the remaining portion, if any, of the applicable Pool Distribution
Amount, after payment of the Class A Optimal Amount, the Class A-PO Deferred
Amount, the Class M Optimal Amount and the Subclass B Optimal
S-54
<PAGE>
Amount of each Subclass of Class B Certificates with a lower numerical
designation for such date. Amounts so distributed to Class B Certificateholders
will not be available to cover delinquencies or Realized Losses in respect of
subsequent Distribution Dates.
ALLOCATION OF LOSSES
Realized Losses (other than Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses) will not be allocated to the holders of the
Class A Certificates until the date on which the amount of principal payments on
the Mortgage Loans to which the holders of the Subordinated Certificates are
entitled has been reduced to zero as a result of the allocation of losses to the
Subordinated Certificates, i.e., the Distribution Date preceding the
Distribution Date for which the Subordinated Percentage is equal to zero (the
"Cross-Over Date"). Prior to such time, such Realized Losses will be allocated
first to the Subclasses of Class B Certificates sequentially in reverse
numerical order, until the Class B Subclass Principal Balance of each such
Subclass has been reduced to zero, and then to the Class M Certificates until
the Class M Principal Balance has been reduced to zero.
The allocation of the principal portion of a Realized Loss (other than a
Debt Service Reduction, Excess Special Hazard Loss, Excess Fraud Loss or Excess
Bankruptcy Loss) will be effected through the adjustment of the principal
balance of the most subordinate Class (or in the case of the Subclasses of Class
B Certificates, the most subordinate Subclass) then outstanding in such amount
as is necessary to cause the sum of the Class A Subclass Principal Balances, the
Class M Principal Balance and the Class B Subclass Principal Balances to equal
the Adjusted Pool Amount.
Allocations to the Class M Certificates or the Subclasses of Class B
Certificates of (i) the principal portion of Debt Service Reductions, (ii) the
interest portion of Realized Losses (other than Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses), (iii) any interest shortfalls
resulting from delinquencies for which the Servicer, the Master Servicer or the
Trustee does not advance, (iv) any interest shortfalls or losses resulting from
the application of the Soldiers' and Sailors' Civil Relief Act of 1940, as more
fully described under "Certain Legal Aspects of the Mortgage Loans -- Soldiers'
and Sailors' Civil Relief Act" in the Prospectus and (v) any interest shortfalls
resulting from the timing of the receipt of Unscheduled Principal Receipts
(other than Prepayments in Full) with respect to Mortgage Loans will result from
the priority of distributions of the Pool Distribution Amount first to the
holders of the Class A Certificates, second to the Class M Certificates and
finally to the Subclasses of Class B Certificates in numerical order as
described above under "-- Distributions."
The allocation of the principal portion of Realized Losses (other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
in respect of the Mortgage Loans allocated on or after the Cross-Over Date will
be effected through the adjustment on any Determination Date of the Class A
Non-PO Principal Balance and the Class A Subclass Principal Balance of the Class
A-PO Certificates such that (i) the Class A Non-PO Principal Balance equals the
Adjusted Pool Amount less the Adjusted Pool Amount (PO Portion) as of the
preceding Distribution Date and (ii) the Class A Subclass Principal Balance of
the Class A-PO Certificates equals the Adjusted Pool Amount (PO Portion) as of
the preceding Distribution Date. The principal portion of such Realized Losses
allocated to the Class A Certificates (other than the Class A-PO Certificates)
will be allocated to such outstanding Subclasses of Class A Certificates pro
rata in accordance with their Class A Subclass Principal Balances. The interest
portion of any Realized Loss allocated on or after the Cross-Over Date will be
allocated among the outstanding Subclasses of Class A Certificates (other than
the Class A-PO Certificates) pro rata in accordance with their respective Class
A Subclass Interest Accrual Amounts, without regard to any reduction pursuant to
this sentence. Any such losses will be allocated among the outstanding Class A
Certificates within each Subclass pro rata in accordance with their respective
Percentage Interests.
Any Excess Special Hazard Losses, Excess Fraud Losses or Excess Bankruptcy
Losses will be allocated (i) with respect to the principal portion of such
losses (a) to the outstanding Subclasses of the Class A Certificates (other than
the Class A-PO Certificates), Class M Certificates and Class B
S-55
<PAGE>
Certificates pro rata based on their outstanding principal balances in
proportion to the Non-PO Fraction of such losses and (b) in respect of Discount
Mortgage Loans, to the Class A-PO Certificates in proportion to the PO Fraction
of such losses and (ii) with respect to the interest portion of such losses, to
the Class A, Class M and Class B Certificates pro rata based on the interest
accrued. The principal portion of any such losses so allocated to the Class A
Certificates (other than the Class A-PO Certificates) will be allocated among
the outstanding Subclasses of Class A Certificates pro rata in accordance with
their then-outstanding Class A Subclass Principal Balances and the interest
portion of any such losses will be allocated among the outstanding Subclasses of
Class A Certificates (other than the Class A-PO Certificates) in accordance with
their Class A Subclass Interest Accrual Amounts, without regard to any reduction
pursuant to this sentence. Any losses allocated to a Subclass of Class A
Certificates will be allocated among the outstanding Class A Certificates within
such Subclass pro rata in accordance with their respective Percentage Interests.
The interest portion of Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses will be allocated by reducing the Class A Subclass
Interest Accrual Amounts, Class M Interest Accrual Amount and Class B Subclass
Interest Accrual Amounts.
As described above, the Pool Distribution Amount for any Distribution Date
will include current receipts (other than certain unscheduled payments in
respect of principal) from the Mortgage Loans otherwise payable to holders of
the Class M and Class B Certificates. If the Pool Distribution Amount is not
sufficient to cover the amount of principal payable to the holders of the Class
A Certificates on a particular Distribution Date, then the percentage of
principal payments on the Mortgage Loans to which the holders of the Class A
Certificates (other than the Class A-PO Certificates) will be entitled (I.E.,
the Class A Percentage) on and after the next Distribution Date will be
proportionately increased, thereby reducing, as a relative matter, the
respective interest of the Class M and Class B Certificates in future payments
of principal on the Mortgage Loans in the Trust Estate. Such a shortfall could
occur, for example, if a considerable number of Mortgage Loans were to become
Liquidated Loans in a particular month.
Special Hazard Losses, other than Excess Special Hazard Losses, will be
allocated solely to the Subclasses of Class B Certificates in reverse numerical
order or, following the reduction of the Class B Principal Balance to zero,
solely to the Class M Certificates. Special Hazard Losses in excess of the
Special Hazard Loss Amount are "Excess Special Hazard Losses." Excess Special
Hazard Losses will be allocated among (i) the Class A Certificates (other than
the Class A-PO Certificates), the Class M Certificates and the Class B
Certificates and (ii) to the extent such Excess Special Hazard Losses arise with
respect to Discount Mortgage Loans, the Class A-PO Certificates. If the
aggregate of all Special Hazard Losses incurred in the month preceding the month
of the related Distribution Date (the "Aggregate Current Special Hazard Losses")
is less than or equal to the then-applicable Special Hazard Loss Amount, no
Special Hazard Losses will be regarded as Excess Special Hazard Losses. If
Aggregate Current Special Hazard Losses exceed the then-applicable Special
Hazard Loss Amount, a portion of each Special Hazard Loss will be regarded as an
"Excess Special Hazard Loss" in proportion to the ratio of (a) the excess of (i)
Aggregate Current Special Hazard Losses over (ii) the then-applicable Special
Hazard Loss Amount, to (b) the Aggregate Current Special Hazard Losses.
Thereafter, when the Special Hazard Loss Amount is zero, all Special Hazard
Losses will be regarded as Excess Special Hazard Losses. Upon initial issuance
of the Series 1996-8 Certificates, the "Special Hazard Loss Amount" with respect
thereto will be equal to approximately 1.51% (approximately $1,894,285) of the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans. As of any
Distribution Date, the Special Hazard Loss Amount will equal the initial Special
Hazard Loss Amount less the sum of (A) any Special Hazard Losses allocated
solely to the Class B or Class M Certificates and (B) the Adjustment Amount. The
"Adjustment Amount" on each anniversary of the Cut-Off Date will be equal to the
amount, if any, by which the Special Hazard Amount, without giving effect to the
deduction of the Adjustment Amount for such anniversary, exceeds the greater of
(i) 1.00% (or, if greater than 1.00%, the highest percentage of Mortgage Loans
by principal balance in any California zip code) times the aggregate principal
balance of all the Mortgage Loans on such anniversary
S-56
<PAGE>
(ii) twice the principal balance of the single Mortgage Loan having the largest
principal balance, and (iii) that which is necessary to maintain the original
ratings assigned to the Class A and Class M Certificates by Moody's and DCR and
the original ratings assigned to the Offered Class B Certificates by Moody's, as
evidenced by letters to that effect delivered by Moody's and DCR to the Master
Servicer and the Trustee. On and after the Cross-Over Date, the Special Hazard
Loss Amount will be zero.
Fraud Losses, other than Excess Fraud Losses, will be allocated solely to
the Subclasses of Class B Certificates in reverse numerical order or, following
the reduction of the Class B Principal Balance to zero, solely to the Class M
Certificates. Fraud Losses in excess of the Fraud Loss Amount are "Excess Fraud
Losses." Excess Fraud Losses will be allocated among (i) the Class A
Certificates (other than the Class A-PO Certificates), the Class M Certificates
and the Class B Certificates and (ii) to the extent such Excess Fraud Losses
arise with respect to Discount Mortgage Loans, the Class A-PO Certificates. If
the aggregate of all Fraud Losses incurred in the month preceding the month of
the related Distribution Date (the "Aggregate Current Fraud Losses") is less
than or equal to the then-applicable Fraud Loss Amount, no Fraud Losses will be
regarded as Excess Fraud Losses. If Aggregate Current Fraud Losses exceed the
then-applicable Fraud Loss Amount, a portion of each Fraud Loss will be regarded
as an "Excess Fraud Loss" in proportion to the ratio of (a) the excess of (i)
Aggregate Current Fraud Losses over (ii) the then-applicable Fraud Loss Amount,
to (b) the Aggregate Current Fraud Losses. Thereafter, when the Fraud Loss
Amount is zero, all Fraud Losses will be regarded as Excess Fraud Losses. Upon
initial issuance of the Series 1996-8 Certificates, the "Fraud Loss Amount" with
respect thereto will be equal to approximately 2.00% (approximately $2,502,726)
of the Cut-Off Date Aggregate Principal Balance of the Mortgage Loans. As of any
Distribution Date prior to the first anniversary of the Cut-Off Date, the Fraud
Loss Amount will equal the initial Fraud Loss Amount minus the aggregate amount
of Fraud Losses allocated solely to the Class B or Class M Certificates through
the related Determination Date. As of any Distribution Date from the first
through fifth anniversary of the Cut-Off Date, the Fraud Loss Amount will be 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 principal
balance of all of the Mortgage Loans as of the most recent anniversary of the
Cut-Off Date minus (2) the aggregate amounts allocated solely to the Class B or
Class M Certificates with respect to Fraud Losses since the most recent
anniversary of the Cut-Off Date through the related Determination Date. On and
after the Cross-Over Date or after the fifth anniversary of the Cut-Off Date,
the Fraud Loss Amount will be zero.
Bankruptcy Losses, other than Excess Bankruptcy Losses, will be allocated
solely to the Subclasses of Class B Certificates in reverse numerical order or,
following the reduction of the Class B Principal Balance to zero, solely to the
Class M Certificates. Bankruptcy Losses in excess of the Bankruptcy Loss Amount
are "Excess Bankruptcy Losses." Excess Bankruptcy Losses will be allocated among
(i) the Class A Certificates (other than the Class A-PO Certificates), the Class
M Certificates and the Class B Certificates and (ii) to the extent such Excess
Bankruptcy Losses arise with respect to Discount Mortgage Loans, the Class A-PO
Certificates. If the aggregate of all Bankruptcy Losses incurred in the month
preceding the month of the related Distribution Date (the "Aggregate Current
Bankruptcy Losses") is less than or equal to the then applicable Bankruptcy Loss
Amount, no Bankruptcy Losses will be regarded as Excess Bankruptcy Losses. If
Aggregate Current Bankruptcy Losses exceed the then-applicable Bankruptcy Loss
Amount, a portion of each Bankruptcy Loss will be regarded as an "Excess
Bankruptcy Loss" in proportion to the ratio of (a) the excess of (i) Aggregate
Current Bankruptcy Losses over (ii) the then-applicable Bankruptcy Loss Amount,
to (b) the Aggregate Current Bankruptcy Losses. Thereafter, when the Bankruptcy
Loss Amount is zero, all Bankruptcy Losses will be regarded as Excess Bankruptcy
Losses. Upon initial issuance of the Series 1996-8 Certificates, the "Bankruptcy
Loss Amount" with respect thereto will be equal to approximately 0.08%
(approximately $100,000) of the Cut-Off Date Aggregate Principal Balance of the
Mortgage Loans. As of any Distribution Date prior to the first anniversary of
the Cut-Off Date, the Bankruptcy Loss Amount will equal the initial Bankruptcy
Loss Amount minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B or Class M Certificates through the related Determination Date. As
of any Distribution Date on or after the first anniversary of the
S-57
<PAGE>
Cut-Off Date, the Bankruptcy Loss Amount will equal the excess, if any, of (1)
the lesser of (a) the Bankruptcy Loss Amount as of the business day next
preceding the most recent anniversary of the Cut-Off Date and (b) an amount, if
any, calculated pursuant to the terms of the Pooling and Servicing Agreement,
which amount as calculated will provide for a reduction in the Bankruptcy Loss
Amount, over (2) the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates since such anniversary. The Bankruptcy Loss Amount and
the related coverage levels described above may be reduced or modified upon
written confirmation from Moody's and DCR that such reduction or modification
will not adversely affect the then-current ratings assigned to the Class A and
Class M Certificates by Moody's and DCR and the then-current ratings assigned to
the Offered Class B Certificates by Moody's. Such a reduction or modification
may adversely affect the coverage provided by subordination with respect to
Bankruptcy Losses. On and after the Cross-Over Date, the Bankruptcy Loss Amount
will be zero.
Notwithstanding the foregoing, the provisions relating to subordination will
not be applicable in connection with a Bankruptcy Loss so long as the applicable
Servicer has notified the Trustee and the Master Servicer 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
when (A) the related Mortgage Loan is not in default with regard to the payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable Standard Hazard
Insurance Policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer, in either case
without giving effect to any Debt Service Reduction.
Since the aggregate initial principal balance of the Class M and Class B
Certificates will be approximately $4,379,784, the risk of Special Hazard
Losses, Fraud Losses and Bankruptcy Losses will be separately borne by the Class
B Certificates and, after the principal balance of the Class B Certificates has
been reduced to zero, by the Class M Certificates to a lesser extent (I.E., only
up to the Special Hazard Loss Amount, Fraud Loss Amount and Bankruptcy Loss
Amount, respectively) than the risk of other Realized Losses, which will be
allocated first to the Class B Certificates and then the Class M Certificates to
the full extent of their initial principal balances. See "The Trust Estates --
Mortgage Loans -- Representations and Warranties" and "-- Insurance Policies,"
"Certain Legal Aspects of the Mortgage Loans -- Environmental Considerations"
and "Servicing of the Mortgage Loans -- Enforcement of Due-on-Sale Clauses;
Realization Upon Defaulted Mortgage Loans" in the Prospectus.
S-58
<PAGE>
DESCRIPTION OF THE MORTGAGE LOANS(1)
GENERAL
The Mortgage Loans to be included in the Trust Estate will be fixed interest
rate, conventional, monthly pay, fully amortizing, one- to four-family,
residential first mortgage loans having original terms to stated maturity of
approximately 30, with the exception of one Mortgage Loan having an original
term to stated maturity of approximately 20 years, which may include loans
secured by shares ("Co-op Shares") issued by private non-profit housing
corporations ("Cooperatives"), and the related proprietary leases or occupancy
agreements granting exclusive rights to occupy specified units in such
Cooperatives' buildings. The Mortgage Loans are expected to include 435
promissory notes, to have an aggregate unpaid principal balance as of the
Cut-Off Date (the "Cut-Off Date Aggregate Principal Balance") of approximately
$125,136,295 to be secured by first liens (the "Mortgages") on one- to
four-family residential properties (the "Mortgaged Properties") and to have the
additional characteristics described below and in the Prospectus.
As of the Cut-Off Date, it is expected that two of the Mortgage Loans,
representing approximately 0.44% of the Cut-Off Date Aggregate Principal Balance
of the Mortgage Loans will be Buy-Down Loans, and that none of the Mortgage
Loans will be secured by Co-op Shares. See "The Trust Estates -- Mortgage Loans"
in the Prospectus.
Each of the Mortgage Loans is subject to a due-on-sale clause. See "Certain
Legal Aspects of the Mortgage Loans -- "Due-on-Sale' Clauses" and "Servicing of
the Mortgage Loans -- Enforcement of Due-on-Sale Clauses; Realization Upon
Defaulted Mortgage Loans" in the Prospectus.
All of the Mortgage Loans are Relocation Mortgage Loans. Relocation Mortgage
Loans are mortgage loans originated in connection with the relocation of
employees of various corporate employers that participated in PHMC's or Norwest
Mortgage's relocation program ("Sponsored Relocation Loans") and mortgage loans
originated in connection with the relocation of employees whose employers
generally did not participate in PHMC's or Norwest Mortgage's relocation program
("Non-sponsored Relocation Loans"). Non-sponsored Relocation Loans were
generated as a result of the referral of loan applicants to PHMC or Norwest
Mortgage by various mortgage brokers and similar entities and the acquisition of
mortgage loans by PHMC or Norwest Mortgage from various entities, including the
Norwest Mortgage Correspondents and PHMC Correspondents. See "The Mortgage
- ------------------------
(1) The descriptions in this Prospectus Supplement of the Trust Estate and the
properties securing the Mortgage Loans to be included in the Trust Estate
are based upon the expected characteristics of the Mortgage Loans at the
close of business on the Cut-Off Date, as adjusted for the scheduled
principal payments due on or before such date. Notwithstanding the
foregoing, any of such Mortgage Loans may be excluded from the Trust Estate
(i) as a result of principal prepayment thereof in full or (ii) if, as a
result of delinquencies or otherwise, the Seller otherwise deems such
exclusion necessary or desirable. In either event, other Mortgage Loans may
be included in the Trust Estate. The Seller believes that the information
set forth herein with respect to the expected characteristics of the
Mortgage Loans on the Cut-Off Date is representative of the characteristics
as of the Cut-Off Date of the Mortgage Loans to be included in the Trust
Estate as it will be constituted at the time the Series 1996-8 Certificates
are issued, although the Cut-Off Date Aggregate Principal Balance, the range
of Mortgage Interest Rates and maturities, and certain other characteristics
of the Mortgage Loans in the Trust Estate may vary. In the event that any of
the characteristics as of the Cut-Off Date of the Mortgage Loans that
constitute the Trust Estate on the date of initial issuance of the Series
1996-8 Certificates vary materially from those described herein, revised
information regarding the Mortgage Loans will be made available to
purchasers of the Offered Certificates, on or before such issuance date, and
a Current Report on Form 8-K containing such information will be filed with
the Securities and Exchange Commission within 15 days following such date.
S-59
<PAGE>
Loan Programs -- Mortgage Loan Production Sources" in the Prospectus. The
persons being relocated may be existing or newly hired employees. The Seller has
not verified, and makes no representation as to, whether any individual
mortgagor of any Relocation Mortgage Loan continues to be employed by the same
employer as at the time of origination. It is expected that, as of the Cut-Off
Date, 370 of the Mortgage Loans, representing approximately 84.82% of the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans, will be
Sponsored Relocation Loans and 65 of the Mortgage Loans, representing
approximately 15.18% of the Cut-Off Date Aggregate Principal Balance of the
Mortgage Loans, will be Non-sponsored Relocation Loans. No individual
corporation's relocated employees are expected to account for Non-sponsored
Relocation Loans representing more than 5.00% of the Cut-Off Date Aggregate
Principal Balance of the Mortgage Loans. No mortgage broker (or similar entity)
or other originator is expected to have accounted for Non-sponsored Relocation
Loans representing more than 5.00% of the Cut-Off Date Aggregate Principal
Balance of the Mortgage Loans.
As of the Cut-Off Date, each Mortgage Loan is expected to have an unpaid
principal balance of not less than approximately $123,219 or more than
approximately $759,477, and the average unpaid principal balance of the Mortgage
Loans is expected to be approximately $287,670. The latest stated maturity date
of any of the Mortgage Loans is expected to be November 1, 2026; however, the
actual date on which any Mortgage Loan is paid in full may be earlier than the
stated maturity date due to unscheduled payments of principal. Based on
information supplied by the mortgagors in connection with their loan
applications at origination, all of the Mortgaged Properties are expected to be
owner occupied primary residences. See "The Mortgage Loan Programs -- Mortgage
Loan Underwriting" in the Prospectus.
It is expected that 88 of the Mortgage Loans, representing approximately
21.69% of the Cut-Off Date Aggregate Principal Balance of the Mortgage Loans,
will be subject to subsidy agreements which, except under certain limited
circumstances, require the employers of the related mortgagors to make a portion
of the payments on the related Mortgage Loans (each, a "Subsidy Loan") for
specified periods. The subsidy agreements relating to the Subsidy Loans
generally will provide that monthly payments made by the related mortgagors will
be less than the scheduled monthly payments on such Mortgage Loans, with the
present value of the resulting difference in payments being provided by the
employer of the mortgagors in advance, generally on an annual basis. Subsidy
Loans are offered by employers generally through either a graduated or fixed
subsidy loan program, or a combination thereof. The effective subsidized rates
under the various programs offered generally range from one to five percentage
points below the interest rate specified in the related mortgage note. These
subsidized rates are used to calculate the applicable debt-to-income ratios that
are used to evaluate the creditworthiness of prospective borrowers. This
procedure may enable certain mortgagors who otherwise would not meet the
Underwriting Standards to obtain mortgage loans. See "Prepayment and Yield
Considerations" herein.
Subsidy amounts paid by the employer will be deposited by Norwest Mortgage
in an account (the "Subsidy Account") maintained by Norwest Mortgage, which will
not be part of the Trust Estate or either REMIC. Funds in the Subsidy Account
with respect to each Subsidy Loan will be withdrawn by Norwest Mortgage and
deposited in the Servicer Custodial Account on the business day following the
receipt by Norwest Mortgage of the mortgagor's monthly payment to which such
funds relate. Funds in the Subsidy Account with respect to a Subsidy Loan will
not be withdrawn by Norwest Mortgage, and are not permitted to be applied under
the related subsidy agreement, during any period in which such Subsidy Loan is
in default. Despite the existence of the subsidy agreement, the mortgagor
remains liable for making all scheduled payments on a Subsidy Loan. From time to
time, the amount of a subsidy payment or the term of a subsidy agreement may,
upon the request of a corporate employer, be modified.
As of the Cut-Off Date, there were 94 Discount Mortgage Loans having an
aggregate unpaid principal balance of approximately $27,649,884, a range of
unpaid principal balances of approximately $155,551 to approximately $649,542,
an average unpaid principal balance of approximately $294,148,
S-60
<PAGE>
a range of Mortgage Interest Rates from 6.625% to 7.750% per annum, a weighted
average Mortgage Interest Rate of approximately 7.622% per annum, a range of
remaining terms to stated maturity of 238 months to 360 months, a weighted
average remaining term to stated maturity of approximately 357 months, a range
of original Loan-to-Value Ratios of 52.17% to 91.41%, a weighted average
original Loan-to-Value Ratio of approximately 76.31% and the following
geographic concentration of Mortgaged Properties securing Mortgage Loans in
excess of 5.00% of the aggregate unpaid principal balance of the Discount
Mortgage Loans: approximately 20.94% in California, 9.26% in New Jersey, 9.02%
in Connecticut, 8.59% in Georgia, 7.39% in Illinois and 7.35% in Colorado.
As of the Cut-Off Date, there were 341 Mortgage Loans that were not Discount
Mortgage Loans (the "Premium Mortgage Loans") having an aggregate unpaid
principal balance of approximately $97,486,411, a range of unpaid principal
balances of approximately $123,219 to approximately $759,477, an average unpaid
principal balance of approximately $285,884, a range of Mortgage Interest Rates
from 7.875% to 9.375% per annum, a weighted average Mortgage Interest Rate of
approximately 8.168% per annum, a range of remaining terms to stated maturity of
345 months to 360 months, a weighted average remaining term to stated maturity
of approximately 358 months, a range of original Loan-to-Value Ratios of 47.62%
to 95.00%, a weighted average original Loan-to-Value Ratio of approximately
80.74% and the following geographic concentration of Mortgaged Properties
securing Mortgage Loans in excess of 5.00% of the aggregate unpaid principal
balance of the Premium Mortgage Loans: approximately 20.05% in California,
14.55% in New Jersey, 8.18% in Connecticut and 6.10% in Illinois.
The Mortgage Loans will have been acquired by the Seller from Norwest
Mortgage. On May 7, 1996 Norwest Mortgage and an affiliate acquired from PHMC
certain mortgage loans and a substantial portion of PHMC's mortgage servicing
portfolio (such transaction, the "PHMC Acquisition"). The Mortgage Loans
included in the Trust Estate consist of (i) Mortgage Loans originated by Norwest
Mortgage or an affiliate or purchased by Norwest Mortgage or an affiliate from
originators other than PHMC and (ii) Mortgage Loans originated or purchased by
PHMC and acquired by Norwest Mortgage or an affiliate from PHMC as part of the
PHMC Acquisition. See "Norwest Mortgage" in the Prospectus. The Mortgage Loans
that were not originated by Norwest Mortgage or acquired by Norwest Mortgage
from PHMC were acquired by Norwest Mortgage or an affiliate from various
entities (each, a "Norwest Correspondent") which either originated the Mortgage
Loans or acquired the Mortgage Loans pursuant to mortgage loan purchase programs
operated by such Norwest Correspondents. The Mortgage Loans acquired by Norwest
Mortgage from PHMC that were not originated by PHMC were acquired by PHMC from
various entities (each a "PHMC Correspondent") which either originated the
Mortgage Loans or acquired the Mortgage Loans pursuant to mortgage loan purchase
programs operated by such PHMC Correspondents. Approximately 99.46% (by Cut-Off
Date Aggregate Principal Balance) of the Mortgage Loans were originated in
conformity with the underwriting standards described in the Prospectus under the
heading "The Mortgage Loan Programs -- Mortgage Loan Underwriting -- Norwest
Mortgage Underwriting" (the "Underwriting Standards") as applied by Norwest
Mortgage, PHMC, or by eligible originators to whom Norwest Mortgage or PHMC had
delegated all underwriting functions. In certain instances, exceptions to the
Underwriting Standards may have been granted by Norwest Mortgage or by PHMC. See
"The Mortgage Loan Programs -- Mortgage Loan Underwriting" in the Prospectus.
The remaining approximate 0.54% (by Cut-Off Date Aggregate Principal Balance) of
the Mortgage Loans (the "Bulk Purchase Underwritten Loans") will have been
underwritten in connection with bulk purchase transactions under varying
standards which have been reviewed by Norwest Mortgage or PHMC, who determined
that such varying standards did not depart materially from the Underwriting
Standards. Neither the Seller, Norwest Mortgage nor PHMC has underwritten any of
the Bulk Purchase Underwritten Loans. See "The Mortgage Loan Programs --
Mortgage Loan Underwriting" in the Prospectus.
As of September 17, 1996, as a result of a hurricane and related storms
(together, the "Hurricane"), 48 counties in North Carolina, 21 counties in
Virginia, 10 counties in West Virginia and 5 counties in Pennsylvania (the
"Hurricane Counties") were declared federal disaster areas eligible for
S-61
<PAGE>
federal disaster assistance. It is expected that 13 Mortgage Loans, representing
approximately 2.55% of the Cut-Off Date Aggregate Principal Balance of the
Mortgage Loans, will be located in the Hurricane Counties. In addition, other
counties may have been affected by the Hurricane.
As of October 24, 1996, as a result of wildfires (the "Wildfires"), 3
counties in California (the "Wildfire Counties") were declared federal disaster
areas eligible for federal disaster assistance. It is expected that 23 Mortgage
Loans, representing approximately 5.38% of the Cut-Off Date Aggregate Principal
Balance of the Mortgage Loans, will be located in the Wildfire Counties. In
addition, other counties may have been affected by the Wildfires, and such other
counties may ultimately be declared federal disaster areas.
As of October 24, 1996, as a result of floods (the "Northeast Floods"), 5
counties in Massachusetts (the "Flood Counties") were declared federal disaster
areas eligible for federal disaster assistance. It is expected that 12 Mortgage
Loans, representing approximately 3.22% of the Cut-Off Date Aggregate Principal
Balance of the Mortgage Loans, will be located in the Flood Counties. In
addition, other counties may have been affected by the Northeast Floods, and
such other counties may ultimately be declared federal disaster areas.
Neither the Seller nor Norwest Mortgage has undertaken the physical
inspection of any of the Mortgaged Properties. As a result, there can be no
assurance that material damage to any Mortgaged Property in the affected region
has not occurred. In the Pooling and Servicing Agreement, the Seller will
represent and warrant that, as of the date of issuance of the Certificates, each
Mortgaged Property is undamaged by flood, water, fire, earthquake or earth
movement, windstorm, tornado or similar casualty (excluding casualty from the
presence of hazardous wastes or hazardous substances, as to which the Seller
makes no representation) so as to adversely affect the value of such Mortgaged
Property as security for such Mortgage Loan or the use for which such premises
were intended. In the event of a breach of such representation with respect to a
Mortgaged Property, including by virtue of the Hurricane, the Wildfires and the
Northeast Floods, which materially and adversely affects the interests of
Certificateholders in the related Mortgage Loan, the Seller will be obligated to
repurchase or substitute for such Mortgage Loan, as described under "The
Mortgage Loan Programs -- Representations and Warranties" and "The Pooling and
Servicing Agreement -- Assignment of Mortgage Loans to the Trustee" in the
Prospectus. Repurchase of any such Mortgage Loan will affect in varying degrees
the yields and weighted average lives of the Subclasses and Class of Offered
Certificates and could adversely affect the yield of any Offered Certificates
purchased at a premium or the Class A-6 Certificates, which have no principal
balance.
S-62
<PAGE>
MORTGAGE LOAN DATA
Set forth below is a description of certain additional expected
characteristics of the Mortgage Loans as of the Cut-Off Date (except as
otherwise indicated).
MORTGAGE INTEREST RATES
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
MORTGAGE INTEREST RATE LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
6.625%............................. 1 $ 155,551.80 0.12 %
6.750%............................. 1 362,762.68 0.29
6.875%............................. 1 295,144.38 0.24
7.125%............................. 1 188,751.01 0.15
7.375%............................. 2 735,439.96 0.59
7.500%............................. 18 5,184,723.76 4.14
7.625%............................. 29 8,359,127.56 6.68
7.750%............................. 41 12,368,383.00 9.88
7.875%............................. 75 23,200,758.66 18.56
8.000%............................. 60 17,354,934.36 13.87
8.125%............................. 70 18,621,740.36 14.88
8.250%............................. 46 13,862,193.04 11.08
8.375%............................. 39 10,803,153.20 8.63
8.500%............................. 17 4,469,566.50 3.57
8.625%............................. 15 4,243,699.64 3.39
8.750%............................. 7 2,011,847.10 1.61
8.875%............................. 6 1,389,662.08 1.11
9.000%............................. 1 267,010.00 0.21
9.125%............................. 2 479,406.07 0.38
9.250%............................. 2 531,224.45 0.42
9.375%............................. 1 251,215.82 0.20
--- --------------- -------
Total...................... 435 $125,136,295.43 100.00 %
--- --------------- -------
--- --------------- -------
</TABLE>
As of the Cut-Off Date, the weighted average Mortgage Interest Rate of the
Mortgage Loans is expected to be approximately 8.047% per annum. The Net
Mortgage Interest Rate of each Mortgage Loan will be equal to the Mortgage
Interest Rate of such Mortgage Loan minus the sum of (a) the applicable
Servicing Fee Rate, (b) the Master Servicing Fee Rate and (c) the Fixed Retained
Yield, if any, for such Mortgage Loan. As of the Cut-Off Date, the weighted
average Net Mortgage Interest Rate of the Mortgage Loans is expected to be
approximately 7.467% per annum.
MORTGAGE LOAN DOCUMENTATION LEVELS
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
DOCUMENTATION LEVEL LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
Full Documentation................. 174 $ 51,128,332.52 40.86 %
Income Verification................ 0 0.00 0.00
Asset Verification................. 0 0.00 0.00
Preferred Processing............... 261 74,007,962.91 59.14
--- --------------- -------
Total...................... 435 $125,136,295.43 100.00 %
--- --------------- -------
--- --------------- -------
</TABLE>
Documentation levels vary depending upon several factors, including loan
amount, Loan-to-Value Ratio and the type and purpose of the Mortgage Loan.
Asset, income and mortgage verifications were obtained for Mortgage Loans
processed with "full documentation." In the case of "preferred processing,"
neither asset nor income verifications were obtained. In most instances, a
verification of the borrower's employment was obtained. However, for all of the
Mortgage Loans, a credit report on the borrower and a property appraisal were
obtained. See "The Mortgage Loan Programs -- Mortgage Loan Underwriting" in the
Prospectus.
REMAINING TERMS TO STATED MATURITY
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
REMAINING STATED TERM (MONTHS) LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
238................................ 1 $ 267,058.34 0.21 %
329................................ 1 155,551.80 0.12
345................................ 1 129,123.34 0.10
351................................ 1 235,492.89 0.19
353................................ 2 657,907.06 0.53
354................................ 1 389,516.37 0.31
355................................ 1 365,085.60 0.29
356................................ 12 3,709,893.08 2.96
357................................ 23 6,169,861.02 4.93
358................................ 163 47,047,428.82 37.60
359................................ 195 56,441,677.11 45.11
360................................ 34 9,567,700.00 7.65
--- --------------- -------
Total...................... 435 $125,136,295.43 100.00 %
--- --------------- -------
--- --------------- -------
</TABLE>
As of the Cut-Off Date, the weighted average remaining term to stated
maturity of the Mortgage Loans is expected to be approximately 358 months.
YEARS OF ORIGINATION
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
YEAR OF ORIGINATION LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
1994............................... 1 $ 155,551.80 0.12 %
1995............................... 1 129,123.34 0.10
1996............................... 433 124,851,620.29 99.78
--- --------------- -------
Total...................... 435 $125,136,295.43 100.00 %
--- --------------- -------
--- --------------- -------
</TABLE>
It is expected that the earliest month and year of origination of any
Mortgage Loan was March 1994 and the latest month and year of origination was
October 1996.
MORTGAGED PROPERTIES
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
PROPERTY LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
Single-family detached............. 421 $120,986,837.86 96.68 %
Two- to four-family units.......... 0 0.00 0.00
Condominiums
High-rise(greater than four
stories)........................ 2 672,951.17 0.54
Low-rise(four stories or less)... 7 2,061,030.06 1.65
Planned unit developments.......... 1 346,331.60 0.28
Townhouses......................... 4 1,069,144.74 0.85
Cooperative Units.................. 0 0.00 0.00
--- --------------- -------
Total...................... 435 $125,136,295.43 100.00 %
--- --------------- -------
--- --------------- -------
</TABLE>
S-63
<PAGE>
ORIGINAL LOAN-TO-VALUE RATIOS
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
ORIGINAL LOAN-TO- VALUE RATIO LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
50% or less........................ 3 $ 879,268.49 0.70 %
50.01- 55.00%...................... 6 1,961,188.31 1.57
55.01- 60.00%...................... 13 4,253,767.67 3.40
60.01- 65.00%...................... 17 4,755,043.73 3.80
65.01- 70.00%...................... 31 8,773,740.01 7.01
70.01- 75.00%...................... 39 11,469,113.51 9.17
75.01- 80.00%...................... 165 50,315,356.92 40.20
80.01- 85.00%...................... 10 2,823,399.66 2.26
85.01- 90.00%...................... 112 30,340,778.55 24.25
90.01- 95.00%...................... 39 9,564,638.58 7.64
--- --------------- -------
Total...................... 435 $125,136,295.43 100.00 %
--- --------------- -------
--- --------------- -------
</TABLE>
As of the Cut-Off Date, the minimum and maximum Loan-to-Value Ratios at
origination of the Mortgage Loans are expected to be 47.62% and 95.00%,
respectively, and the weighted average Loan-to-Value Ratio at origination of the
Mortgage Loans is expected to be approximately 79.76%. The Loan-to-Value Ratio
of a Mortgage Loan is calculated using the lesser of (i) the appraised value of
the related Mortgaged Property, as established by an appraisal obtained by the
originator from an appraiser at the time of origination and (ii) the sale price
for such property. See "The Trust Estates -- Mortgage Loans" in the Prospectus.
No assurance can be given that the values of the Mortgaged Properties securing
the Mortgage Loans have remained or will remain at the levels used in
calculating the Loan-to-Value Ratios shown above. See "Risk Factors -- Risks of
the Mortgage Loans" in the Prospectus. It is expected that 114 of the Mortgage
Loans having Loan-to-Value Ratios at origination in excess of 80%, representing
approximately 24.51% (by Cut-Off Date Aggregate Principal Balance) of the
Mortgage Loans, were originated without primary mortgage insurance.
ORIGINAL MORTGAGE LOAN PRINCIPAL BALANCES
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
ORIGINAL MORTGAGE LOAN PRINCIPAL MORTGAGE PRINCIPAL PRINCIPAL
BALANCE LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
Less than or equal to $200,000..... 5 $ 786,409.07 0.63 %
$200,001-$250,000.................. 169 39,082,256.54 31.22
$250,001-$300,000.................. 139 38,331,357.38 30.63
$300,001-$350,000.................. 55 17,781,069.29 14.21
$350,001-$400,000.................. 37 14,023,542.75 11.21
$400,001-$450,000.................. 6 2,530,611.91 2.02
$450,001-$500,000.................. 13 6,118,194.74 4.89
$500,001-$550,000.................. 7 3,687,461.87 2.95
$600,001-$650,000.................. 2 1,288,679.51 1.03
$700,001-$750,000.................. 1 747,235.40 0.60
$750,001-$800,000.................. 1 759,476.97 0.61
--- --------------- -------
Total...................... 435 $125,136,295.43 100.00 %
--- --------------- -------
--- --------------- -------
</TABLE>
As of the Cut-Off Date, the average unpaid principal balance of the Mortgage
Loans is expected to be approximately $287,670. As of the Cut-Off Date, the
weighted average Loan-to-Value Ratio at origination and the maximum
Loan-to-Value Ratio at origination of the Mortgage Loans which had original
principal balances in excess of $600,000 are expected to be approximately 70.75%
and 80.00%, respectively. See "The Trust Estates -- Mortgage Loans" in the
Prospectus.
GEOGRAPHIC DISTRIBUTION OF MORTGAGED PROPERTIES
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
GEOGRAPHIC AREA LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
Arizona............................ 6 $ 1,490,785.24 1.19 %
California......................... 78 25,333,984.25 20.22
Colorado........................... 17 4,852,466.24 3.88
Connecticut........................ 34 10,469,721.26 8.37
Florida............................ 11 2,602,203.22 2.08
Georgia............................ 24 6,350,504.36 5.07
Hawaii............................. 1 457,185.14 0.37
Illinois........................... 28 7,988,532.87 6.38
Indiana............................ 2 589,175.93 0.47
Iowa............................... 3 618,318.24 0.49
Kansas............................. 5 1,262,515.20 1.01
Kentucky........................... 3 748,287.54 0.60
Louisiana.......................... 2 471,947.98 0.38
Maryland........................... 6 2,005,748.82 1.60
Massachusetts...................... 16 5,341,646.65 4.27
Michigan........................... 9 2,272,373.21 1.82
Minnesota.......................... 6 1,443,753.01 1.15
Missouri........................... 6 1,574,511.52 1.26
New Hampshire...................... 2 460,893.29 0.37
New Jersey......................... 57 16,747,885.09 13.38
New York........................... 20 5,227,972.82 4.18
North Carolina..................... 13 3,210,251.62 2.57
Ohio............................... 3 775,924.98 0.62
Oklahoma........................... 2 509,473.61 0.41
Oregon............................. 2 490,855.76 0.39
Pennsylvania....................... 14 4,010,719.09 3.21
South Carolina..................... 2 499,077.16 0.40
Tennessee.......................... 9 2,621,797.85 2.10
Texas.............................. 18 4,998,208.14 3.99
Utah............................... 2 533,318.75 0.43
Virginia........................... 19 5,315,753.03 4.25
Washington......................... 12 3,174,334.28 2.54
Wisconsin.......................... 3 686,169.28 0.55
--- --------------- -------
Total...................... 435 $125,136,295.43 100.00 %
--- --------------- -------
--- --------------- -------
</TABLE>
No more than approximately 1.51% of the Cut-Off Date Aggregate Principal
Balance of the Mortgage Loans is expected to be secured by Mortgaged Properties
located in any one five-digit zip code.
S-64
<PAGE>
ORIGINATORS OF MORTGAGE LOANS
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
ORIGINATOR LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
NMI, PHMC or Affiliates............ 410 $118,428,801.83 94.64 %
Other Originators.................. 25 6,707,493.60 5.36
--- --------------- -------
Total...................... 435 $125,136,295.43 100.00 %
--- --------------- -------
--- --------------- -------
</TABLE>
No single "Other Originator" is expected to have accounted for more than
5.00% of the Mortgage Loan Cut-Off Date Aggregate Principal Balance.
PURPOSES OF MORTGAGE LOANS
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
LOAN PURPOSE LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
Purchase........................... 435 $125,136,295.43 100.00 %
--- --------------- -------
Total...................... 435 $125,136,295.43 100.00 %
--- --------------- -------
--- --------------- -------
</TABLE>
SUBSIDY LOAN PROGRAMS
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
PROGRAM AND TERM LOANS BALANCE BALANCE
- ----------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
Fixed (five years or longer)....... 0 $ 0.00 0.00 %
(less than five years)........... 0 0.00 0.00
Graduated (five years or longer)... 24 7,179,176.00 5.74
(less than five years)........... 64 19,959,819.26 15.95
Combination (five years or
longer)........................... 0 0.00 0.00
(less than five years)........... 0 0.00 0.00
--
--------------- -----
Total...................... 88 $ 27,138,995.26 21.69 %
--
--
--------------- -----
--------------- -----
</TABLE>
MANDATORY REPURCHASE OR SUBSTITUTION OF MORTGAGE LOANS
The Seller is required, with respect to Mortgage Loans that are found by the
Trustee to have defective documentation, or in respect of which the Seller has
breached a representation or warranty, either to repurchase such Mortgage Loans
or, if within two years of the date of initial issuance of the Series 1996-8
Certificates, to substitute new Mortgage Loans therefor. Any Mortgage Loan so
substituted must, among other things, have an unpaid principal balance equal to
or less than the Scheduled Principal Balance of the Mortgage Loan for which it
is being substituted (after giving effect to the scheduled principal payment due
in the month of substitution on the Mortgage Loan for which a new Mortgage Loan
is being substituted), 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 being
substituted. See "Prepayment and Yield Considerations" herein and "The Pooling
and Servicing Agreement -- Assignment of Mortgage Loans to the Trustee" in the
Prospectus.
OPTIONAL REPURCHASE OF DEFAULTED MORTGAGE LOANS
Subject to certain limitations, the Seller may, in its sole discretion,
repurchase any defaulted Mortgage Loan, or any Mortgage Loan as to which default
is reasonably foreseeable, from the Trust Estate at a price equal to the unpaid
principal balance of such Mortgage Loan, together with accrued interest at a
rate equal to the Mortgage Interest Rate through the last day of the month in
which such repurchase occurs. See "The Pooling and Servicing Agreement --
Optional Purchases" in the Prospectus. A Servicer may, in its sole discretion,
allow the assumption of a defaulted Mortgage Loan serviced by such Servicer,
subject to certain conditions specified in the applicable Underlying Servicing
Agreement, or encourage the refinancing of a defaulted Mortgage Loan. See
"Prepayment and Yield Considerations" herein and "Servicing of the Mortgage
Loans -- Enforcement of Due-on-Sale Clauses; Realization Upon Defaulted Mortgage
Loans" in the Prospectus.
DELINQUENCY AND FORECLOSURE EXPERIENCE
The following tables set forth certain information concerning recent
delinquency, foreclosure and loan loss experience on (i) the conventional
mortgage loans included in various mortgage pools underlying all series of The
Prudential Home Mortgage Securities Company, Inc.'s or NASCOR's
S-65
<PAGE>
mortgage pass-through certificates or mortgage loans owned by third-party,
non-governmental entities included in Norwest Mortgage's servicing portfolio and
serviced from Norwest Mortgage's servicing center located in Frederick,
Maryland, which mortgage loans either (A) were originated by Norwest Mortgage
for its own account or the account of an affiliate, (B) were acquired by Norwest
Mortgage for its own account or the account of an affiliate, or (C) are loans as
to which Norwest Mortgage acquired the servicing rights or as to which Norwest
Mortgage acts as subservicer (collectively, the "NMI Frederick Portfolio
Loans"), (ii) the NMI Frederick Portfolio Loans which are fixed interest rate
mortgage loans (the "Fixed NMI Frederick Portfolio Loans"), including, in both
clause (i) and this clause (ii) Relocation Mortgage Loans, (iii) the
conventional mortgage loans having an original principal balance in excess of
the principal balance acceptable for purchase by FNMA or FHLMC ("Jumbo Loans")
included in Norwest Mortgage's servicing portfolio and serviced from servicing
centers other than in Frederick, Maryland (the "NMI Non-Frederick Portfolio
Loans") and (iv) the NMI Non-Frederick Portfolio Loans which are fixed interest
rate Jumbo Loans having original terms to maturity of 30 years (the "Fixed
30-Year NMI Non-Frederick Portfolio Loans"), including in both clause (iii) and
this clause (iv) Relocation Mortgage Loans. Mortgage loans previously included
in PHMC's mortgage servicing portfolio prior to the PHMC Acquisition became
serviced or subserviced by Norwest Mortgage on May 7, 1996 and, to the extent
described above, are included in the NMI Frederick Portfolio Loans. Prior to May
7, 1996 such mortgage loans were serviced by PHMC. See "Description of the
Mortgage Loans" herein and "The Mortgage Loan Programs -- Mortgage Loan
Underwriting" in the Prospectus. The delinquency, foreclosure and loan loss
experience represents the recent experience of Norwest Mortgage and, in the case
of NMI Frederick Portfolio Loans prior to May 7, 1996, that of PHMC. There can
be no assurance that the delinquency, foreclosure and loan loss experience set
forth with respect to the NMI Frederick Portfolio Loans or NMI Non-Frederick
Portfolio Loans, which include both fixed and adjustable interest rate mortgage
loans and loans having a variety of original terms to stated maturity including
Relocation Mortgage Loans and non-relocation mortgage loans, and the Fixed NMI
Frederick Portfolio Loans and Fixed 30-Year NMI Non-Frederick Portfolio Loans,
each of which includes loans having a variety of payment characteristics, such
as Subsidy Loans, Buy-Down Loans and Balloon Loans, will be representative of
the results that may be experienced with respect to the Mortgage Loans included
in the Trust Estate.
Delinquencies, foreclosures and loan losses generally are expected to occur
more frequently after the first full year of the life of mortgage loans.
Accordingly, because a large number of mortgage loans serviced by Norwest
Mortgage have been recently originated, the current level of delinquencies,
foreclosures and loan losses may not be representative of the levels which may
be experienced over the lives of such mortgage loans. If the volume of Norwest
Mortgage's new loan originations and acquisitions does not continue to grow at
the rate experienced in recent years, the levels of delinquencies, foreclosures
and loan losses as percentages of the portfolio of NMI Frederick Portfolio Loans
and NMI Non-Frederick Portfolio Loans could rise significantly above the rates
indicated in the following tables.
S-66
<PAGE>
TOTAL NMI FREDERICK PORTFOLIO LOANS
<TABLE>
<CAPTION>
BY DOLLAR BY DOLLAR BY DOLLAR
BY NO. AMOUNT BY NO. AMOUNT BY NO. AMOUNT
OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS
----------- --------- ----------- --------- ----------- ---------
AS OF AS OF AS OF
DECEMBER 31, 1994 DECEMBER 31, 1995 JUNE 30, 1996
---------------------- ---------------------- ----------------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Total NMI Frederick Portfolio
Loans............................ 145,339 $37,213,000 147,478 $36,537,000 143,949 $35,319,000
----------- --------- ----------- --------- ----------- ---------
----------- --------- ----------- --------- ----------- ---------
Period of Delinquency (1)
30 to 59 days................... 1,165 $ 303,741 1,502 $ 359,137 1,561 $ 368,529
60 to 89 days................... 294 75,871 310 75,162 301 70,500
90 days or more................. 697 217,595 277 77,103 233 61,139
----------- --------- ----------- --------- ----------- ---------
Total Delinquent Loans............ 2,156 $ 597,207 2,089 $ 511,402 2,095 $ 500,168
----------- --------- ----------- --------- ----------- ---------
----------- --------- ----------- --------- ----------- ---------
Percent of NMI Frederick Portfolio
Loans............................ 1.48% 1.60% 1.42% 1.40% 1.46% 1.42%
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, 1994 DECEMBER 31, 1995 JUNE 30, 1996
----------------- ----------------- -----------------
<S> <C> <C> <C>
(DOLLAR AMOUNTS IN THOUSANDS)
Foreclosures (2)........................ $ 277,406 $ 346,096 $ 331,150
Foreclosure Ratio (3)................... 0.75% 0.95% 0.94%
<CAPTION>
YEAR ENDED YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1994 DECEMBER 31, 1995 JUNE 30, 1996
----------------- ----------------- -----------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Net Gain (Loss) (4)..................... $ (95,087) $ (150,948) $ (72,192)
Net Gain (Loss) Ratio (5)............... (0.26)% (0.41)% (0.20)%
</TABLE>
FIXED NMI FREDERICK PORTFOLIO LOANS
<TABLE>
<CAPTION>
BY DOLLAR BY DOLLAR BY DOLLAR
BY NO. AMOUNT OF BY NO. AMOUNT OF BY NO. AMOUNT OF
OF LOANS LOANS OF LOANS LOANS OF LOANS LOANS
----------- --------- ----------- --------- ----------- ---------
AS OF AS OF AS OF
DECEMBER 31, 1994 DECEMBER 31, 1995 JUNE 30, 1996
---------------------- ---------------------- ----------------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Total Fixed NMI Frederick
Portfolio Loans.................. 112,820 $28,295,000 119,734 $29,152,000 119,907 $28,988,000
----------- --------- ----------- --------- ----------- ---------
----------- --------- ----------- --------- ----------- ---------
Period of Delinquency (1)
30 to 59 days................... 781 $ 195,686 1,073 $ 241,976 1,175 $ 265,414
60 to 89 days................... 192 46,754 200 44,225 195 43,849
90 days or more................. 424 127,441 171 46,094 148 36,818
----------- --------- ----------- --------- ----------- ---------
Total Delinquent Loans............ 1,397 369,881 1,444 332,295 1,518 346,081
----------- --------- ----------- --------- ----------- ---------
----------- --------- ----------- --------- ----------- ---------
Percent of Fixed NMI Frederick
Portfolio Loans.................. 1.24% 1.31% 1.21% 1.14% 1.27% 1.19%
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, 1994 DECEMBER 31, 1995 JUNE 30, 1996
----------------- ----------------- -----------------
<S> <C> <C> <C>
(DOLLAR AMOUNTS IN THOUSANDS)
Foreclosures (2)........................ $ 151,448 $ 186,359 $ 177,894
Foreclosure Ratio (3)................... 0.54% 0.64% 0.61%
<CAPTION>
YEAR ENDED YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1994 DECEMBER 31, 1995 JUNE 30, 1996
----------------- ----------------- -----------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Net Gain (Loss) (4)..................... $ (78,867) $ (115,100) $ (52,137)
Net Gain (Loss) Ratio (5)............... (0.28)% (0.39)% (0.18)%
</TABLE>
- ----------------------------------
(1) The indicated periods of delinquency are based on the number of days past
due, based on a 30-day month. No mortgage loan is considered delinquent for
these purposes until one month has passed since its contractual due date. A
mortgage loan is no longer considered delinquent once foreclosure
proceedings have commenced.
(2) Includes loans in the applicable portfolio for which foreclosure
proceedings had been instituted or with respect to which the related
property had been acquired as of the dates indicated.
(3) Foreclosures as a percentage of total loans in the applicable portfolio at
the end of each period.
(4) Does not include gain or loss with respect to loans in the applicable
portfolio for which foreclosure proceedings had been instituted but not
completed as of the dates indicated, or for which the related properties
have been acquired in foreclosure proceedings but not yet sold.
(5) Net gain (loss) as a percentage of total loans in the applicable portfolio
at the end of each period.
S-67
<PAGE>
TOTAL NMI NON-FREDERICK PORTFOLIO LOANS
<TABLE>
<CAPTION>
BY DOLLAR BY DOLLAR BY DOLLAR
BY NO. AMOUNT BY NO. AMOUNT BY NO. AMOUNT
OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS
----------- --------- ----------- --------- ----------- ---------
AS OF AS OF AS OF
DECEMBER 31, 1994 DECEMBER 31, 1995 JUNE 30, 1996
---------------------- ---------------------- ----------------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Total NMI Non-Frederick Portfolio
Loans............................ 15,516 $4,348,072 27,984 $7,811,431 33,949 $9,358,116
----------- --------- ----------- --------- ----------- ---------
----------- --------- ----------- --------- ----------- ---------
Period of Delinquency (1)
30 to 59 days................... 125 $ 38,300 330 $ 96,145 380 $ 107,043
60 to 89 days................... 56 9,404 68 21,389 70 19,621
90 days or more................. 31 9,972 97 30,867 73 23,403
----------- --------- ----------- --------- ----------- ---------
Total Delinquent Loans............ 212 $ 57,676 495 $ 148,401 523 $ 150,067
----------- --------- ----------- --------- ----------- ---------
----------- --------- ----------- --------- ----------- ---------
Percent of NMI Non-Frederick
Portfolio Loans.................. 1.37% 1.33% 1.77% 1.90% 1.54% 1.60%
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, 1994 DECEMBER 31, 1995 JUNE 30, 1996
----------------- ----------------- -----------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Foreclosures (2)........................ $ 9,755 $ 30,626 $ 37,421
Foreclosure Ratio (3)................... 0.22% 0.39% 0.40%
<CAPTION>
YEAR ENDED YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1994 DECEMBER 31, 1995 JUNE 30, 1996
----------------- ----------------- -----------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Net Gain (Loss) (4)..................... $ (982) $ (1,530) $ (1,582)
Net Gain (Loss) Ratio (5)............... (0.02)% (0.02)% (0.02)%
</TABLE>
FIXED 30-YEAR NMI NON-FREDERICK PORTFOLIO LOANS
<TABLE>
<CAPTION>
BY DOLLAR BY DOLLAR BY DOLLAR
BY NO. AMOUNT OF BY NO. AMOUNT OF BY NO. AMOUNT OF
OF LOANS LOANS OF LOANS LOANS OF LOANS LOANS
----------- --------- ----------- --------- ----------- ---------
AS OF AS OF AS OF
DECEMBER 31, 1994 DECEMBER 31, 1995 JUNE 30, 1996
---------------------- ---------------------- ----------------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Total Fixed 30-Year NMI
Non-Frederick Portfolio Loans.... 7,574 $2,114,666 14,485 $3,993,876 18,678 $4,980,558
----------- --------- ----------- --------- ----------- ---------
----------- --------- ----------- --------- ----------- ---------
Period of Delinquency (1)
30 to 59 days................... 60 $ 16,797 167 $ 49,830 189 $ 51,044
60 to 89 days................... 47 7,036 30 9,507 34 9,140
90 days or more................. 13 3,874 49 14,756 39 12,389
----------- --------- ----------- --------- ----------- ---------
Total Delinquent Loans............ 120 $ 27,707 246 $ 74,093 262 $ 72,573
----------- --------- ----------- --------- ----------- ---------
----------- --------- ----------- --------- ----------- ---------
Percent of Fixed 30-Year NMI
Non-Frederick Portfolio Loans.... 1.58% 1.31% 1.70% 1.86% 1.40% 1.46%
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, 1994 DECEMBER 31, 1995 JUNE 30, 1996
----------------- ----------------- -----------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Foreclosures (2)........................ $ 4,605 $ 13,806 $ 19,981
Foreclosure Ratio (3)................... 0.22% 0.35% 0.40%
</TABLE>
- ----------------------------------
(1) The indicated periods of delinquency are based on the number of days past
due, based on a 30-day month. No mortgage loan is considered delinquent for
these purposes until one month has passed since its contractual due date. A
mortgage loan is no longer considered delinquent once foreclosure
proceedings have commenced.
(2) Includes loans in the applicable portfolio for which foreclosure
proceedings had been instituted or with respect to which the related
property had been acquired as of the dates indicated.
(3) Foreclosures as a percentage of total loans in the applicable portfolio at
the end of each period.
(4) Does not include gain or loss with respect to loans in the applicable
portfolio for which foreclosure proceedings had been instituted but not
completed as of the dates indicated, or for which the related properties
have been acquired in foreclosure proceedings but not yet sold.
(5) Net gain (loss) as a percentage of total loans in the applicable portfolio
at the end of each period.
S-68
<PAGE>
The likelihood that a mortgagor will become delinquent in the payment of his
or her mortgage loan, the rate of any subsequent foreclosures, and the severity
of any loan loss experience, may be affected by a number of factors related to a
borrower's personal circumstances, including, but not limited to, unemployment
or change in employment (or in the case of self-employed mortgagors or
mortgagors relying on commission income, fluctuations in income), marital
separation and the mortgagor's equity in the related mortgaged property. In
addition, delinquency, foreclosure and loan loss experience may be sensitive to
adverse economic conditions, either nationally or regionally, may exhibit
seasonal variations and may be influenced by the level of interest rates and
servicing decisions on the applicable mortgage loans. Regional economic
conditions (including declining real estate values) may particularly affect
delinquency, foreclosure and loan loss experience on mortgage loans to the
extent that mortgaged properties are concentrated in certain geographic areas.
Furthermore, the level of foreclosures reported is affected by the length of
time legally required to complete the foreclosure process and take title to the
related property, which varies from jurisdiction to jurisdiction. The changes in
the delinquency, foreclosure and loan loss experience of Norwest Mortgage's
servicing portfolio during the periods set forth in the preceding tables may be
attributable to factors such as those described above, although there can be no
assurance as to whether these changes are the result of any particular factor or
a combination of factors. The delinquency, foreclosure and loan loss experience
on the Mortgage Loans serviced by Norwest Mortgage may be particularly affected
to the extent that the related Mortgaged Properties are concentrated in areas
which experience adverse economic conditions or declining real estate values.
See "Description of the Mortgage Loans" in the Prospectus Supplement.
PREPAYMENT AND YIELD CONSIDERATIONS
The rate of distributions in reduction of the principal balance of any
Subclass or Class of the Offered Certificates (other than the Class A-6
Certificates), the aggregate amount of distributions on any Subclass or Class of
the Offered Certificates and the yield to maturity of any Subclass or Class of
the Offered Certificates purchased at a discount or premium will be directly
related to the rate of payments of principal on the Mortgage Loans in the Trust
Estate and the amount and timing of mortgagor defaults resulting in Realized
Losses. The rate of principal payments on the Mortgage Loans will in turn be
affected by the amortization schedules of the Mortgage Loans, the rate of
principal prepayments (including partial prepayments and those resulting from
refinancing) thereon by mortgagors, liquidations of defaulted Mortgage Loans,
repurchases by the Seller of Mortgage Loans as a result of defective
documentation or breaches of representations and warranties and optional
purchases by the Seller of all of the Mortgage Loans in connection with the
termination of the Trust Estate. See "Description of the Mortgage Loans --
Mandatory Repurchase or Substitution of Mortgage Loans" and "Pooling and
Servicing Agreement -- Optional Termination" herein and "The Pooling and
Servicing Agreement -- Assignment of Mortgage Loans to the Trustee," "--
Optional Purchases" and "-- Termination; Purchase of Mortgage Loans" in the
Prospectus. Mortgagors are permitted to prepay the Mortgage Loans, in whole or
in part, at any time without penalty. As described under "Description of the
Certificates -- Principal (Including Prepayments)" herein, all or a
disproportionate percentage of principal prepayments on the Mortgage Loans
(including liquidations and repurchases of Mortgage Loans) will be distributed,
to the extent of the Non-PO Fraction, to the holders of the Class A Certificates
(other than the Class A-PO Certificates) then entitled to distributions in
respect of principal during the nine years beginning on the first Distribution
Date, and, to the extent that such principal prepayments are made in respect of
a Discount Mortgage Loan, to the Class A-PO Certificates in proportion to the
interest of the Class A-PO Certificates in such Discount Mortgage Loan
represented by the PO Fraction. As a result of the method of calculating the
Class A-7 Priority Amount and the priorities for the allocation of the Class A
Non-PO Principal Distribution Amount, it is expected that, absent an
exceptionally high rate of principal prepayments on the Mortgage Loans, no
principal prepayments will be allocated to the Class A-7 Certificates during the
first five years following the issuance of the Series 1996-8 Certificates and
that, while the percentage of principal prepayments allocated to the Class A-7
Certificates during the four years thereafter will
S-69
<PAGE>
gradually increase, such percentage, until the tenth year following the issuance
of the Series 1996-8 Certificates, will be disproportionately lower than the
percentage of such principal prepayments allocated to the other Class A
Certificates (other than the Class A-PO Certificates). See "Description of the
Certificates -- Principal (Including Prepayments) -- Allocation of Amount to be
Distributed." Prepayments (which, as used herein, include all unscheduled
payments of principal, including payments as the result of liquidations,
purchases and repurchases) of the Mortgage Loans in the Trust Estate will result
in distributions to Certificateholders then entitled to distributions in respect
of principal of amounts which would otherwise be distributed over the remaining
terms of such Mortgage Loans. Since the rate of prepayment on the Mortgage Loans
will depend on future events and a variety of factors (as described more fully
below and in the Prospectus under "Prepayment and Yield Considerations"), no
assurance can be given as to such rate or the rate of principal payments on any
Subclass or Class of the Offered Certificates or the aggregate amount of
distributions on any Subclass or Class of the Offered Certificates.
The rate of payments (including prepayments) on pools of mortgage loans is
influenced by a variety of economic, geographic, social and other factors. If
prevailing rates for similar mortgage loans fall below the Mortgage Interest
Rates on the Mortgage Loans, the rate of prepayment would generally be expected
to increase. Conversely, if interest rates on similar mortgage loans rise above
the Mortgage Interest Rates on the Mortgage Loans, the rate of prepayment would
generally be expected to decrease. The rate of prepayment on the Mortgage Loans
may also be influenced by programs offered by mortgage loan originators
(including Norwest Mortgage), servicers (including Norwest Mortgage) and
mortgage loan brokers to encourage refinancing through such originators,
servicers and brokers, including, but not limited to, general or targeted
solicitations (which may be based on characteristics including, but not limited
to, the mortgage loan interest rate or payment history and the geographic
location of the Mortgaged Property), reduced origination fees or closing costs,
pre-approved applications, waiver of pre-closing interest accrued with respect
to a refinanced loan prior to the pay-off of such loan, or other financial
incentives. See "Prepayment and Yield Considerations -- Weighted Average Life of
Certificates" in the Prospectus. In addition, Norwest Mortgage or third parties
may enter into agreements with borrowers providing for the bi-weekly payment of
principal and interest on the related mortgage loan, thereby accelerating
payment of the mortgage loan resulting in partial prepayments.
The effect of subsidy agreements on the rate of prepayment of Subsidy Loans
is uncertain. The rate of prepayment on Subsidy Loans may be affected by such
factors as the relationship between prevailing mortgage rates and the effective
interest rates on such Subsidy Loans, the remaining term of the subsidy
agreements, and requests by the related employers for refinance or modification.
The subsidy agreement relating to a Subsidy Loan generally provides that if
prevailing market rates of interest on mortgage loans similar to such Subsidy
Loan decline relative to the Mortgage Interest Rate of such Subsidy Loan by the
percentage set forth in the subsidy agreement, the employer may request that the
mortgagor refinance such Subsidy Loan. In the event the mortgagor refinances
such Subsidy Loan, the Subsidy Loan will be prepaid, and the new loan will not
be included in the Trust Estate. If the mortgagor fails to refinance such
Subsidy Loan, the employer may terminate the related subsidy agreement. In
addition, the termination of the subsidy agreement relating to a Subsidy Loan
for any reason (whether due to the mortgagor's failure to refinance or
otherwise) may increase the financial burden of the mortgagor, who may not have
otherwise qualified for a mortgage under Norwest Mortgage's mortgage loan
underwriting guidelines, and may consequently increase the risk of default with
respect to the related Mortgage Loan. See "The Trust Estates -- Mortgage Loans"
and "The Mortgage Loan Programs -- Mortgage Loan Underwriting" in the
Prospectus. From time to time, the amount of the subsidy payment or the term of
the subsidy agreement may, upon the request of the corporate employer, be
modified.
Other factors affecting prepayment of mortgage loans include changes in
mortgagors' housing needs, job transfers, unemployment or, in the case of
self-employed mortgagors or mortgagors relying on commission income, substantial
fluctuations in income, significant declines in real estate values
S-70
<PAGE>
and adverse economic conditions either generally or in particular geographic
areas, mortgagors' equity in the Mortgaged Properties, including the use of
second or "home equity" mortgage loans by mortgagors or the use of the
properties as second or vacation homes, and servicing decisions. In this regard,
mortgagors of Relocation Mortgage Loans are thought by some within the mortgage
industry to be more likely to be transferred by their employers than mortgagors
generally. There can be no assurance as to the likelihood of future transfers of
mortgagors of either Sponsored Relocation Loans or Non-sponsored Relocation
Loans or as to such mortgagors' continued employment with the same employers by
which they were employed when their mortgage loans were originated. No
representation is made as to the rate of prepayment on the Relocation Mortgage
Loans. In addition, all of the Mortgage Loans contain due-on-sale clauses which
will generally be exercised upon the sale of the related Mortgaged Properties.
Consequently, acceleration of mortgage payments as a result of any such sale
will affect the level of prepayments on the Mortgage Loans. The extent to which
defaulted Mortgage Loans are assumed by transferees of the related Mortgaged
Properties will also affect the rate of principal payments. The rate of
prepayment and, therefore, the yield to maturity of the Offered Certificates
will be affected by the extent to which (i) the Seller elects to repurchase,
rather than substitute for, Mortgage Loans which are found by the Trustee to
have defective documentation or with respect to which the Seller has breached a
representation or warranty or (ii) a Servicer elects to encourage the
refinancing of any defaulted Mortgage Loan rather than to permit an assumption
thereof by a mortgagor. See "Servicing of the Mortgage Loans -- Enforcement of
Due-on-Sale Clauses; Realization Upon Defaulted Mortgage Loans" in the
Prospectus. There can be no certainty as to the rate of prepayments on the
Mortgage Loans during any period or over the life of the Series 1996-8
Certificates. See "Prepayment and Yield Considerations" in the Prospectus.
THE YIELD TO MATURITY OF THE OFFERED CERTIFICATES WILL BE SENSITIVE IN
VARYING DEGREES TO THE RATE AND TIMING OF PRINCIPAL PAYMENTS (INCLUDING
PREPAYMENTS, WHICH MAY BE MADE AT ANY TIME WITHOUT PENALTY) ON THE MORTGAGE
LOANS. INVESTORS IN THE OFFERED CERTIFICATES SHOULD CONSIDER THE ASSOCIATED
RISKS, INCLUDING, IN THE CASE OF OFFERED CERTIFICATES PURCHASED AT A DISCOUNT,
PARTICULARLY THE CLASS A-PO CERTIFICATES, THE RISK THAT A SLOWER THAN
ANTICIPATED RATE OF PAYMENTS IN RESPECT OF PRINCIPAL (INCLUDING PREPAYMENTS) ON
THE MORTGAGE LOANS OR, IN THE CASE OF THE CLASS A-PO CERTIFICATES, THE DISCOUNT
MORTGAGE LOANS, COULD RESULT IN AN ACTUAL YIELD THAT IS LOWER THAN ANTICIPATED
AND, IN THE CASE OF OFFERED CERTIFICATES PURCHASED AT A PREMIUM, OR IN THE CASE
OF THE CLASS A-6 CERTIFICATES, WHICH HAVE NO PRINCIPAL BALANCE, THAT A FASTER
THAN ANTICIPATED RATE OF PAYMENTS IN RESPECT OF PRINCIPAL (INCLUDING
PREPAYMENTS) ON THE MORTGAGE LOANS COULD RESULT IN AN ACTUAL YIELD THAT IS LOWER
THAN ANTICIPATED. INVESTORS PURCHASING OFFERED CERTIFICATES AT A PREMIUM SHOULD
ALSO CONSIDER THE RISK THAT A RAPID RATE OF PAYMENTS IN RESPECT OF PRINCIPAL
(INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS COULD RESULT IN THE FAILURE OF
SUCH INVESTORS TO FULLY RECOVER THEIR INITIAL INVESTMENTS. THE YIELD ON THE
CLASS A-PO CERTIFICATES WILL BE INFLUENCED PRIMARILY BY PRINCIPAL PAYMENTS WITH
RESPECT TO DISCOUNT MORTGAGE LOANS.
The timing of changes in the rate of prepayment on the Mortgage Loans may
significantly affect the actual yield to maturity experienced by an investor who
purchases an Offered Certificate at a price other than par, even if the average
rate of principal payments experienced over time is consistent with such
investor's expectation. In general, the earlier a prepayment of principal on the
underlying Mortgage Loans, the greater the effect on such investor's yield to
maturity. As a result, the effect on such investor's yield of principal payments
occurring at a rate higher (or lower) than the rate anticipated by the investor
during the period immediately following the issuance of the Offered Certificates
would not be fully offset by a subsequent like reduction (or increase) in the
rate of principal payments.
The yield to maturity on the Class M Certificates will be more sensitive
than the yield to maturity on the Class A Certificates to losses due to defaults
on the Mortgage Loans (and the timing thereof), to the extent not covered by the
Class B Certificates, because the entire amount of such losses will be allocable
to the Class M Certificates prior to the Class A Certificates, except as
otherwise provided herein. To the extent not covered by Periodic Advances,
delinquencies on Mortgage Loans may also have a relatively greater effect on the
yield to investors in the Class M Certificates. Amounts otherwise
S-71
<PAGE>
distributable to holders of the Class M Certificates will be made available to
protect the holders of the Class A Certificates against interruptions in
distributions due to certain mortgagor delinquencies. Such delinquencies, to the
extent not covered by the Class B Certificates, even if subsequently cured, may
affect the timing of the receipt of distributions by the holders of Class M
Certificates, because the entire amount of those delinquencies would be borne by
the Class M Certificates prior to the Class A Certificates.
The yield to maturity on the Subclasses of Class B Certificates with higher
numerical designations will generally be more sensitive to losses than the
Subclasses with lower numerical designations, and the yield to maturity on the
Class B Certificates in the aggregate will generally be more sensitive to losses
than the other Classes of the Series 1996-8 Certificates, because the entire
amount of such losses (except for the portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class A
Certificates, Class M Certificates and Subclasses of Class B Certificates with
lower numerical designations) will be allocable to the Subclasses of Class B
Certificates in reverse numerical order, except as provided herein. To the
extent not covered by Periodic Advances, delinquencies on Mortgage Loans will
also have a relatively greater effect (i) on the yield to maturity on the
Subclasses of Class B Certificates with higher numerical designations and (ii)
on the yield to maturity on the Class B Certificates in the aggregate than on
the Class A Certificates and Class M Certificates. Amounts otherwise
distributable to holders of the Class B Certificates will be made available to
protect the holders of the Class A and Class M Certificates against
interruptions in distributions due to certain mortgagor delinquencies. Such
delinquencies, even if subsequently cured, may affect the timing of the receipt
of distributions by the holders of the Class B Certificates.
The actual yield to maturity experienced by an investor may also be affected
by the occurrence of interest shortfalls resulting from Unscheduled Principal
Receipts to the extent, if any, to which such interest shortfalls are not
covered by Compensating Interest or the subordination of, (i) in the case of the
Class A Certificates (other than the Class A-PO Certificates), the Class M and
Class B Certificates, (ii) in the case of the Class M Certificates, the Class B
Certificates and, (iii) in the case of a Subclass of Class B Certificates, the
Subclass or Subclasses of Class B Certificates having higher numerical
designations. See "Description of the Certificates -- Interest" and "Servicing
of the Mortgage Loans -- Anticipated Changes in Servicing."
The yield to maturity on the Offered Certificates and more particularly on
the Class M Certificates and the Offered Class B Certificates, especially the
Class B-2 Certificates, may be affected by the geographic concentration of the
Mortgaged Properties securing the Mortgage Loans, and the yield to maturity on
the Class A-PO Certificates may be particularly affected by the geographic
concentration of the Mortgaged Properties securing the Discount Mortgage Loans.
In recent periods, California and several other regions in the United States
have experienced significant declines in housing prices. In addition, California
and several other regions have experienced natural disasters, including
earthquakes, floods and hurricanes, which may adversely affect property values.
Any deterioration in housing prices in California, as well as New Jersey,
Connecticut, Illinois and Georgia and the other states in which the Mortgaged
Properties are located, and any deterioration of economic conditions in such
states which adversely affects the ability of borrowers to make payments on the
Mortgage Loans, may increase the likelihood of losses on the Mortgage Loans.
Such losses, if they occur, may have an adverse effect on the yield to maturity
of the Offered Certificates and more particularly on the Class M Certificates
and the Offered Class B Certificates, especially the Class B-2 Certificates.
No representation is made as to the rate of principal payments on the
Mortgage Loans or as to the yield to maturity of any Subclass or Class of
Offered Certificates. An investor is urged to make an investment decision with
respect to any Subclass or Class of Offered Certificates based on the
anticipated yield to maturity of such Subclass or Class of Offered Certificates
resulting from its purchase price and such investor's own determination as to
anticipated Mortgage Loan prepayment rates under a variety of scenarios and, in
the case of the Class A-5 and Class A-6 Certificates, such investor's own
determination of LIBOR. The extent to which any Subclass or Class of Offered
Certificates is purchased at a discount or a premium and the degree to which
such Subclass or Class is
S-72
<PAGE>
sensitive to the timing of prepayments and, in the case of the Class A-5 and
Class A-6 Certificates, the degree to which LIBOR varies from the level
anticipated by an investor, will determine the extent to which the yield to
maturity of such Subclass or Class may vary from the anticipated yield. An
investor should carefully consider the associated risks, including, in the case
of any Subclass or Class of Offered Certificates purchased at a discount,
particularly the Class A-PO Certificates, the risk that a slower than
anticipated rate of principal payments on the Mortgage Loans or, in the case of
the Class A-PO Certificates, on the Discount Mortgage Loans, could result in an
actual yield to such investor that is lower than the anticipated yield and, in
the case of any Subclass or Class of Offered Certificates purchased at a
premium, or in the case of the Class A-6 Certificates, which have no principal
balance, the risk that a faster than anticipated rate of principal payments
could result in an actual yield to such investor that is lower than the
anticipated yield.
An investor should consider the risk that rapid rates of prepayments on the
Mortgage Loans, and therefore of amounts distributable in reduction of principal
balance of the Offered Certificates, may coincide with periods of low prevailing
interest rates. During such periods, the effective interest rates on securities
in which an investor may choose to reinvest amounts distributed in reduction of
the principal balance of such investor's Offered Certificate may be lower than
the applicable Pass-Through Rate or, in the case of the Class A-PO Certificates,
the anticipated yield thereon. Conversely, slower rates of prepayments on the
Mortgage Loans, and therefore of amounts distributable in reduction of principal
balance of the Offered Certificates, may coincide with periods of high
prevailing interest rates. During such periods, the amount of principal
distributions available to an investor for reinvestment at such high prevailing
interest rates may be relatively small.
Investors in the Class A-5 Certificates should understand that if LIBOR is
greater than or equal to 9.55% per annum the Pass-Through Rate of such Subclass
will remain at its maximum rate of 10.00% per annum. Investors in the Class A-5
Certificates should also consider the risk that if LIBOR is lower than
anticipated, the actual yields to such investors could be lower than the
anticipated yields. Conversely, investors in the Class A-6 Certificates should
consider the risk that if LIBOR is higher than anticipated, the actual yields to
such investors could be significantly lower than anticipated yields. Investors
in the Class A-6 Certificates should also understand that if LIBOR is greater
than or equal to 9.55% per annum the Class A-6 Certificates will accrue interest
at the minimum rate of 0.00% per annum. Further, based on the Structuring
Assumptions, high constant rates of LIBOR, especially when combined with certain
high constant prepayment rates, are expected to produce a negative yield to
investors in the Class A-6 Certificates. See "-- Sensitivity of the Class A-6
Certificates" below.
Investors in the Class A-5 and Class A-6 Certificates should understand that
the timing of changes in LIBOR may affect the actual yields to such investors
even if the average rate of LIBOR is consistent with such investors'
expectations. Each investor must make an independent decision as to the
appropriate LIBOR assumptions to be used in deciding whether to purchase a Class
A-5 or Class A-6 Certificate.
As indicated under "Federal Income Tax Considerations" herein, the Class A-R
and Class A-LR Certificateholders' REMIC taxable income and the tax liability
thereon may exceed, and may substantially exceed, cash distributions to such
holders during certain periods. There can be no assurance as to the amount by
which such taxable income or such tax liability will exceed cash distributions
in respect of the Class A-R and Class A-LR Certificates during any such period
and no representation is made with respect thereto under any principal
prepayment scenario or otherwise. DUE TO THE SPECIAL TAX TREATMENT OF RESIDUAL
INTERESTS, THE AFTER-TAX RETURN OF THE CLASS A-R AND CLASS A-LR CERTIFICATES MAY
BE SIGNIFICANTLY LOWER THAN WOULD BE THE CASE IF THE CLASS A-R AND CLASS A-LR
CERTIFICATES WERE TAXED AS DEBT INSTRUMENTS, OR MAY BE NEGATIVE.
As referred to herein, the weighted average life of a Subclass or Class of
Offered Certificates (other than the Class A-6 Certificates) refers to the
average amount of time that will elapse from the date of issuance of such
Subclass or Class until each dollar in reduction of the principal balance of
such Subclass or Class is distributed to the investor. The weighted average life
of the Class A-6 Certificates
S-73
<PAGE>
is the average amount of time that will elapse between the date of issuance of
the Series 1996-8 Certificates and the date on which each dollar in reduction of
the reduction of the principal balance of the Class A-5 Certificates (which
principal balance is equal to the notional amount of the Class A-6 Certificates)
is distributed to the investors in the Class A-5 Certificates. The weighted
average life of each Subclass or Class of the Offered Certificates will be
influenced by, among other things, the rate and timing of principal payments on
the Mortgage Loans, which may be in the form of scheduled amortization,
prepayments or other recoveries of principal.
Prepayments on mortgage loans are commonly measured relative to a prepayment
standard or model. The model used in this Prospectus Supplement, the Standard
Prepayment Assumption ("SPA"), represents an assumed rate of prepayment each
month relative to the then outstanding principal balance of a pool of new
mortgage loans. A prepayment assumption of 100% SPA assumes constant prepayment
rates of 0.2% per annum of the then outstanding principal balance of such
mortgage loans in the first month of the life of the mortgage loans and an
additional 0.2% per annum in each month thereafter until the thirtieth month.
Beginning in the thirtieth month and in each month thereafter during the life of
the mortgage loans, 100% SPA assumes a constant prepayment rate of 6% per annum
each month. As used in the table below, "0% SPA" assumes prepayment rates equal
to 0% of SPA, I.E., no prepayments. Correspondingly, "150% SPA" assumes
prepayment rates equal to 150% of SPA. SPA DOES NOT PURPORT TO BE A HISTORICAL
DESCRIPTION OF PREPAYMENT EXPERIENCE OR A PREDICTION OF THE ANTICIPATED RATE OF
PREPAYMENT OF ANY POOL OF MORTGAGE LOANS, INCLUDING THE MORTGAGE LOANS.
The tables set forth below have been prepared on the basis of the
characteristics of the Mortgage Loans that are expected to be included in the
Trust Estate, as described above under "Description of the Mortgage Loans." The
tables assume, among other things, the following (the "Structuring
Assumptions"): (i) the scheduled payment in each month for each Mortgage Loan
has been based on its outstanding balance as of the first day of the month
preceding the month of such payment, its Mortgage Interest Rate and its
remaining term to stated maturity, so that such scheduled payments would
amortize the remaining balance by its remaining term to maturity, (ii) scheduled
monthly payments of principal and interest on the Mortgage Loans will be timely
received on the first day of each month (with no defaults), commencing in
December 1996, (iii) the Seller does not repurchase any Mortgage Loan, as
described under "Description of the Mortgage Loans -- Mandatory Repurchase or
Substitution of Mortgage Loans" herein, and the Seller does not exercise its
option to purchase the Mortgage Loans and thereby cause a termination of the
Trust Estate, (iv) principal prepayments in full on the Mortgage Loans will be
received on the last day of each month commencing in November 1996 at the
respective percentages of SPA set forth in the tables and there are no partial
principal prepayments or Prepayment Interest Shortfalls, (v) the Series 1996-8
Certificates will be issued on November 26, 1996 and (vi) distributions to
Certificateholders will be made on the 25th day of each month, commencing in
December 1996.
IT IS HIGHLY UNLIKELY THAT THE MORTGAGE LOANS WILL PREPAY AT ANY CONSTANT
RATE, THAT ALL OF THE MORTGAGE LOANS WILL PREPAY AT THE SAME RATE OR THAT THE
MORTGAGE LOANS WILL NOT EXPERIENCE ANY LOSSES. In addition, there may be
differences between the characteristics of the mortgage loans ultimately
included in the Trust Estate and the Mortgage Loans which are assumed to be
included, as described above. Any difference may have an effect upon the actual
percentages of initial Class A Subclass Principal Balance of the Subclasses of
Class A Certificates (or, in the case of the Class A-6 Certificates, the initial
Class A-6 Notional Amount), initial principal balance of the Class M
Certificates and initial Class B Subclass Principal Balance of the Subclasses of
Class B Certificates outstanding, the actual weighted average lives of the
Subclasses of Class A Certificates, the Class M Certificates and the Subclasses
of Class B Certificates and the date on which the Class A Subclass Principal
Balance of any Subclass of Class A Certificates (or, in the case of the Class
A-6 Certificates, the Class A-6 Notional Amount), the principal balance of the
Class M Certificates and the Class B Subclass Principal Balance of any Subclass
of Offered Class B Certificates are reduced to zero.
S-74
<PAGE>
Based upon the foregoing assumptions, the following tables indicate the
weighted average life of each Subclass and Class of Offered Certificates, and
set forth the percentages of the initial Class A Subclass Principal Balance of
each Subclass of Class A Certificates (or, in the case of the Class A-6
Certificates, the initial Class A-6 Notional Amount), the initial principal
balance of the Class M Certificates and the initial Class B Subclass Principal
Balance of each Subclass of Offered Class B Certificates that would be
outstanding after each of the dates shown at constant percentages of SPA
presented.
PERCENTAGE OF INITIAL SUBCLASS OR CLASS PRINCIPAL BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS A-1 CLASS A-2
CERTIFICATES AT THE CERTIFICATES AT THE
FOLLOWING PERCENTAGES OF FOLLOWING PERCENTAGES OF
SPA SPA
DISTRIBUTION ----------------------------------------------------- -----------------------------------------------------
DATE 0% 150% 250% 350% 600% 0% 150% 250% 350% 600%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------- ----------------------------------------------------- -----------------------------------------------------
Initial............ 100 100 100 100 100
100 100 100 100 100
November 1997...... 99 96 94 92 87
100 100 100 100 100
November 1998...... 98 88 81 75 59
100 100 100 100 100
November 1999...... 97 77 65 53 29
100 100 100 100 100
November 2000...... 96 67 50 36 9
100 100 100 100 100
November 2001...... 95 58 38 23 0
100 100 100 100 51
November 2002...... 93 50 29 13 0
100 100 100 100 0
November 2003...... 92 43 22 7 0
100 100 100 100 0
November 2004...... 90 37 16 2 0
100 100 100 100 0
November 2005...... 88 32 11 0 0
100 100 100 91 0
November 2006...... 86 27 8 0 0
100 100 100 65 0
November 2007...... 84 23 5 0 0
100 100 100 46 0
November 2008...... 82 20 3 0 0
100 100 100 30 0
November 2009...... 80 16 1 0 0
100 100 100 18 0
November 2010...... 77 13 0 0 0
100 100 85 9 0
November 2011...... 74 11 0 0 0
100 100 66 2 0
November 2012...... 71 8 0 0 0
100 100 50 0 0
November 2013...... 68 6 0 0 0
100 100 37 0 0
November 2014...... 64 4 0 0 0
100 100 26 0 0
November 2015...... 61 2 0 0 0
100 100 17 0 0
November 2016...... 56 1 0 0 0
100 100 9 0 0
November 2017...... 52 0 0 0 0
100 88 3 0 0
November 2018...... 47 0 0 0 0
100 70 0 0 0
November 2019...... 42 0 0 0 0
100 54 0 0 0
November 2020...... 36 0 0 0 0
100 39 0 0 0
November 2021...... 30 0 0 0 0
100 26 0 0 0
November 2022...... 23 0 0 0 0
100 14 0 0 0
November 2023...... 15 0 0 0 0
100 4 0 0 0
November 2024...... 7 0 0 0 0
100 0 0 0 0
November 2025...... 0 0 0 0 0
85 0 0 0 0
November 2026...... 0 0 0 0 0
0 0 0 0 0
Weighted Average
Life (years)
(1).............. 19.58 7.33 4.76 3.55 2.36 29.33 23.49 16.47 11.16 5.10
<CAPTION>
CLASS A-3
CERTIFICATES AT THE
FOLLOWING PERCENTAGES OF
SPA
DISTRIBUTION -----------------------------------------------------
DATE 0% 150% 250% 350% 600%
<S> <C> <C> <C> <C> <C>
- ------------------- -----------------------------------------------------
Initial............
100 100 100 100 100
November 1997......
100 100 100 100 100
November 1998......
100 100 100 100 100
November 1999......
100 100 100 100 100
November 2000......
100 100 100 100 100
November 2001......
100 100 100 100 100
November 2002......
100 100 100 100 0
November 2003......
100 100 100 100 0
November 2004......
100 100 100 100 0
November 2005......
100 100 100 100 0
November 2006......
100 100 100 100 0
November 2007......
100 100 100 100 0
November 2008......
100 100 100 100 0
November 2009......
100 100 100 100 0
November 2010......
100 100 100 100 0
November 2011......
100 100 100 100 0
November 2012......
100 100 100 83 0
November 2013......
100 100 100 63 0
November 2014......
100 100 100 47 0
November 2015......
100 100 100 36 0
November 2016......
100 100 100 26 0
November 2017......
100 100 100 19 0
November 2018......
100 100 88 14 0
November 2019......
100 100 68 10 0
November 2020......
100 100 51 7 0
November 2021......
100 100 37 5 0
November 2022......
100 100 26 3 0
November 2023......
100 100 17 2 0
November 2024......
100 72 10 1 0
November 2025......
100 32 4 * 0
November 2026......
0 0 0 0 0
Weighted Average
Life (years)
(1).............. 29.84 28.60 24.57 18.72 5.84
</TABLE>
- --------------------
(1) The weighted average life of an Offered Certificate is determined by (i)
multiplying the amount of net reduction of principal balance by the number
of years from the date of the issuance of such Certificate to the related
Distribution Date, (ii) adding the results and (iii) dividing the sum by the
aggregate net reduction of principal balance referred to in clause (i).
* Indicates a percentage greater than zero but less than 0.5% of the initial
principal balance of such Subclass or Class.
S-75
<PAGE>
PERCENTAGE OF INITIAL SUBCLASS OR CLASS PRINCIPAL BALANCE(1) OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS A-5
AND CLASS A-6 CLASS A-7
CERTIFICATES AT THE CERTIFICATES AT THE
FOLLOWING PERCENTAGES OF FOLLOWING PERCENTAGES OF
SPA SPA
DISTRIBUTION ----------------------------------------------------- -----------------------------------------------------
DATE 0% 150% 250% 350% 600% 0% 150% 250% 350% 600%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------- ----------------------------------------------------- -----------------------------------------------------
Initial............ 100 100 100 100 100
100 100 100 100 100
November 1997...... 99 96 94 93 88
99 99 99 99 99
November 1998...... 98 89 83 77 62
98 98 98 98 98
November 1999...... 97 79 68 57 35
97 97 97 97 97
November 2000...... 96 70 55 42 16
96 96 96 96 96
November 2001...... 95 61 44 29 5
95 95 95 95 95
November 2002...... 94 54 35 21 0
94 91 89 87 80
November 2003...... 92 48 28 15 0
92 86 82 77 45
November 2004...... 91 42 23 10 0
91 80 73 66 25
November 2005...... 89 38 19 8 0
89 73 63 53 15
November 2006...... 88 34 16 6 0
88 65 52 41 9
November 2007...... 86 30 13 5 0
86 58 44 32 6
November 2008...... 84 27 11 4 0
84 52 36 25 4
November 2009...... 82 24 9 3 0
82 46 30 19 2
November 2010...... 79 21 7 2 0
79 40 25 14 1
November 2011...... 77 18 6 2 0
77 36 20 11 1
November 2012...... 74 16 5 1 0
74 31 17 8 1
November 2013...... 71 14 4 1 0
71 27 14 6 *
November 2014...... 67 12 3 1 0
67 24 11 5 *
November 2015...... 64 10 3 1 0
64 20 9 4 *
November 2016...... 60 9 2 * 0
60 17 7 3 *
November 2017...... 56 8 2 * 0
56 15 6 2 *
November 2018...... 51 6 1 * 0
51 12 4 1 *
November 2019...... 46 5 1 * 0
46 10 3 1 *
November 2020...... 41 4 1 * 0
41 8 3 1 *
November 2021...... 35 3 1 * 0
35 6 2 * *
November 2022...... 29 2 * * 0
29 5 1 * *
November 2023...... 23 2 * * 0
23 3 1 * *
November 2024...... 15 1 * * 0
15 2 * * *
November 2025...... 7 * * * 0
7 1 * * *
November 2026...... 0 0 0 0 0
0 0 0 0 0
Weighted Average
Life (years)
(2).............. 20.41 8.77 5.87 4.30 2.60 20.41 13.48 11.30 9.96 7.26
<CAPTION>
CLASS A-R AND CLASS A-LR
CERTIFICATES AT THE
FOLLOWING PERCENTAGES OF
SPA
DISTRIBUTION -----------------------------------------------------
DATE 0% 150% 250% 350% 600%
<S> <C> <C> <C> <C> <C>
- ------------------- -----------------------------------------------------
Initial............
100 100 100 100 100
November 1997......
0 0 0 0 0
November 1998......
0 0 0 0 0
November 1999......
0 0 0 0 0
November 2000......
0 0 0 0 0
November 2001......
0 0 0 0 0
November 2002......
0 0 0 0 0
November 2003......
0 0 0 0 0
November 2004......
0 0 0 0 0
November 2005......
0 0 0 0 0
November 2006......
0 0 0 0 0
November 2007......
0 0 0 0 0
November 2008......
0 0 0 0 0
November 2009......
0 0 0 0 0
November 2010......
0 0 0 0 0
November 2011......
0 0 0 0 0
November 2012......
0 0 0 0 0
November 2013......
0 0 0 0 0
November 2014......
0 0 0 0 0
November 2015......
0 0 0 0 0
November 2016......
0 0 0 0 0
November 2017......
0 0 0 0 0
November 2018......
0 0 0 0 0
November 2019......
0 0 0 0 0
November 2020......
0 0 0 0 0
November 2021......
0 0 0 0 0
November 2022......
0 0 0 0 0
November 2023......
0 0 0 0 0
November 2024......
0 0 0 0 0
November 2025......
0 0 0 0 0
November 2026......
0 0 0 0 0
Weighted Average
Life (years)
(2).............. 0.08 0.08 0.08 0.08 0.08
</TABLE>
- --------------------
(1) With respect to the Class A-6 Certificates, percentages are expressed as a
percentage of the initial Class A-6 Notional Amount.
(2) The weighted average life of an Offered Certificate is determined by (i)
multiplying the amount of net reduction of principal balance or notional
amount, as the case may be, by the number of years from the date of the
issuance of such Certificate to the related Distribution Date, (ii) adding
the results and (iii) dividing the sum by the aggregate net reduction of
principal balance or notional amount, as the case may be, referred to in
clause (i).
* Indicates a percentage greater than zero but less than 0.5% of the initial
principal balance of such Subclass or Class.
S-76
<PAGE>
PERCENTAGE OF INITIAL SUBCLASS OR CLASS PRINCIPAL BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS M,
CLASS A-PO CLASS B-1 AND CLASS B-2
CERTIFICATES AT THE CERTIFICATES AT THE
FOLLOWING PERCENTAGES OF FOLLOWING PERCENTAGES OF
SPA SPA
DISTRIBUTION ----------------------------------------------------- -----------------------------------------------------
DATE 0% 150% 250% 350% 600% 0% 150% 250% 350% 600%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------- ----------------------------------------------------- -----------------------------------------------------
Initial............ 100 100 100 100 100
100 100 100 100 100
November 1997...... 99 96 94 92 88
99 99 99 99 99
November 1998...... 98 89 83 78 65
98 98 98 98 98
November 1999...... 97 80 70 61 42
97 97 97 97 97
November 2000...... 96 72 59 48 26
96 96 96 96 96
November 2001...... 94 65 50 37 17
95 95 95 95 95
November 2002...... 93 58 42 29 10
94 91 89 87 82
November 2003...... 91 52 35 23 7
92 87 83 78 68
November 2004...... 90 47 29 17 4
91 80 74 67 51
November 2005...... 88 42 24 14 3
89 73 64 55 35
November 2006...... 86 37 20 10 2
88 65 53 42 22
November 2007...... 84 33 17 8 1
86 58 44 33 14
November 2008...... 82 29 14 6 1
84 52 37 25 9
November 2009...... 80 26 11 5 *
82 46 30 19 5
November 2010...... 77 23 9 4 *
79 41 25 15 3
November 2011...... 74 20 8 3 *
77 36 21 11 2
November 2012...... 72 17 6 2 *
74 31 17 9 1
November 2013...... 68 15 5 2 *
71 27 14 7 1
November 2014...... 65 13 4 1 *
67 24 11 5 *
November 2015...... 61 11 3 1 *
64 20 9 4 *
November 2016...... 57 10 3 1 *
60 17 7 3 *
November 2017...... 53 8 2 * *
56 15 6 2 *
November 2018...... 49 7 2 * *
51 12 4 1 *
November 2019...... 44 6 1 * *
46 10 3 1 *
November 2020...... 39 4 1 * *
41 8 3 1 *
November 2021...... 33 3 1 * *
35 6 2 * *
November 2022...... 27 3 * * *
29 5 1 * *
November 2023...... 20 2 * * *
23 3 1 * *
November 2024...... 14 1 * * *
15 2 * * *
November 2025...... 6 * * * *
7 1 * * *
November 2026...... 0 0 0 0 0
0 0 0 0 0
Weighted Average
Life (years)
(1).............. 19.92 9.23 6.48 4.97 3.18 20.41 13.51 11.36 10.04 8.32
</TABLE>
- --------------------
(1) The weighted average life of an Offered Certificate is determined by (i)
multiplying the amount of net reduction of principal balance by the number
of years from the date of the issuance of such Certificate to the related
Distribution Date, (ii) adding the results and (iii) dividing the sum by the
aggregate net reduction of principal balance referred to in clause (i).
* Indicates a percentage greater than zero but less than 0.5% of the initial
principal balance of such Subclass or Class.
Interest accrued on the Class A, Class M and Offered Class B Certificates
will be reduced by the amount of any interest portions of Realized Losses
allocated to such Certificates as described under "Description of the
Certificates -- Interest" herein. The yield on the Class A Certificates (other
than the Class A-5 and Class A-6 Certificates), the Class M Certificates and the
Offered Class B Certificates will be less than the yield otherwise produced by
their respective Pass-Through Rates and the prices at which such Certificates
are purchased because the interest which accrues on the Mortgage Loans during
each month will not be passed through to Certificateholders until the 25th day
of the month following the end of such month (or if such 25th day is not a
business day, the following business day).
The Seller intends to file certain additional yield tables and other
computational materials with respect to one or more Subclasses or Classes of
Offered Certificates with the Securities and Exchange Commission in a Report on
Form 8-K. See "Incorporation Of Certain Documents By Reference" in the
Prospectus. Such tables and materials will have been prepared by the Underwriter
at the request of
S-77
<PAGE>
certain prospective investors, based on assumptions provided by, and satisfying
the special requirements of, such investors. Such tables and assumptions may be
based on assumptions that differ from the Structuring Assumptions. Accordingly,
such tables and other materials may not be relevant to or appropriate for
investors other than those specifically requesting them.
SENSITIVITY OF THE CLASS A-6 CERTIFICATES
THE YIELD TO AN INVESTOR IN THE CLASS A-6 CERTIFICATES WILL BE HIGHLY
SENSITIVE TO LIBOR AND TO THE RATE AND TIMING OF PRINCIPAL PAYMENTS (INCLUDING
PREPAYMENTS) OF THE MORTGAGE LOANS, WHICH RATE MAY FLUCTUATE SIGNIFICANTLY FROM
TIME TO TIME. IN PARTICULAR, THERE MAY BE A MATERIAL NEGATIVE EFFECT ON THE
YIELD TO AN INVESTOR IN THE CLASS A-6 CERTIFICATES AS A RESULT OF SMALL
INCREASES IN LIBOR OR AS A RESULT OF FASTER THAN ANTICIPATED PRINCIPAL
PREPAYMENTS ON THE MORTGAGE LOANS. AN INVESTOR SHOULD FULLY CONSIDER THE
ASSOCIATED RISKS, INCLUDING THE RISK THAT AN INVESTOR IN THE CLASS A-6
CERTIFICATES MAY NOT FULLY RECOVER ITS INITIAL INVESTMENT.
Since there can be no assurance that the rate of LIBOR will correlate with
prevailing mortgage interest rates, it is possible that lower prevailing
mortgage rates, which might be expected to result in faster prepayments, could
occur concurrently with an increase in LIBOR. However, if, as generally
expected, higher mortgage rates and, accordingly, lower prepayment rates, were
to occur concurrently with an increase in LIBOR, interest would accrue on the
Class A-6 Certificates at a reduced rate at the same time that the rate of
distributions in reduction of the principal balance of the Class A-5
Certificates (which principal balance corresponds to the Class A-6 Notional
Amount) may be reduced. In such circumstances, an investor in the Class A-6
Certificates could have a significantly lower yielding instrument with a longer
weighted average life than anticipated.
To illustrate the significance of changes in LIBOR and prepayments on the
Class A-6 Certificates, the following table indicates the pre-tax yields to
maturity (on a corporate bond equivalent basis) under the assumptions specified
in the following paragraph at the different constant percentages of SPA and the
constant rates of LIBOR indicated. It is not likely that the Mortgage Loans will
prepay at a constant level of SPA until maturity or that all of the Mortgage
Loans will prepay at the same rate or that the rate of LIBOR will remain
constant. As discussed above, the timing of changes in the rate of prepayments
may significantly affect the total distributions received, the date of receipt
of such distributions and the actual yield to maturity to an investor in a Class
A-6 Certificate, even if the average rate of principal prepayments is consistent
with such investor's expectations. Moreover, the timing of changes in the rate
of LIBOR may affect the actual yield to maturity to an investor in a Class A-6
Certificate even if the average rate is consistent with such investor's
expectation.
The following table has been prepared on the basis of the Structuring
Assumptions and the additional assumptions that (i) the purchase price for the
Class A-6 Certificates is approximately $1,312,738 plus accrued interest thereon
from November 25, 1996 to (but not including) November 26, 1996, (ii) such
purchase price is paid on November 26, 1996 and (iii) on the Rate Determination
Date occurring in December 1996 and each Rate Determination Date thereafter,
LIBOR is the rate specified. The Mortgage Loans will not have all of the
characteristics assumed above and there can be no assurance that the Mortgage
Loans will prepay at any of the constant rates shown in the tables or at any
other particular rate, that the pre-tax yields to maturity on the Class A-6
Certificates will correspond to any of the yields shown herein, that LIBOR will
correspond to the rates shown herein or that the aggregate purchase price of the
Class A-6 Certificates will be as assumed. The table does not constitute a
representation as to the correlation of any rate of LIBOR with any rate of
prepayments on the Mortgage Loans. Each investor must make an independent
decision as to the appropriate prepayment assumptions to be used and the
appropriate rates of LIBOR to be assumed in deciding whether or not to purchase
a Class A-6 Certificate.
The pre-tax yields to maturity set forth in the following table were
calculated by (i) determining the monthly discount rates which, when applied to
the assumed stream of cash flows to be paid on the Class A-6 Certificates, would
cause the discounted present value of such assumed stream of cash flows to equal
an assumed purchase price of approximately $1,312,738 plus accrued interest
thereon from
S-78
<PAGE>
November 25, 1996 to (but not including) November 26, 1996 for the Class A-6
Certificates and (ii) converting such monthly rates to corporate bond equivalent
rates. Such calculation does not take into account the interest rates at which
investors may be able to reinvest funds received by them as distributions on the
Class A-6 Certificates and consequently does not purport to reflect the return
on any investment in Class A-6 Certificates when such reinvestment rates are
considered.
SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS A-6 CERTIFICATES
TO PREPAYMENTS AND LIBOR
<TABLE>
<CAPTION>
PERCENTAGES OF SPA
---------------------------------------------------------------
LIBOR 0% 150% 250% 350% 600%
- ------------------------------------------------------------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
3.37500%.................................................... 97.10% 89.86% 84.86% 79.72% 66.06%
4.37500%.................................................... 79.85% 72.33% 67.11% 61.69% 47.10%
5.37500%.................................................... 63.12% 55.25% 49.74% 43.95% 27.99%
6.37500%.................................................... 46.88% 38.59% 32.71% 26.41% 8.36%
7.37500%.................................................... 31.08% 22.33% 16.00% 9.02% (12.64)%
8.37500%.................................................... 15.38% 6.24% (0.49)% (8.16)% (37.27)%
9.55000% and above.......................................... * * * * *
</TABLE>
- ------------------------
* The pre-tax yield to maturity will be less than (99.99)%.
SENSITIVITY OF THE CLASS A-PO CERTIFICATES
THE YIELD TO AN INVESTOR IN THE CLASS A-PO CERTIFICATES WILL BE HIGHLY
SENSITIVE TO THE RATE AND TIMING OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS)
ON THE DISCOUNT MORTGAGE LOANS, WHICH RATE MAY FLUCTUATE SIGNIFICANTLY FROM TIME
TO TIME. AN INVESTOR SHOULD FULLY CONSIDER THE ASSOCIATED RISKS, INCLUDING THE
RISK THAT A RELATIVELY SLOW RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS)
ON THE DISCOUNT MORTGAGE LOANS WILL HAVE A NEGATIVE EFFECT ON THE YIELD TO AN
INVESTOR IN THE CLASS A-PO CERTIFICATES. THE DISCOUNT MORTGAGE LOANS WILL HAVE
LOWER NET MORTGAGE INTEREST RATES THAN THE OTHER MORTGAGE LOANS. IN GENERAL,
MORTGAGE LOANS WITH LOWER MORTGAGE INTEREST RATES MAY TEND TO PREPAY AT A SLOWER
RATE OF PAYMENT IN RESPECT OF PRINCIPAL THAN MORTGAGE LOANS WITH RELATIVELY
HIGHER MORTGAGE INTEREST RATES, IN RESPONSE TO CHANGES IN MARKET INTEREST RATES.
AS A RESULT, THE DISCOUNT MORTGAGE LOANS MAY PREPAY AT A SLOWER RATE OF PAYMENT
IN RESPECT OF PRINCIPAL THAN THE OTHER MORTGAGE LOANS, RESULTING IN A LOWER
YIELD ON THE CLASS A-PO CERTIFICATES THAN WOULD BE THE CASE IF THE DISCOUNT
MORTGAGE LOANS PREPAID AT THE SAME RATE AS THE OTHER MORTGAGE LOANS.
The following table indicates the sensitivity to the Prepayment Scenarios on
the Discount Mortgage Loans of the pre-tax yields to maturity on a CBE basis of
the Class A-PO Certificates. Such calculations are based on distributions made
in accordance with "Description of the Certificates" above, on the Structuring
Assumptions and on the further assumptions that (i) the Class A-PO Certificates
will be purchased on November 26, 1996 at an aggregate purchase price of 70.00%
of the initial Class A Subclass Principal Balance of the Class A-PO Certificates
and (ii) distributions to holders of the Class A-PO Certificates will be made on
the 25th day of each month commencing in December 1996.
SENSITIVITY OF THE PRE-TAX YIELD TO MATURITY ON THE CLASS A-PO CERTIFICATES TO
PREPAYMENTS
<TABLE>
<CAPTION>
PERCENTAGES OF SPA
------------------------------------------------
0% 150% 250% 350% 600%
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Pre-Tax Yield (CBE)........... 1.85 % 4.35 % 6.28 % 8.19 % 12.66 %
</TABLE>
The pre-tax yields to maturity set forth in the preceding table were
calculated by (i) determining the monthly discount rates which, when applied to
the assumed stream of cash flows to be paid on the Class A-PO Certificates,
would cause the discounted present value of such assumed stream of cash flows to
equal an assumed aggregate purchase price for the Class A-PO Certificates of
70.00% of their initial Class A Subclass Principal Balance and (ii) converting
such monthly rates to corporate bond
S-79
<PAGE>
equivalent rates. Such calculation does not take into account the interest rates
at which investors may be able to reinvest funds received by them as
distributions on the Class A-PO Certificates and consequently does not purport
to reflect the return on any investment in the Class A-PO Certificates when such
reinvestment rates are considered.
NOTWITHSTANDING THE ASSUMED PREPAYMENT RATES REFLECTED IN THE PRECEDING
TABLE, IT IS HIGHLY UNLIKELY THAT THE DISCOUNT MORTGAGE LOANS WILL PREPAY AT A
CONSTANT RATE UNTIL MATURITY, THAT ALL OF THE DISCOUNT MORTGAGE LOANS WILL
PREPAY AT THE SAME RATE OR THAT THE DISCOUNT MORTGAGE LOANS WILL NOT EXPERIENCE
ANY LOSSES. In addition, the Discount Mortgage Loans initially included in the
Trust Estate may differ from those currently expected to be included in the
Trust Estate and thereafter may be changed as a result of permitted
substitutions. As a result of these factors, the pre-tax yields to maturity on
the Class A-PO Certificates are likely to differ from those shown in such table,
even if all of the Discount Mortgage Loans prepay at the indicated percentages
of SPA.
HISTORIC LOSS EXPERIENCE OF SECURITIZED MORTGAGE LOANS
The historic experience regarding the cumulative amount of losses and the
frequency of liquidations experienced on securitized(1) conventional relocation
mortgage loans having original terms to stated maturity of approximately 30
years ("30 Year RELO Mortgage Loans") have varied based on the year of
origination as set forth below.
<TABLE>
<CAPTION>
LIQUIDATION LOSS
YEAR OF FREQUENCY SEVERITY
ORIGINATION PERCENTAGE(A) PERCENTAGE(B)
------------ --------------- -------------
<S> <C> <C>
1987............................................................. 0.85% 26.94%
1988............................................................. 0.71% 32.26%
1989............................................................. 1.46% 30.28%
1990............................................................. 0.62% 24.22%
1991............................................................. 0.23% 23.07%
1992............................................................. 0.11% 13.66%
1993............................................................. 0.07% 18.16%
1994............................................................. 0.06% 0.42%
1995............................................................. 0.03% 4.38%
</TABLE>
- ------------------------
(a) The liquidation frequency percentage is determined by dividing the original
principal balance of liquidated 30 Year RELO Mortgage Loans originated
during such year by the original principal balance of 30 Year RELO Mortgage
Loans originated during such year.
(b) The loss severity percentage is determined by dividing the amount of losses
resulting from liquidated 30 Year RELO Mortgage Loans originated during
such year by the original principal balance of liquidated 30 Year RELO
Mortgage Loans originated during such year.
The loss severity percentages for the more recent years of origination may
not be representative of the loss severity percentages in the future for the
indicated years of origination in part because the severity of loss on a
liquidated mortgage loan is generally expected to increase as the length of time
increases from the initial delinquency of such mortgage loan to the final
disposition of the mortgaged property. In addition, it is possible that because
the more recent loss severity percentages resulted from relatively low levels of
liquidations (which do not include those mortgage loans currently delinquent but
not yet liquidated) such percentages may not be representative of future loss
severity percentages arising from the liquidation of a larger number of mortgage
loans. The frequency of liquidations of the Mortgage Loans and the amount of
loss experienced as a result thereof may vary significantly from the historic
experience set forth above in part because the underwriting standards applied at
origination of the 30 Year RELO Mortgage Loans have changed over time and may
differ from those applied at origination of the Mortgage Loans. Similarly,
servicing practices with respect to
(1) Mortgage loans included in a mortgage pool underlying a series of The
Prudential Home Mortgage Securities Company, Inc.'s mortgage pass-through
certificates (a "PHMSC Pool") or mortgage loans included in a mortgage pool
underlying a series of NASCOR's mortgage pass-through certificates.
Currently, the 30 Year RELO Mortgage Loans are primarily serviced or
subserviced by Norwest Mortgage, though prior to the PHMC Acquisition, PHMC
was the primary servicer of those 30 Year RELO Mortgage Loans included in
the PHMSC Pools. Certain of the 30 Year RELO Mortgage Loans are serviced by
third-party servicers unaffiliated with either Norwest Mortgage or PHMC.
S-80
<PAGE>
delinquent 30 Year RELO Mortgage Loans have changed over time. In addition,
delinquencies, foreclosures and loan losses generally are expected to occur with
increasing frequency after the first full year of the life of a mortgage loan.
Many factors contribute to the severity of losses, particularly the length of
time from the initial delinquency of such mortgage loan to the final disposition
of the mortgaged property and the state in which the mortgaged property is
located. The Seller and Norwest Mortgage make no representation that the actual
losses and liquidation frequency experienced on the Mortgage Loans currently
serviced by Norwest Mortgage, on the Mortgage Loans generally (which include
Mortgage Loans serviced by Other Servicers) or on the Mortgage Loans originated
by Norwest Mortgage or a Norwest Mortgage Correspondent will in any way
correspond to the historic experience with respect to the 30 Year RELO Mortgage
Loans.
YIELD CONSIDERATIONS WITH RESPECT TO THE CLASS B-1 AND CLASS B-2 CERTIFICATES
Defaults on mortgage loans may be measured relative to a default standard or
model. The model used in this Prospectus Supplement, the standard default
assumption ("SDA"), represents an assumed rate of default each month relative to
the then-outstanding performing principal balance of a pool of new mortgage
loans. A default assumption of 100% SDA assumes constant default rates of 0.02%
per annum of the then-outstanding principal balance of such mortgage loans in
the first month of the life of the mortgage loans and an additional 0.02% per
annum in each month thereafter until the 30th month. Beginning in the 30th month
and in each month thereafter through the 60th month of the life of the mortgage
loans, 100% SDA assumes a constant default rate of 0.60% per annum each month.
Beginning in the 61st month and in each month thereafter through the 120th month
of the life of the mortgage loans, 100% SDA assumes that the constant default
rate declines each month by 0.0095% per annum, and that the constant default
rate remains at 0.03% per annum in each month after the 120th month. For the
purposes of the following tables, it is assumed that there is no delay between
the default and liquidation of the mortgage loans. As used in the following
tables, "0% SDA" assumes default rates equal to 0% of SDA (no defaults).
Correspondingly, "50% SDA" assumes default rates equal to 50% of SDA, and so
forth. SDA does not purport to be a historical description of default experience
or a prediction of the anticipated rate of default of any pool of mortgage
loans, including the Mortgage Loans.
The following tables indicate the sensitivity of the pre-tax yield to
maturity on the Class B-1 and Class B-2 Certificates to various rates of
prepayment and varying levels of aggregate Realized Losses. The tables set forth
below are based upon, among other things, the Structuring Assumptions (other
than the assumption that no defaults shall have occurred with respect to the
Mortgage Loans) and the additional assumptions that liquidations (other than
those scenarios indicated as 0% of SDA (no defaults)) occur monthly on the last
day of the preceding month (other than on a Due Date) at the percentages of SDA
set forth in the table.
In addition, it was assumed that (i) Realized Losses on liquidations of 20%
or 40% of the outstanding principal balance of such liquidated Mortgage Loans,
as indicated in the tables below (referred to as a "Loss Severity Percentage")
will occur at the time of liquidation, (ii) there are no Special Hazard Losses,
Fraud Losses or Bankruptcy Losses, (iii) the Class B-1 and Class B-2
Certificates are purchased on November 26, 1996 at assumed purchase prices equal
to 98.00 % and 95.75%, respectively, of the Class B Subclass Principal Balances
thereof plus accrued interest from November 1, 1996 to (but not including)
November 26, 1996 and (iv) there were no delinquencies on the Mortgage Loans.
It is unlikely that the Mortgage Loans will have the precise characteristics
referred to herein or that they will prepay or liquidate at any of the rates
specified. The assumed percentages of SDA and SPA shown in the tables below are
for illustrative purposes only and the Seller makes no representations with
respect to the reasonableness of such assumptions or that the actual rates of
prepayment and liquidation and loss severity experience of the Mortgage Loans
will in any way correspond to any of the assumptions made herein. Consequently,
there can be no assurance that the pre-tax yield to maturity of the Class B-1
and Class B-2 Certificates will correspond to any of the pre-tax yields to
maturity shown below.
S-81
<PAGE>
The pre-tax yields to maturity set forth in the following tables were
calculated by determining the monthly discount rates which, when applied to the
assumed streams of cash flows to be paid on the Class B-1 and Class B-2
Certificates, would cause the discounted present value of such assumed streams
of cash flows to equal the aggregate assumed purchase prices of the Class B-1
and Class B-2 Certificates set forth above. In all cases, monthly rates were
then converted to the semi-annual corporate bond equivalent yields shown below.
Implicit in the use of any discounted present value or internal rate of return
calculations such as these is the assumption that intermediate cash flows are
reinvested at the discount rate or internal rate of return. Thus, these
calculations do not take into account the different interest rates at which
investors may be able to reinvest funds received by them as distributions on the
Class B-1 and Class B-2 Certificates. Consequently, these yields do not purport
to reflect the total return on any investment in the Class B-1 and Class B-2
Certificates when such reinvestment rates are considered.
SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS B-1
CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES
<TABLE>
<CAPTION>
LOSS PERCENTAGES OF SPA
PERCENTAGE SEVERITY ----------------------------------------------
OF SDA PERCENTAGE 0% 150% 250% 350%
- ---------------------------------------------------------- --------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
0%...................................................... N/A 7.78% 7.82% 7.83% 7.85%
25%...................................................... 20 % 7.78 % 7.82 % 7.84 % 7.85%
25%...................................................... 40 % 7.77 % 7.82 % 7.84 % 7.85%
50%...................................................... 20 % 7.77 % 7.82 % 7.84 % 7.85%
50%...................................................... 40 % 7.76 % 7.82 % 7.84 % 7.85%
75%...................................................... 20 % 7.77 % 7.82 % 7.84 % 7.85%
75%...................................................... 40 % 7.76 % 7.83 % 7.84 % 7.85%
150%...................................................... 20 % 7.76 % 7.83 % 7.84 % 7.85%
150%...................................................... 40 % (0.03) % 5.43 % 7.16 % 7.86%
<CAPTION>
PERCENTAGE
OF SDA 600%
- ---------------------------------------------------------- ----------
<S> <C>
0%...................................................... 7.88%
25%...................................................... 7.88 %
25%...................................................... 7.88 %
50%...................................................... 7.88 %
50%...................................................... 7.88 %
75%...................................................... 7.88 %
75%...................................................... 7.88 %
150%...................................................... 7.88 %
150%...................................................... 7.88 %
</TABLE>
SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS B-2
CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES
<TABLE>
<CAPTION>
LOSS PERCENTAGES OF SPA
PERCENTAGE SEVERITY ----------------------------------------
OF SDA PERCENTAGE 0% 150% 250% 350% 600%
- ---------------------------- ---------- ------- ------ ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
0%........................ N/A 8.02% 8.12% 8.17% 8.21% 8.28%
25%........................ 20% 8.00% 8.12% 8.17% 8.21% 8.28%
25%........................ 40% 7.98% 8.12% 8.17% 8.21% 8.28%
50%........................ 20% 7.98% 8.12% 8.17% 8.21% 8.28%
50%........................ 40% 7.80% 8.13% 8.17% 8.21% 8.28%
75%........................ 20% 7.97% 8.13% 8.17% 8.21% 8.28%
75%........................ 40% 0.84% 7.05% 8.18% 8.21% 8.28%
150%........................ 20% 1.44% 7.18% 8.18% 8.21% 8.28%
150%........................ 40% (43.23)% (35.62)% (28.08)% (2.25)% 8.17%
</TABLE>
S-82
<PAGE>
The following table sets forth the amount of Realized Losses that would be
incurred with respect to the Mortgage Loans, expressed as a percentage of the
aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off
Date.
AGGREGATE REALIZED LOSSES
<TABLE>
<CAPTION>
LOSS PERCENTAGES OF SPA
PERCENTAGE SEVERITY ----------------------------------------
OF SDA PERCENTAGE 0% 150% 250% 350% 600%
- ---------------------------- ---------- ------- ------ ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
25%........................ 20% 0.20% 0.14% 0.12% 0.10% 0.06%
25%........................ 40% 0.40% 0.28% 0.23% 0.19% 0.13%
50%........................ 20% 0.39% 0.28% 0.23% 0.19% 0.13%
50%........................ 40% 0.79% 0.56% 0.46% 0.38% 0.25%
75%........................ 20% 0.59% 0.42% 0.34% 0.29% 0.19%
75%........................ 40% 1.18% 0.84% 0.69% 0.57% 0.38%
150%........................ 20% 1.16% 0.83% 0.68% 0.57% 0.38%
150%........................ 40% 2.32% 1.65% 1.36% 1.13% 0.76%
</TABLE>
Notwithstanding the assumed percentages of SDA, Loss Severity Percentages
and prepayment rates reflected in the preceding tables, it is highly unlikely
that the Mortgage Loans will be prepaid or that the Realized Losses will be
incurred according to one particular pattern. For this reason, and because the
timing of cash flows is critical to determining yields, the pre-tax yields to
maturity on the Class B-1 and Class B-2 Certificates are likely to differ from
those shown in the tables. There can be no assurance that the Mortgage Loans
will prepay at any particular rate or that Realized Losses will be incurred at
any particular level or that the yields on the Class B-1 and Class B-2
Certificates will conform to any of the yields described herein.
Investors are urged to make their investment decisions based on their
determinations as to anticipated rates of prepayment and Realized Losses under a
variety of scenarios. Investors in Class B-1 and Class B-2 Certificates should
fully consider the risk that Realized Losses on the Mortgage Loans could result
in the failure of such investors to fully recover their investments.
S-83
<PAGE>
POOLING AND SERVICING AGREEMENT
GENERAL
The Series 1996-8 Certificates will be issued pursuant to a Pooling and
Servicing Agreement to be dated as of the date of initial issuance of the Series
1996-8 Certificates (the "Pooling and Servicing Agreement") among the Seller,
the Master Servicer and the Trustee. Reference is made to the Prospectus for
important additional information regarding the terms and conditions of the
Pooling and Servicing Agreement and the Series 1996-8 Certificates. See
"Description of the Certificates," "Servicing of the Mortgage Loans" and "The
Pooling and Servicing Agreement" in the Prospectus.
The Trust Estate created pursuant to the Pooling and Servicing Agreement
will consist of (i) the Mortgage Loans as described under "Description of the
Mortgage Loans," (ii) such assets as from time to time are identified as
deposited in any account held for the benefit of the Certificateholders, (iii)
any Mortgaged Properties acquired on behalf of the Certificateholders by
foreclosure or by deed in lieu of foreclosure after the date of original
issuance of the Certificates and (iv) the rights of the Trustee to receive the
proceeds of all insurance policies and performance bonds, if any, required to be
maintained pursuant to the Pooling and Servicing Agreement.
DISTRIBUTIONS
Distributions (other than the final distribution in retirement of the
Offered Certificates of each Class or Subclass) will be made by check mailed to
the address of the person entitled thereto as it appears on the Certificate
Register. However, with respect to any holder of an Offered Certificate
evidencing at least a $5,000,000 initial principal balance and any holder of a
Class A-6 Certificate evidencing at least a 25% Percentage Interest,
distributions will be made on the Distribution Date by wire transfer in
immediately available funds, provided that the Master Servicer, or the paying
agent acting on behalf of the Master Servicer, shall have been furnished with
appropriate wiring instructions not less than seven business days prior to the
related Distribution Date. The final distribution in respect of each Class or
Subclass of Offered Certificates will be made only upon presentation and
surrender of the related Certificate at the office or agency appointed by the
Trustee specified in the notice of final distribution with respect to the
related Subclass or Class.
Unless Definitive Certificates are issued as described above, the Master
Servicer and the Trustee will treat DTC as the Holder of the Book-Entry
Certificates for all purposes, including making distributions thereon and taking
actions with respect thereto. DTC will make book-entry transfers among its
participants with respect to the Book-Entry Certificates; it will also receive
distributions on the Book-Entry Certificates from the Trustee and transmit them
to participants for distribution to Beneficial Owners or their nominees.
VOTING
With respect to any provisions of the Pooling and Servicing Agreement
providing for the action, consent or approval of the holders of all Series
1996-8 Certificates evidencing specified Voting Interests in the Trust Estate,
the holders of the Class A Certificates will collectively be entitled to a
percentage (the "Class A Voting Interest") of the aggregate Voting Interest
represented by all Series 1996-8 Certificates equal to the sum of (A) the
product of (i) the then applicable Class A Percentage and (ii) 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) (the "Non-PO Voting
Interest") and (B) the Pool Balance (PO Portion) divided by the sum of the Pool
Balance (Non-PO Portion) and the Pool Balance (PO Portion); the holders of the
Class M Certificates will collectively be entitled to the then applicable
percentage of the aggregate Voting Interest represented by all Series 1996-8
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 the holders of the Class B Certificates will
collectively be entitled to the balance of the aggregate Voting Interest
represented by all Series 1996-8 Certificates (the "Class B Voting Interest").
The aggregate Voting Interest of each Subclass of Class A Certificates (other
than the Class A-6 and Class A-PO Certificates) on any date will be equal to the
S-84
<PAGE>
product of (a) 99% of the portion the Class A Voting Interest on such date
represented by clause (A) above and (b) the fraction obtained by dividing the
Class A Subclass Principal Balance of such Subclass by the Class A Non-PO
Principal Balance on such date. The aggregate Voting Interest of the Class A-6
Certificates on any date will be equal to 1% of the Class A Voting Interest
represented by clause (A) above. The aggregate Voting Interest of the Class A-PO
Certificates will be equal to the portion of the Class A Voting Interest on such
date represented by clause (B) above. The aggregate Voting Interest of each
Subclass of Class B Certificates on any date will be equal to the product of (a)
the Class B Voting Interest on such date and (b) the fraction obtained by
dividing the Class B Subclass Principal Balance of such Subclass on such date by
the Class B Principal Balance on such date. 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 of the Pooling and Servicing Agreement 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. Unless Definitive
Certificates are issued as described above, Beneficial Owners of Book-Entry
Certificates may exercise their voting rights only through Participants.
TRUSTEE
The Trustee for the Series 1996-8 Certificates will be First Union National
Bank of North Carolina, a national banking association. The corporate trust
office of the Trustee is located at 230 South Tryon Street, Charlotte, North
Carolina 28288. The Trustee will be responsible for monitoring the compliance of
the Master Servicer with the Pooling and Servicing Agreement and the Underlying
Servicing Agreements. See "The Pooling and Servicing Agreement -- The Trustee"
in the Prospectus. In addition, the Trustee will be required to make Periodic
Advances to the limited extent described herein with respect to the Mortgage
Loans serviced by Norwest Mortgage if Norwest Mortgage, as Servicer, fails to
make a Periodic Advance required by the related Underlying Servicing Agreement.
See "Description of the Certificates -- Periodic Advances" herein.
MASTER SERVICER
Norwest Bank will act as "Master Servicer" of the Mortgage Loans and, in
that capacity, will supervise the servicing of the Mortgage Loans, cause the
Mortgage Loans to be serviced in the event a Servicer is terminated and a
successor servicer is not appointed, provide certain reports to the Trustee
regarding the Mortgage Loans and the Certificates and make Periodic Advances to
the limited extent described herein with respect to the Mortgage Loans if a
Servicer other than Norwest Mortgage fails to make a Periodic Advance required
by the related Underlying Servicing Agreement. The Master Servicer will be
entitled to a "Master Servicing Fee" payable monthly equal to the product of (i)
1/12th of 0.02% (the "Master Servicing Fee Rate") and (ii) the aggregate
Scheduled Principal Balances of the Mortgage Loans as of the first day of each
month. The Master Servicer will pay all administrative expenses to the Trust
Estate subject to reimbursement as described under "Master Servicer" in the
Prospectus.
SPECIAL SERVICING AGREEMENTS
The Pooling and Servicing Agreement may permit the Master Servicer to enter
into a special servicing agreement with an unaffiliated holder of a Subclass of
Class B Certificates or of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates. Pursuant to such an agreement, such holder may instruct the Master
Servicer to instruct the Servicers, to the extent provided in the applicable
Underlying Servicing Agreement to commence or delay foreclosure proceedings with
respect to delinquent Mortgage Loans. Such commencement or delay at such
holder's direction will be taken by the Master Servicer only after such holder
deposits a specified amount of cash with the Master Servicer. Such cash will be
available for distribution to Certificateholders if Liquidation Proceeds are
less than they otherwise may have been had the Servicers acted pursuant to their
normal servicing procedures.
S-85
<PAGE>
OPTIONAL TERMINATION
At its option, the Seller may purchase from the Trust Estate all of the
Mortgage Loans, and thereby effect early retirement of the Series 1996-8
Certificates, on any Distribution Date when the Pool Scheduled Principal Balance
is less than 10% of the Cut-Off Date Aggregate Principal Balance. Any such
purchase will be made only in connection with a "qualified liquidation" of each
of the Upper-Tier REMIC and Lower-Tier REMIC within the meaning of Section
860F(a)(4)(A) of the Code. The purchase price will generally be equal to the
unpaid principal balance of each Mortgage Loan plus the fair market value of
other property (including any Mortgaged Property title to which has been
acquired by the Trust Estate ("REO Property")) in the Trust Estate plus accrued
interest. In the event the Trust Estate is liquidated as described above,
holders of the Certificates, to the extent funds are available, will receive the
unpaid principal balance of their Certificates and any accrued and unpaid
interest thereon. The amount, if any, remaining in the Certificate Account after
the payment of all principal and interest on the Certificates and expenses of
the Lower-Tier REMIC will be distributed to the holder of the Class A-LR
Certificate. See "Description of the Certificates -- Additional Rights of the
Class A-R and Class A-LR Certificateholders" herein and "The Pooling and
Servicing Agreement -- Termination; Purchase of Mortgage Loans" in the
Prospectus. The exercise of the foregoing option will be in the Seller's sole
discretion. Without limitation, the Seller may enter into agreements with third
parties to (i) exercise such option at the direction of such third party or (ii)
forbear from the exercise of such option.
SERVICING OF THE MORTGAGE LOANS
Norwest Mortgage will service approximately 99.23% (by Cut-Off Date
Aggregate Principal Balance) of the Mortgage Loans and the other servicers
listed below (the "Other Servicers", and collectively with Norwest Mortgage, the
"Servicers") will service the balance of the Mortgage Loans, as indicated, each
pursuant to a separate Underlying Servicing Agreement. The rights to enforce the
related Servicer's obligations under each Underlying Servicing Agreement with
respect to the related Mortgage Loans will be assigned to the Trustee, for the
benefit of Certificateholders. Among other things, the Servicers are obligated
under certain circumstances to advance delinquent payments of principal and
interest with respect to the Mortgage Loans. See "Servicing of the Mortgage
Loans" in the Prospectus.
THE SERVICERS
The Mortgage Loans initially will be serviced by the following entities:
<TABLE>
<CAPTION>
APPROXIMATE PERCENTAGE OF CUT-OFF
DATE AGGREGATE PRINCIPAL BALANCE
NAME OF SERVICER SERVICED
- --------------------------------------------------------------------- ---------------------------------
<S> <C>
Norwest Mortgage, Inc. .............................................. 99.23%
First Bank National Assoc. .......................................... 0.31%
Suntrust Mortgage Inc. .............................................. 0.23%
HomeSide Lending .................................................... 0.23%
-------
Total............................................................ 100.00%
-------
-------
</TABLE>
Certain information with respect to the loan servicing experience of Norwest
Mortgage is set forth under "Delinquency and Foreclosure Experience."
The Mortgage Loans serviced by Norwest Mortgage are serviced either from
Norwest Mortgage's servicing center located in Frederick, Maryland (the "Norwest
Frederick-Serviced Loans") or from one of several other regional servicing
centers (the "Norwest Non-Frederick-Serviced Loans"). As of the Cut-Off Date, it
is expected that 373 of the Mortgage Loans in the Trust Estate, representing
approximately 85.63% of the Cut-Off Date Aggregate Principal Balance of the
Mortgage Loans will be Norwest Frederick-Serviced Loans and 59 of the Mortgage
Loans in the Trust Estate, representing approximately 13.60% of the Cut-Off Date
Aggregate Principal Balance of the Mortgage Loans will be Norwest
Non-Frederick-Serviced Loans.
S-86
<PAGE>
SERVICER CUSTODIAL ACCOUNTS
Each Servicer is required to establish and maintain a custodial account for
principal and interest (each such account, a "Servicer Custodial Account"), into
which it will deposit all collections of principal (including principal
prepayments and Liquidation Proceeds in respect of principal, if any) on any
Mortgage Loan that such Servicer services, interest (net of Servicing Fees) on
any Mortgage Loan that such Servicer services, related insurance proceeds,
advances made from the Servicer's own funds and the proceeds of any purchase of
a related Mortgage Loan for breach of a representation or warranty or the sale
of a Mortgaged Property in connection with liquidation of the related Mortgage
Loan. All Servicer Custodial Accounts are required to be held in a depository
institution and invested in the manner specified in the related Underlying
Servicing Agreement. Funds in such accounts generally must be held separate and
apart from the assets of the Servicer and generally may not be commingled with
funds held by a Servicer with respect to mortgage loans other than the Mortgage
Loans.
Not later than the Remittance Date, the Servicers are obligated to remit to
the Certificate Account all amounts on deposit in the Servicer Custodial
Accounts as of the close of business on the business day preceding the
Remittance Date other than the following:
(a) amounts received as late payments of principal or interest
respecting which such Servicer previously has made one or more unreimbursed
Periodic Advances;
(b) any unreimbursed Periodic Advances of such Servicer with respect to
Liquidated Loans;
(c) those portions of each payment of interest on a particular Mortgage
Loan which represent the applicable Servicing Fee, as adjusted where
applicable in respect of Month End Interest as described under "Description
of the Certificates -- Interest";
(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) unless the applicable Underlying Servicing Agreement provides for
daily remittances of Unscheduled Principal Receipts, as described below
under "-- Anticipated Changes in Servicing," all Unscheduled Principal
Receipts received by such Servicer after the applicable Unscheduled
Principal Receipt Period with respect thereto specified in the applicable
Underlying Servicing Agreement, and all related payments of interest on such
amounts;
(f) all amounts representing certain expenses reimbursable to such
Servicer and any other amounts permitted to be retained by such Servicer or
withdrawn by such Servicer from the Servicer Custodial Account pursuant to
the applicable Underlying Servicing Agreement;
(g) all amounts in the nature of late fees, assumption fees, prepayment
fees and similar fees which such Servicer is entitled to retain as
additional servicing compensation; and
(h) reinvestment earnings on payments received in respect of the
Mortgage Loans or on other amounts on deposit in the related Servicer
Custodial Account.
UNSCHEDULED PRINCIPAL RECEIPTS
The Pooling and Servicing Agreement specifies, as to each type of
Unscheduled Principal Receipt, a period (as to each type of Unscheduled
Principal Receipt, the "Unscheduled Principal Receipt Period") during which all
Unscheduled Principal Receipts of such type received by the Servicer will be
distributed to Certificateholders on the related Distribution Date. Each
Unscheduled Principal Receipt Period will either be (i) the one month period
ending on the last day of the calendar month preceding the month in which the
applicable Remittance Date occurs (such period a "Prior Month Receipt Period")
or (ii) the one month period ending on the day preceding the Determination Date
preceding the applicable Remittance Date (such period a "Mid-Month Receipt
Period").
With respect to the Norwest Frederick-Serviced Loans, the Unscheduled
Principal Receipt Period with respect to all types of Unscheduled Principal
Receipts is a Mid-Month Receipt Period. With
S-87
<PAGE>
respect to the Norwest Non-Frederick-Serviced Loans and Mortgage Loans serviced
by Other Servicers, the Unscheduled Principal Receipt Period with respect to all
types of Unscheduled Principal Receipts is a Prior Month Receipt Period.
ANTICIPATED CHANGES IN SERVICING
CHANGES IN TIMING OF REMITTANCES OF UNSCHEDULED PRINCIPAL RECEIPTS IN FULL
AND ELIMINATION OF MONTH END INTEREST. The Pooling and Servicing Agreement will
provide that the Master Servicer may (but is not required), from time to time
and without the consent of any Certificateholder or the Trustee, require Norwest
Mortgage as Servicer under the related Underlying Servicing Agreement to, or
enter into an amendment to any applicable Underlying Servicing Agreement to
require any Other Servicer to, remit Unscheduled Principal Receipts in full to
the Master Servicer for deposit into the Certificate Account daily on a
specified business day following receipt thereof which will generally result in
a deposit earlier than on the following Remittance Date. In conjunction with any
such change, the applicable Servicer would be relieved of its obligation to
remit Month End Interest and certain other conforming changes may be made. Such
changes would have an effect on the amount of Compensating Interest as described
herein under the heading "Description of the Certificates -- Interest." Further,
the Pooling and Servicing Agreement will provide that the Master Servicer may
(but is not required to), without the consent of any Certificateholder or the
Trustee, require Norwest Mortgage or any successor thereto under the applicable
Underlying Servicing Agreement to make remittances to the Certificate Account
(other than any remittances which are required to be made daily) on the 18th day
of each month, or if such 18th day is not a business day, on the preceding
business day. No assurance can be given as to the timing of any such changes or
that any such changes will occur.
CHANGES IN UNSCHEDULED PRINCIPAL RECEIPT PERIOD. The Pooling and Servicing
Agreement will provide that the Master Servicer may (but is not required to),
from time to time and without the consent of any Certificateholder or the
Trustee, (i) direct Norwest Mortgage as Servicer under the related Underlying
Servicing Agreement to change the Unscheduled Principal Receipt Period
applicable to any type of Unscheduled Principal Receipt within the parameters
described in (i), (ii) and (iii) below or (ii) with respect to any Other
Servicer, enter into an amendment to any applicable Underlying Servicing
Agreement for the purpose of changing the Unscheduled Principal Receipt Period
applicable to any type of Unscheduled Principal Receipt within the parameters
described in (iv) below and making any necessary conforming changes incident
thereto. In connection therewith, (i) the Unscheduled Principal Receipt Period
for the Norwest Non-Frederick-Serviced Loans may be changed (to achieve
consistency with the Norwest Frederick-Serviced Loans) to a Mid-Month Receipt
Period with respect to all types of Unscheduled Principal Receipts; (ii) the
Unscheduled Principal Receipt Period for the Norwest Non-Frederick-Serviced
Loans may be changed to achieve an Unscheduled Principal Receipt Period regime
(the "Target Regime") under which the Unscheduled Principal Receipt Period with
respect to partial Unscheduled Principal Receipts would be a Prior Month Receipt
Period and the Unscheduled Principal Receipt Period with respect to Unscheduled
Principal Receipts in full would be a Mid-Month Receipt Period; (iii) the
Unscheduled Principal Receipt Period for the Norwest Frederick-Serviced Loans
may be changed to the Target Regime; and (iv) the Unscheduled Principal Receipt
Periods for the Mortgage Loans serviced by Other Servicers may be changed to the
Target Regime.
Because Unscheduled Principal Receipts will result in interest shortfalls to
the extent that they are not distributed to Certificateholders in the month in
which they are received by the applicable Servicer, changing the applicable
Unscheduled Principal Receipt Period from a Mid-Month Receipt Period to a Prior
Month Receipt Period may have the effect of increasing the amount of interest
shortfalls with respect to the applicable type of Unscheduled Principal Receipt.
Conversely, changing the applicable Unscheduled Principal Receipt Period from a
Prior Month Receipt Period to a Mid-Month Receipt Period may decrease the amount
of interest shortfalls with respect to the applicable
S-88
<PAGE>
type of Unscheduled Principal Receipt. See "Description of the Certificates --
Interest." No assurance can be given as to the timing of any change to any
Unscheduled Principal Receipt Period or that any such changes will occur.
FIXED RETAINED YIELD; SERVICING COMPENSATION AND PAYMENT OF EXPENSES
A fixed percentage of the interest on each Mortgage Loan (the "Fixed
Retained Yield") with a per annum Mortgage Interest Rate greater than (i) the
sum of (a) 7.50%, (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 rate described in clause
(i), will not be included in the Trust Estate. There will be no Fixed Retained
Yield on any Mortgage Loan with a Mortgage Interest Rate equal to or less than
the rate described in clause (i). See "Servicing of the Mortgage Loans -- Fixed
Retained Yield, Servicing Compensation and Payment of Expenses" in the
Prospectus for further information regarding Fixed Retained Yield.
The primary compensation payable to each of the Servicers is the aggregate
of the Servicing Fees applicable to the related Mortgage Loans. The Servicing
Fee applicable to each Mortgage Loan is expressed as a fixed percentage (the
"Servicing Fee Rate") of the scheduled principal balance (as defined in the
Underlying Servicing Agreements) of such Mortgage Loan as of the first day of
each month. The Servicing Fee Rate for each Mortgage Loan will be a fixed
percentage rate per annum. The Servicing Fee Rate for each Mortgage Loan is
0.25% per annum. In addition to the Servicing Fees, late payment fees, loan
assumption fees and prepayment fees with respect to the Mortgage Loans, and any
interest or other income earned on collections with respect to the Mortgage
Loans pending remittance to the Certificate Account, will be paid to, or
retained by, the Servicers as additional servicing compensation.
The Master Servicer will pay all routine expenses, including fees of the
Trustee incurred in connection with its responsibilities under the Pooling and
Servicing Agreement, subject to certain rights of reimbursement as described in
the Prospectus. The servicing fees and other expenses of the Trust Estate will
be allocated to the holders of the Class A-R and Class A-LR Certificates,
respectively, who are individuals, estates or trusts (whether such Certificate
is held directly or through certain pass-through entities) as additional gross
income without a corresponding distribution of cash, and any such investor (or
its owners, in the case of a pass-through entity) may be limited in its ability
to deduct such expenses for regular tax purposes and may not be able to deduct
such expenses to any extent for alternative minimum tax purposes. Unless and
until applicable authority provides otherwise, the Seller intends to treat all
such expenses as incurred by the Lower-Tier REMIC and, therefore, as allocable
to the holder of the Class A-LR Certificate. See "Certain Federal Income Tax
Consequences -- Federal Income Tax Consequences for REMIC
Certificates -- Limitations on Deduction of Certain Expenses" in the Prospectus.
SERVICER DEFAULTS
The Trustee will have the right pursuant to the Underlying Servicing
Agreements to terminate a Servicer in certain events, including the breach by
such Servicer of any of its material obligations under its Underlying Servicing
Agreement. In the event of such termination, (i) the Trustee may enter into a
substitute Underlying Servicing Agreement with the Master Servicer or, at the
Master Servicer's nomination, another servicing institution acceptable to the
Trustee and each Rating Agency; and (ii) the Master Servicer shall assume
certain of the Servicer's servicing obligations under such Underlying Servicing
Agreement, including the obligation to make Periodic Advances (limited as
provided herein under the heading "Pooling and Servicing Agreement -- Periodic
Advances"), until such time as a successor servicer is appointed. Any successor
Servicer, including the Master Servicer or the Trustee, will be entitled to
compensation arrangements similar to those provided to the Servicer. See
"Servicing of the Mortgage Loans -- Fixed Retained Yield, Servicing Compensation
and Payment of Expenses" in the Prospectus.
S-89
<PAGE>
FEDERAL INCOME TAX CONSIDERATIONS
The following discussion represents the opinion of Cadwalader, Wickersham &
Taft as to the anticipated material federal income tax consequences of the
purchase, ownership and disposition of the Offered Certificates.
The Trust Estate will consist of two segregated asset groupings, each of
which will qualify as a REMIC for federal income tax purposes. One REMIC (the
"Lower-Tier REMIC") will issue certain uncertificated interests (each, a
"Lower-Tier REMIC Regular Interest"), each of which will be designated as a
regular interest in the Lower-Tier REMIC, and the Class A-LR Certificate, which
will be designated as the residual interest in the Lower-Tier REMIC. The assets
of the Lower-Tier REMIC will include the Mortgage Loans, together with the
amounts held by the Master Servicer in a separate account in which collections
on the Mortgage Loans will be deposited (the "Certificate Account"), the hazard
insurance policies and primary mortgage insurance policies, if any, relating to
the Mortgage Loans and any property that secured a Mortgage Loan that is
acquired by foreclosure or deed in lieu of foreclosure.
The second REMIC (the "Upper-Tier REMIC") will issue all Subclasses of the
Class A Certificates (other than the Class A-LR Certificate), the Class M
Certificates and all Subclasses of the Class B Certificates. The Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-PO
Certificates, the Class M Certificates and the Class B-1 and Class B-2
Certificates (collectively, the "Regular Certificates"), together with the Class
B-3, Class B-4, and Class B-5 Certificates, will be designated as regular
interests in the Upper-Tier REMIC, and the Class A-R Certificate will be
designated as the residual interest in the Upper-Tier REMIC. The regular
interests and the residual interest in the Upper-Tier REMIC are referred to
herein collectively as the "Upper-Tier Certificates." The Class A-R and Class
A-LR Certificates are "Residual Certificates" for purposes of the Prospectus.
The assets of the Upper-Tier REMIC will include the uncertificated Lower-Tier
REMIC Regular Interests and a separate account in which distributions on the
uncertificated Lower-Tier REMIC Regular Interests will be deposited. The
aggregate amount distributed to the holders of the Upper-Tier Certificates,
payable from such separate account, will be equal to the aggregate distributions
in respect of the Mortgage Loans on the uncertificated Lower-Tier REMIC Regular
Interests.
The Offered Certificates will be treated as "loans ... secured by an
interest in real property which is ... residential real property" for domestic
building and loan associations, and "real estate assets" for real estate
investment trusts, to the extent described in the Prospectus.
REGULAR CERTIFICATES
The Regular Certificates generally will be treated as newly originated debt
instruments for federal income tax purposes. Beneficial Owners (or, in the case
of Definitive Certificates, holders) of the Regular Certificates will be
required to report income on such Certificates in accordance with the accrual
method of accounting.
The Class A-PO Certificates will be issued with original issue discount in
an amount equal to the excess of the initial principal balances thereof over
their respective issue prices. It is anticipated that the Class A-4 and Class
B-2 Certificates will be issued with original issue discount in an amount equal
to the excess of their initial principal balances (plus one day of interest at
the Pass-Through Rates thereon) over their respective issue prices (including
accrued interest). It is also anticipated that the Class A-1 Certificates will
be issued at a premium and that the Class A-2, Class A-3, Class A-7, Class M and
Class B-1 Certificates will be issued with DE MINIMIS original issue discount
for federal income tax purposes. It is further anticipated that the Class A-5
Certificates will not be issued with original issue discount for federal income
tax purposes. Finally, it is anticipated that the Class B-3, Class B-4 and Class
B-5 Certificates, which are not offered hereby, will be issued with original
issue discount for federal income tax purposes.
S-90
<PAGE>
Although unclear for federal income tax purposes, it is anticipated that the
Class A-6 Certificates will be considered to be issued with original issue
discount in an amount equal to the excess of all distributions of interest
expected to be received thereon over their issue price (including accrued
interest). Any "negative" amounts of original issue discount on the Class A-6
Certificates attributable to rapid prepayments with respect to the Mortgage
Loans will not be deductible currently, but may be offset against future
positive accruals of original issue discount, if any. Finally, a holder of a
Class A-6 Certificate may be entitled to a loss deduction to the extent it
becomes certain that such holder will not recover a portion of its basis in such
Certificate, assuming no further prepayments. In the alternative, it is possible
that rules similar to the "noncontingent bond method"of the contingent interest
rules in the OID Regulations, as amended on June 12, 1996, may be promulgated
with respect to the Class A-6 Certificates. See "Certain Federal Income Taxes --
Federal Income Tax -- Federal Income Tax Consequence For REMIC Certificates --
Taxation of Regular Certificates -- Original Issue Discount" in the Prospectus.
Under the noncontingent bond method, if the interest payable for any period is
greater or less than the amount projected, the amount of income included for
that period would be either increased or decreased accordingly. Any net
reduction in the income accrual for the taxable year below zero (a "Negative
Adjustment") would be treated by a Certificateholder as ordinary loss to the
extent of prior income accruals and would be carried forward to offset future
interest accruals. At maturity, any remaining Negative Adjustment would be
treated as a loss on retirement of the Certificate. The legislative history of
relevant Code provisions indicates, however, that negative amounts of original
issue discount on an instrument such as a REMIC regular interest may not give
rise to taxable losses in any accrual period prior to the instrument's
disposition or retirement. Thus, it is not clear whether any losses resulting
from a Negative Adjustment would be recognized currently or be carried forward
until disposition or retirement of the debt obligation.
The Prepayment Assumption (as defined in the Prospectus) that the Master
Servicer intends to use in determining the rate of accrual of original issue
discount and whether the original issue discount is considered DE MINIMIS will
be calculated using 350% of SPA. No representation is made as to the actual rate
at which the Mortgage Loans will prepay.
RESIDUAL CERTIFICATES
The holders of the Class A-R and Class A-LR Certificates must include the
taxable income or loss of the Upper-Tier REMIC and Lower-Tier REMIC,
respectively, in determining their federal taxable income. The Class A-R and
Class A-LR Certificates will remain outstanding for federal income tax purposes
until there are no Certificates of any other Class outstanding. PROSPECTIVE
INVESTORS ARE CAUTIONED THAT THE CLASS A-R AND CLASS A-LR CERTIFICATEHOLDERS'
REMIC TAXABLE INCOME AND THE TAX LIABILITY THEREON MAY EXCEED, AND MAY
SUBSTANTIALLY EXCEED, CASH DISTRIBUTIONS TO SUCH HOLDERS DURING CERTAIN PERIODS,
IN WHICH EVENT THE HOLDER THEREOF MUST HAVE SUFFICIENT ALTERNATIVE SOURCES OF
FUNDS TO PAY SUCH TAX LIABILITY. Furthermore, it is anticipated that all or a
substantial portion of the taxable income of the Upper-Tier REMIC and Lower-Tier
REMIC includible by the holders of the Class A-R and Class A-LR Certificates,
respectively, will be treated as "excess inclusion" income, resulting in (i) the
inability of such holders to use net operating losses to offset such income from
the respective REMIC, (ii) the treatment of such income as "unrelated business
taxable income" to certain holders who are otherwise tax-exempt, and (iii) the
treatment of such income as subject to 30% withholding tax to certain non-U.S.
investors, with no exemption or treaty reduction.
The Class A-R and Class A-LR Certificates will be considered "noneconomic
residual interests," with the result that transfers thereof would be disregarded
for federal income tax purposes if any significant purpose of the transferor was
to impede the assessment or collection of tax. Accordingly, the transferee
affidavit used for transfer of the Class A-R and Class A-LR Certificates will
require the transferee to affirm that it (i) historically has paid its debts as
they have come due and intends to do so in the future, (ii) understands that it
may incur tax liabilities with respect to the Class A-R or Class A-LR
Certificate in excess of cash flows generated thereby, (iii) intends to pay
taxes associated with holding the Class A-R or Class A-LR Certificate as such
taxes become due and (iv) will not transfer the Class A-R or Class A-LR
Certificate to any person or entity that does not provide a similar affidavit.
S-91
<PAGE>
The transferor must certify in writing to the Trustee that, as of the date of
the transfer, it had no knowledge or reason to know that the affirmations made
by the transferee pursuant to the preceding sentence were false. Additionally,
the Class A-R and Class A-LR Certificates generally may not be transferred to
certain persons who are not U.S. Persons (as defined herein). See "Description
of the Certificates -- Restrictions on Transfer of the Class A-R, Class A-LR,
Class M and Offered Class B Certificates" herein and "Certain Federal Income Tax
Consequences -- Federal Income Tax Consequences For REMIC Certificates," "--
Taxation of Residual Certificates -- Limitations on Offset or Exemption of REMIC
Income" and "-- Tax-Related Restrictions on Transfer of Residual Certificates --
Noneconomic Residual Interests" in the Prospectus.
An individual, trust or estate that holds the Class A-R or Class A-LR
Certificate (whether such Certificate is held directly or indirectly through
certain pass-through entities) also may have additional gross income with
respect to, but may be subject to limitations on the deductibility of, Servicing
Fees on the Mortgage Loans and other administrative expenses properly allocable
to the applicable REMIC in computing such holder's regular tax liability, and
may not be able to deduct such fees or expenses to any extent in computing such
holder's alternative minimum tax liability. In addition, some portion of a
purchaser's basis, if any, in the Class A-R or Class A-LR Certificate may not be
recovered until termination of the respective REMIC. Furthermore, the federal
income tax consequences of any consideration paid to a transferee on a transfer
of the Class A-R or Class A-LR Certificate are unclear. The preamble to the
REMIC Regulations indicates that the Internal Revenue Service anticipates
providing guidance with respect to the federal tax treatment of such
consideration. Any transferee receiving consideration with respect to the Class
A-R and Class A-LR Certificates should consult its tax advisors.
DUE TO THE SPECIAL TAX TREATMENT OF RESIDUAL INTERESTS, THE EFFECTIVE
AFTER-TAX RETURN OF THE CLASS A-R AND CLASS A-LR CERTIFICATES MAY BE
SIGNIFICANTLY LOWER THAN WOULD BE THE CASE IF THE CLASS A-R AND CLASS A-LR
CERTIFICATES WERE TAXED AS DEBT INSTRUMENTS, OR MAY BE NEGATIVE.
See "Certain Federal Income Tax Consequences" in the Prospectus.
ERISA CONSIDERATIONS
Neither the Class A-R nor Class A-LR Certificate may be purchased by or
transferred to any person which is an employee benefit plan within the meaning
of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and which is subject to the fiduciary responsibility rules of
Sections 401-414 of ERISA or Code Section 4975 (an "ERISA Plan") or which is a
governmental plan, as defined in Section 3(32) of ERISA, subject to any federal,
state or local law ("Similar Law") which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (collectively, with an ERISA Plan,
a "Plan"), or any person utilizing the assets of such Plan. Accordingly, the
following discussion does not purport to discuss the considerations under ERISA,
Code Section 4975 or Similar Law with respect to the purchase, acquisition or
resale of the Class A-R or Class A-LR Certificate and for purposes of the
following discussion all references to the Offered Certificates are deemed to
exclude the Class A-R and Class A-LR Certificates.
In addition, under current law the purchase and holding of the Class M or
Offered Class B Certificates by or on behalf of a Plan may result in "prohibited
transactions" within the meaning of ERISA and Code Section 4975 or Similar Law.
Transfer of the Class M or Offered Class B Certificates will not be made unless
the transferee (i) executes a representation letter in form and substance
satisfactory to the Trustee stating that (a) it is not, and is not acting on
behalf of, any such Plan or using the assets of any such Plan to effect such
purchase or (b) if it is an insurance company, that the source of funds used to
purchase the Class M or Offered Class B Certificates 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
S-92
<PAGE>
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) provides an opinion of counsel in form and substance
satisfactory to the Trustee that the purchase or holding of the Class M or
Offered Class B Certificates by or on behalf of such Plan 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 and the Code or Similar Law and will
not subject the Seller, the Master Servicer or the Trustee to any obligation in
addition to those undertaken in the Pooling and Servicing Agreement. The Class M
and Offered Class B Certificates will contain a legend describing such
restrictions on transfer and the Pooling and Servicing Agreement will provide
that any attempted or purported transfer in violation of these transfer
restrictions will be null and void and will vest no rights in any purported
transferee. Accordingly, the following discussion does not purport to discuss
the considerations under ERISA, Code Section 4975 or Similar Law with respect to
the purchase, acquisition or resale of the Class M or Offered Class B
Certificates and for purposes of the following discussion all references to the
Offered Certificates are deemed to exclude the Class M and Offered Class B
Certificates.
As described in the Prospectus under "ERISA Considerations," ERISA and the
Code impose certain duties and restrictions on ERISA Plans and certain persons
who perform services for ERISA Plans. Comparable duties and restrictions may
exist under Similar Law on governmental plans and certain persons who perform
services for governmental plans. For example, unless exempted, investment by an
ERISA Plan in the Offered Certificates may constitute a prohibited transaction
under ERISA, the Code or Similar Law. There are certain exemptions issued by the
United States Department of Labor (the "DOL") that may be applicable to an
investment by an ERISA Plan in the Offered Certificates, including the
individual administrative exemption described below and Prohibited Transaction
Class Exemption 83-1 ("PTE 83-1"). For a further discussion of the individual
administrative exemption and PTE 83-1, including the necessary conditions to
their applicability, and other important factors to be considered by an ERISA
Plan contemplating investing in the Offered Certificates, see "ERISA
Considerations" in the Prospectus.
On October 17, 1989, the DOL issued to Salomon Brothers an individual
administrative exemption, Prohibited Transaction Exemption 89-89, 54 Fed. Reg.
42589 (the "Salomon Brothers Exemption") and, on December 5, 1990, the DOL
issued to DLJ an individual administrative exemption, Prohibited Transaction
Exemption 90-83, 55 Fed. Reg. 50250 (the "DLJ Exemption" and, together with the
Salomon Brothers Exemption, the "Exemptions," and each, an "Exemption"), from
certain of the prohibited transaction rules of ERISA with respect to the initial
purchase, the holding and the subsequent resale by an ERISA Plan of certificates
in pass-through trusts that meet the conditions and requirements of the
Exemptions. The applicable Exemption might apply to the acquisition, holding and
resale of the Offered Certificates by an ERISA Plan, provided that specified
conditions are met.
Among the conditions which would have to be satisfied for an Exemption to
apply to the acquisition by an ERISA Plan of the Offered Certificates is the
condition that the ERISA Plan investing in the Offered Certificates be an
"accredited investor" as defined in Rule 501(a)(1) of Regulation D of the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act").
Before purchasing an Offered Certificate, a fiduciary of an ERISA Plan
should make its own determination as to the availability of the exemptive relief
provided in the applicable Exemption or the availability of any other prohibited
transaction exemptions (including PTE 83-1), and whether the conditions of any
such exemption will be applicable to the Offered Certificates and a fiduciary of
a governmental plan should make its own determination as to the need for and
availability of any exemptive relief under Similar Law. Any fiduciary of an
ERISA Plan considering whether to purchase an Offered Certificate should also
carefully review with its own legal advisors the applicability of the fiduciary
duty and prohibited transaction provisions of ERISA, the Code and Similar Law to
such investment. See "ERISA Considerations" in the Prospectus.
S-93
<PAGE>
LEGAL INVESTMENT
The Class A and Class M Certificates constitute "mortgage related
securities" for purposes of the Secondary Mortgage Market Enhancement Act of
1984 (the "Enhancement Act") so long as they are rated in one of the two highest
rating categories by at least one nationally recognized statistical rating
organization. As such, the Class A and Class M Certificates are legal
investments for certain entities to the extent provided in the Enhancement Act.
However, institutions subject to the jurisdiction of the Office of the
Comptroller of the Currency, the Board of Governors of the Federal Reserve
System, the Federal Deposit Insurance Corporation, the Office of Thrift
Supervision, the National Credit Union Administration or state banking or
insurance authorities should review applicable rules, supervisory policies and
guidelines of these agencies before purchasing any of the Class A and Class M
Certificates, as certain Subclasses of the Class A Certificates or the Class M
Certificates may be deemed to be unsuitable investments under one or more of
these rules, policies and guidelines and whether certain restrictions may apply
to investments in other Subclasses of the Class A Certificates or the Class M
Certificates. It should also be noted that certain states recently have enacted,
or have proposed enacting, legislation limiting to varying extents the ability
of certain entities (in particular insurance companies) to invest in mortgage
related securities. Investors should consult with their own legal advisors in
determining whether and to what extent Class A and Class M Certificates
constitute legal investments for such investors. See "Legal Investment" in the
Prospectus.
The Class B-1 and Class B-2 Certificates will not constitute "mortgage
related securities" under the Enhancement Act. The appropriate characterization
of the Class B-1 and Class B-2 Certificates under various legal investment
restrictions, and thus the ability of investors subject to these restrictions to
purchase the Class B-1 and Class B-2 Certificates, may be subject to significant
interpretative uncertainties. All investors whose investment authority is
subject to legal restrictions should consult their own legal advisors to
determine whether, and to what extent, the Class B-1 and Class B-2 Certificates
will constitute legal investments for them. See "Legal Investment" in the
Prospectus.
SECONDARY MARKET
There will not be any market for the Offered Certificates prior to the
issuance thereof. Each Underwriter intends to act as a market maker in the
Offered Certificates purchased by such Underwriter subject to applicable
provisions of federal and state securities laws and other regulatory
requirements, but is under no obligation to do so. There can be no assurance
that a secondary market in the Offered Certificates will develop or, if such a
market does develop, that it will provide holders of Offered Certificates with
liquidity of investment at any particular time or for the life of the Offered
Certificates. As a source of information concerning the Certificates and the
Mortgage Loans, prospective investors in Certificates may obtain copies of the
reports included in monthly statements to Certificateholders described under
"Description of Certificates -- Reports" upon written request to the Trustee at
the Corporate Trust Office.
UNDERWRITING
Subject to the terms and conditions of the underwriting agreement dated July
12, 1996 and the terms agreement dated October 10, 1996 (together, the "Salomon
Brothers Underwriting Agreement") among Norwest Mortgage, the Seller and Salomon
Brothers Inc ("Salomon Brothers"), as underwriter, and the underwriting
agreement dated July 12, 1996 and the terms agreement dated November 8, 1996
(together, the "DLJ Underwriting Agreement") among the Norwest Mortgage, the
Seller and Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), as
underwriter, the Class A Certificates (other than the Class A-PO Certificates),
the Class M Certificates and the Offered Class B Certificates are being
purchased from the Seller by Salomon Brothers and the Class A-PO Certificates
are being purchased from the Seller by DLJ, in each case upon issuance thereof.
Each of Salomon Brothers and DLJ is referred to herein as an "Underwriter," and
each of the Salomon Brothers Underwriting Agreement and the DLJ Underwriting
Agreement is referred to herein as an "Underwriting Agreement." Salomon Brothers
is commited to purchase all of the Class A Certificates (other
S-94
<PAGE>
than the Class A-PO Certificates), the Class M Certificates and the Offered
Class B Certificates if any such Certificates are purchased, and DLJ is
committed to purchase all of the Class A-PO Certificates if any such
Certificates are purchased. Each Underwriter has advised the Seller that it
proposes to offer the Offered Certificates purchased by such Underwriter, from
time to time, for sale in negotiated transactions or otherwise at prices
determined at the time of sale. Proceeds to the Seller from the sale of the
Offered Certificates are expected to be approximately 99.32% of the initial
aggregate principal balance of the Class A Certificates (other than the Class
A-PO Certificates), approximately 66.00% of the aggregate initial principal
balance of the Class A-PO Certificates, approximately 98.49% of the aggregate
initial principal balance of the Class M Certificates, approximately 97.70% of
the aggregate initial principal balance of the Class B-1 Certificates and
approximately 94.80% of the aggregate initial principal balance of the Class B-2
Certificates plus, in each case, other than the case of the Class A-PO
Certificates, accrued interest thereon at the rate of 7.50% per annum from
November 1, 1996 to (but not including) November 26, 1996, before deducting
expenses payable by the Seller. Neither Underwriter is an affiliate of the
Seller. Salomon Brothers has advised the Seller that it has not allocated the
purchase price paid to the Seller for the Subclasses of Class A Certificates
among such Subclasses. Each Underwriter and any dealers that participate with
such Underwriter in the distribution of the Offered Certificates purchased by
such Underwriter may be deemed to be underwriters, and any discounts or
commissions received by them and any profit on the resale of Offered
Certificates by them may be deemed to be underwriting discounts or commissions,
under the Securities Act.
Each Underwriting Agreement provides that the Seller or Norwest Mortgage
will indemnify the applicable Underwriter against certain civil liabilities
under the Securities Act or contribute to payments which such Underwriter may be
required to make in respect thereof.
LEGAL MATTERS
The validity of the Offered Certificates and certain tax matters with
respect thereto will be passed upon for the Seller by Cadwalader, Wickersham &
Taft, New York, New York. Certain legal matters will be passed upon for the
Underwriters by Brown & Wood LLP, New York, New York.
USE OF PROCEEDS
The net proceeds to be received from the sale of the Offered Certificates
will be applied by the Seller to the purchase from Norwest Mortgage of the
Mortgage Loans underlying the Series 1996-8 Certificates.
RATINGS
It is a condition to the issuance of the Class A Certificates that each
Subclass will have been rated "Aaa" by Moody's and "AAA" by DCR. It is a
condition to the issuance of the Class M Certificates that they will have been
rated at least "Aa2" by Moody's and "AA" by DCR. It is a condition to the
issuance of the Class B-1 and Class B-2 Certificates that they will have been
rated "A2" and "Baa2," respectively, by Moody's. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time by the assigning rating agency. Each security rating
should be evaluated independently of any other security rating.
The ratings of Moody's on mortgage pass-through certificates address the
likelihood of the receipt by certificateholders of all distributions of
principal and interest to which such certificateholders are entitled. Moody's
rating opinions address the structural, legal and issuer aspects associated with
the certificates, including the nature of the underlying mortgage loans and the
credit quality of the credit support provider, if any. Moody's ratings on
pass-through certificates do not represent any assessment of the likelihood that
principal prepayments may differ from those originally anticipated and
consequently any adverse effect the timing of such prepayments could have on an
investor's anticipated yield.
S-95
<PAGE>
The ratings assigned by DCR to mortgage pass-through certificates address
the likelihood of the receipt by certificateholders of all distributions to
which they are entitled under the transaction structure. DCR's ratings reflect
its analysis of the riskiness of the mortgage loans and its analysis of the
structure of the transaction as set forth in the operative documents. DCR's
ratings do not address the effect on the certificates' yield attributable to
prepayments or recoveries on the underlying mortgage loans. In addition, the
ratings of the Class A-R and Class A-LR Certificates do not assess the
likelihood of return to an investor in the Class A-R or Class A-LR Certificate,
except to the extent of the Class A Subclass Principal Balance thereof and
interest thereon.
The ratings of Moody's and DCR do not address the possibility that holders
of the Class A-6 Certificates may not recover their initial investments.
The Seller has not requested a rating on the Offered Certificates of any
Subclass or Class by any rating agency other than Moody's and DCR, although data
with respect to the Mortgage Loans may have been provided to other rating
agencies solely for their informational purposes. There can be no assurance that
any rating assigned by any other rating agency to the Offered Certificates will
be as high as those assigned by Moody's and DCR.
S-96
<PAGE>
INDEX OF SIGNIFICANT
PROSPECTUS SUPPLEMENT DEFINITIONS
<TABLE>
<CAPTION>
TERM PAGE
- ------------------------------------------------ ---------
<S> <C>
30 Year RELO Mortgage Loans..................... S-80
Adjusted Pool Amount............................ S-37
Adjusted Pool Amount (PO Portion)............... S-38
Adjustment Amount............................... S-56
Aggregate Current Bankruptcy Losses............. S-57
Aggregate Current Fraud Losses.................. S-57
Aggregate Current Special Hazard Losses......... S-56
Available Master Servicing Compensation......... S-38
Bankruptcy Loss................................. S-44
Bankruptcy Loss Amount.......................... S-57
Beneficial Owner................................ S-31
Book-Entry Certificates......................... S-4
Bulk Purchase Underwritten Loans................ S-13
Cede............................................ S-31
Certificate Account............................. S-90
Certificateholder............................... S-4
Certificates.................................... S-6
Class A Certificates............................ Cover
Class A Non-PO Distribution Amount.............. S-34
Class A Non-PO Optimal Amount................... S-40
Class A Non-PO Optimal Principal Amount......... S-42
Class A Non-PO Principal Balance................ S-37
Class A Non-PO Principal Distribution Amount.... S-42
Class A Optimal Amount.......................... S-40
Class A Percentage.............................. S-18
Class A Prepayment Percentage................... S-18
Class A Principal Balance....................... S-37
Class A Subclass Interest Accrual Amount........ S-35
Class A Subclass Interest Shortfall Amount...... S-40
Class A Subclass Principal Balance.............. S-36
Class A Voting Interest......................... S-84
Class A-7 Percentage............................ S-50
Class A-7 Prepayment Shift Percentage........... S-51
Class A-7 Priority Amount....................... S-50
Class A-6 Notional Amount....................... S-36
Class A-PO Deferred Amount...................... S-46
Class A-PO Distribution Amount.................. S-45
Class A-PO Optimal Principal Amount............. S-45
Class B Certificates............................ Cover
Class B Principal Balance....................... S-37
Class B Subclass Distribution Amount............ S-35
Class B Subclass Interest Accrual Amount........ S-36
Class B Subclass Interest Shortfall Amount...... S-41
Class B Subclass Principal Balance.............. S-37
Class B Voting Interest......................... S-84
<CAPTION>
TERM PAGE
- ------------------------------------------------ ---------
<S> <C>
Class B-1 Principal Distribution Amount......... S-47
Class B-2 Principal Distribution Amount......... S-47
Class M Certificates............................ Cover
Class M Distribution Amount..................... S-34
Class M Interest Accrual Amount................. S-36
Class M Interest Shortfall Amount............... S-40
Class M Optimal Amount.......................... S-40
Class M Optimal Principal Amount................ S-46
Class M Percentage.............................. S-48
Class M Prepayment Percentage................... S-48
Class M Principal Balance....................... S-37
Class M Principal Distribution Amount........... S-46
Closing Date.................................... S-12
Code............................................ S-28
Compensating Interest........................... S-16
Co-op Shares.................................... S-59
Cooperatives.................................... S-59
Cross-Over Date................................. S-55
Current Class B-1 Fractional Interest........... S-49
Current Class B-2 Fractional Interest........... S-49
Current Class B-3 Fractional Interest........... S-49
Current Class B-4 Fractional Interest........... S-50
Current Class M Fractional Interest............. S-49
Curtailment Interest Shortfalls................. S-37
Cut-Off Date Aggregate Principal Balance........ S-59
DCR............................................. S-7
Debt Service Reduction.......................... S-44
Deficient Valuation............................. S-44
Definitive Certificates......................... S-10
Determination Date.............................. S-32
Discount Mortgage Loans......................... S-3
Disqualified Organization....................... S-4
Distribution Date............................... S-2
DLJ............................................. Cover
DLJ Exemption................................... S-93
DLJ Underwriting Agreement...................... S-94
DOL............................................. S-93
DTC............................................. S-10
Enhancement Act................................. S-29
ERISA........................................... S-28
ERISA Plan...................................... S-92
Excess Bankruptcy Loss.......................... S-57
Excess Bankruptcy Losses........................ S-57
Excess Fraud Loss............................... S-57
Excess Fraud Losses............................. S-57
Excess Special Hazard Loss...................... S-56
Excess Special Hazard Losses.................... S-56
Exemption....................................... S-93
Fixed 30-Year NMI Non-Frederick Portfolio
Loans.......................................... S-66
Fixed NMI Frederick Portfolio Loans............. S-66
Fixed Retained Yield............................ S-89
</TABLE>
S-97
<PAGE>
<TABLE>
<CAPTION>
TERM PAGE
- ------------------------------------------------ ---------
<S> <C>
Flood Counties.................................. S-62
Fraud Loss...................................... S-44
Fraud Loss Amount............................... S-57
Hurricane....................................... S-61
Hurricane Counties.............................. S-61
Jumbo Loans..................................... S-66
LIBOR........................................... Cover
LIBOR Based Interest Accrual Period............. S-6
Liquidated Loan................................. S-43
Liquidated Loan Loss............................ S-43
Loss Severity Percentage........................ S-81
Lower-Tier REMIC................................ S-4
Lower-Tier REMIC Regular Interest............... S-90
Master Servicer................................. S-2
Master Servicing Fee............................ S-85
Master Servicing Fee Rate....................... S-85
Mid-Month Receipt Period........................ S-87
Month End Interest.............................. S-38
Moody's......................................... S-7
Mortgage Loans.................................. S-2
Mortgaged Properties............................ S-59
Mortgages....................................... S-59
NASCOR.......................................... Cover
Negative Adjustment............................. S-91
Net Foreclosure Profits......................... S-51
Net Mortgage Interest Rate...................... S-38
Net Partial Liquidation Proceeds................ S-33
NMI Frederick Portfolio Loans................... S-66
NMI Non-Frederick Portfolio Loans............... S-66
Non-PO Fraction................................. S-18
Non-PO Voting Interest.......................... S-84
Non-Sponsored Relocation Loans.................. S-59
Non-Supported Interest Shortfalls............... S-17
Northeast Floods................................ S-62
Norwest Bank.................................... S-2
Norwest Correspondent........................... S-61
Norwest Frederick-Serviced Loans................ S-86
Norwest Mortgage................................ S-2
Norwest Mortgage Correspondent.................. S-2
Norwest Non-Frederick-Serviced Loans............ S-86
Offered Certificates............................ Cover
Offered Class B Certificates.................... Cover
Original Subordinated Principal Balance......... S-45
Original Class B-1 Fractional Interest.......... S-49
Original Class B-2 Fractional Interest.......... S-49
Original Class B-3 Fractional Interest.......... S-49
Original Class B-4 Fractional Interest.......... S-50
Original Class M Fractional Interest............ S-49
Other Servicers................................. S-86
Partial Liquidation Proceeds.................... S-33
Pass-Through Rate............................... S-15
Percentage Interest............................. S-35
Periodic Advance................................ S-52
PHMC............................................ S-2
PHMC Acquisition................................ S-12
PHMC Correspondent.............................. S-6
PHMSC Pool...................................... S-80
<CAPTION>
TERM PAGE
- ------------------------------------------------ ---------
<S> <C>
Plan............................................ S-28
PO Fraction..................................... S-19
Pool Balance (Non-PO Portion)................... S-9
Pool Balance (PO Portion)....................... S-46
Pool Distribution Amount........................ S-32
Pool Distribution Amount Allocation............. S-33
Pooling and Servicing Agreement................. S-84
Premium Mortgage Loans.......................... S-61
Prepayments in Full............................. S-38
Prepayment Interest Shortfalls.................. S-38
Prior Month Receipt Period...................... S-87
Prospectus...................................... S-6
PTE 83-1........................................ S-93
PTE 95-60....................................... S-92
Rate Determination Date......................... S-35
Realized Loss................................... S-43
Record Date..................................... S-32
Reference Banks................................. S-41
Regular Certificates............................ S-90
Regular Interest Accrual Period................. S-15
REMIC........................................... S-4
Relocation Mortgage Loans....................... S-2
Remittance Date................................. S-33
REO Property.................................... S-86
Reserve Interest Rate........................... S-42
Residual Certificate............................ S-90
Reuters Screen LIBO Page........................ S-41
Salomon Brothers................................ Cover
Salomon Brothers Exemption...................... S-93
Salomon Brothers Underwriting Agreement......... S-94
Scheduled Principal Amount...................... S-50
Scheduled Principal Balance..................... S-43
SDA............................................. S-81
Securities Act.................................. S-93
Seller.......................................... S-2
Senior Certificates............................. S-7
Series 1996-8 Certificates...................... Cover
Servicer........................................ S-2
Servicers....................................... S-86
Servicer Custodial Account...................... S-87
Servicing Fee Rate.............................. S-89
Similar Law..................................... S-28
SPA............................................. S-74
Special Hazard Loss............................. S-44
Special Hazard Loss Amount...................... S-56
Sponsored Relocation Loans...................... S-59
Structuring Assumptions......................... S-74
Subclass........................................ Cover
Subclass B Optimal Amount....................... S-41
Subclass B Optimal Principal Amount............. S-47
Subclass B Percentage........................... S-48
Subclass B Prepayment Percentage................ S-48
Subordinated Certificates....................... Cover
Subordinated Percentage......................... S-45
Subordinated Prepayment Percentage.............. S-45
Subsidy Account................................. S-60
</TABLE>
S-98
<PAGE>
<TABLE>
<CAPTION>
TERM PAGE
- ------------------------------------------------ ---------
<S> <C>
Subsidy Loan.................................... S-60
Target Regime................................... S-88
Trust Estate.................................... S-2
Trustee......................................... S-7
U.S. Person..................................... S-4
Underlying Servicing Agreement.................. S-6
Underwriters.................................... Cover
Underwriting Agreement.......................... S-94
Underwriting Standards.......................... S-13
<CAPTION>
TERM PAGE
- ------------------------------------------------ ---------
<S> <C>
Unscheduled Principal Amount.................... S-51
Unscheduled Principal Receipt Period............ S-87
Unscheduled Principal Receipts.................. S-32
Upper-Tier Certificates......................... S-90
Upper-Tier REMIC................................ S-4
Wildfire Counties............................... S-62
Wildfires....................................... S-62
</TABLE>
S-99
<PAGE>
NORWEST ASSET SECURITIES CORPORATION
("NASCOR")
SELLER
MORTGAGE PASS-THROUGH CERTIFICATES
(ISSUABLE IN SERIES)
---------------------
Norwest Asset Securities Corporation (the "Seller" or "NASCOR") may sell
from time to time, under this Prospectus and applicable Prospectus Supplements,
Mortgage Pass-Through Certificates (the "Certificates"), issuable in series
(each, a "Series") consisting of one or more classes (each, a "Class") of
Certificates. Any Class of Certificates may be divided into two or more
subclasses (each, a "Subclass").
The Certificates of a Series will represent beneficial ownership interests
in a separate trust formed by the Seller. The property of each such trust (for
each Series, the "Trust Estate") will be comprised primarily of fixed or
adjustable interest rate, conventional, first mortgage loans (the "Mortgage
Loans"), secured by one- to four-family residential properties. The Mortgage
Loans will have been acquired by the Seller from its affiliate, Norwest
Mortgage, Inc. ("Norwest Mortgage"), and will have been underwritten either to
Norwest Mortgage's underwriting standards, to the underwriting standards of a
Pool Insurer (as defined herein) or to such other standards as are described in
the applicable Prospectus Supplement. All of the Mortgage Loans will be serviced
by Norwest Mortgage individually or together with one or more other servicers
(each, a "Servicer"). Norwest Bank Minnesota, National Association ("Norwest
Bank"), an affiliate of Norwest Mortgage, will act as master servicer with
respect to each Trust Estate (in such capacity, the "Master Servicer").
Each Series of Certificates may include one or more Classes of Certificates
(the "Subordinated Certificates") that are subordinate in right of distributions
or otherwise to one or more of the other Classes of such Series (the "Senior
Certificates"). If specified in the applicable Prospectus Supplement, the
relative interests of the Senior Certificates and the Subordinated Certificates
of a Series in the Trust Estate may be subject to adjustment from time to time
on the basis of distributions received in respect thereof and losses allocated
to the Subordinated Certificates. If and to the extent specified in the
Prospectus Supplement, credit support may be provided for any Series of
Certificates, or any Classes or Subclasses thereof, in the form of a limited
guarantee, financial guaranty insurance policy, surety bond, letter of credit,
mortgage pool insurance policy, reserve fund, cross-support or other form of
credit enhancement as described herein or therein.
Except for the Seller's limited obligations in connection with certain
breaches of its representations and warranties, certain undertakings and
obligations of the Master Servicer and Norwest Mortgage's obligations as
Servicer, the Certificates will not represent obligations of the Seller, the
Master Servicer or Norwest Mortgage, or any affiliate of the Seller, the Master
Servicer or Norwest Mortgage.
If specified in the applicable Prospectus Supplement, an election will be
made to treat the Trust Estate (or one or more segregated pools of assets
therein) underlying a Series of Certificates as a "real estate mortgage
investment conduit" (a "REMIC") for federal income tax purposes. See "Certain
Federal Income Tax Consequences."
There will have been no public market for the Certificates of any Series
prior to the offering thereof. No assurance can be given that such a market will
develop, or that if such a market does develop, it will provide
Certificateholders with liquidity of investment or will continue for the life of
the Certificates.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The Certificates may be sold from time to time through one or more different
methods, including through underwriting syndicates led by one or more managing
underwriters or through one or more underwriters acting alone. See "Plan of
Distribution." Affiliates of the Seller may from time to time act as agents or
underwriters in connection with the sale of the Certificates.
This Prospectus may not be used to consummate sales of Certificates unless
accompanied by the Prospectus Supplement relating to the offering of such
Certificates.
------------------------
THE DATE OF THIS PROSPECTUS IS NOVEMBER 18, 1996
<PAGE>
REPORTS
The Master Servicer will prepare, and the Trustee or other Paying Agent
appointed for each Series by the Master Servicer will forward to the
Certificateholders of each Series statements containing information with respect
to principal and interest payments and the related Trust Estate, as described
herein and in the applicable Prospectus Supplement for such Series. No
information contained in such reports will have been examined or reported upon
by an independent public accountant. See "The Pooling and Servicing Agreement --
Reports to Certificateholders." In addition, each Servicer for each Series will
furnish to the Master Servicer (who will be required to furnish promptly to the
Trustee for such Series), a statement from a firm of independent public
accountants with respect to the examination of certain documents and records
relating to a random sample of mortgage loans serviced by such Servicer pursuant
to the related Underlying Servicing Agreement and/or other similar agreements.
See "Servicing of the Mortgage Loans -- Evidence as to Compliance." Copies of
the statements provided by the Master Servicer to the Trustee will be furnished
to Certificateholders of each Series upon request addressed to the Trustee for
the applicable Series or to the Master Servicer c/o Norwest Bank Minnesota,
National Association, 11000 Broken Land Parkway, Columbia, Maryland 21044-3562,
Attention: Securities Administration Services Manager.
ADDITIONAL INFORMATION
This Prospectus contains, and the Prospectus Supplement for each Series of
Certificates will contain, a summary of the material terms of the documents
referred to herein and therein, but neither contains nor will contain all of the
information set forth in the Registration Statement of which this Prospectus is
a part. For further information, reference is made to such Registration
Statement and the exhibits thereto which the Seller has filed with the
Securities and Exchange Commission (the "Commission"), Washington, D.C., under
the Securities Act of 1933, as amended (the "Securities Act"). Statements
contained in this Prospectus and any Prospectus Supplement as to the contents of
any contract or other document referred to are summaries and, in each instance,
reference is made to the copy of the contract or other document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. Copies of the Registration Statement may be
obtained from the Public Reference Section of the Commission, Washington, D.C.
20549 upon payment of the prescribed charges, or may be examined free of charge
at the Commission's offices, 450 Fifth Street N.W., Washington, D.C. 20549 or at
the regional offices of the Commission located at Room 1400, 75 Park Place, New
York, New York 10007 and 14th Floor, 500 West Madison Street, Chicago, Illinois
60661. The Commission also maintains a site on the World Wide Web at "http://
www.sec.gov" at which users can view and download copies of reports, proxy and
information statements and other information filed electronically through the
Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system. The Seller
has filed the Registration Statement, including all exhibits thereto, through
the EDGAR system and therefore such materials should be available by logging
onto the Commission's Web site. The Commission maintains computer terminals
providing access to the EDGAR system at each of the offices referred to above.
Copies of any documents incorporated herein by reference will be provided to
each person to whom a Prospectus is delivered upon written or oral request
directed to Norwest Asset Securities Corporation, 5325 Spectrum Drive,
Frederick, Maryland 21701, telephone number (301) 846-8881.
ADDITIONAL DETAILED INFORMATION
The Seller intends to offer by subscription detailed mortgage loan
information in machine readable format updated on a monthly basis (the "Detailed
Information") with respect to each outstanding Series of Certificates. The
Detailed Information will reflect payments made on the individual mortgage
loans, including prepayments in full and in part made on such mortgage loans, as
well as the liquidation of any such mortgage loans, and will identify various
characteristics of the mortgage loans. Subscribers of the Detailed Information
are expected to include a number of major investment brokerage firms as well as
financial information service firms. Some of such firms, including certain
2
<PAGE>
investment brokerage firms as well as Bloomberg L.P. through the "The
Bloomberg-Registered Trademark-" service and Merrill Lynch Mortgage Capital Inc.
through the "CMO Passport -Registered Trademark-" service, may, in accordance
with their individual business practices and fee schedules, if any, make
portions of, or summaries of portions of, the Detailed Information available to
their customers and subscribers. The Seller, the Master Servicer and their
respective affiliates have no control over and take no responsibility for the
actions of such firms in processing, analyzing or disseminating such
information. For further information regarding the Detailed Information and
subscriptions thereto, please contact Norwest Asset Securities Corporation, 5325
Spectrum Drive, Frederick, Maryland 21701, telephone number (301) 846-8881.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are incorporated herein by reference all documents and reports filed
or caused to be filed by NASCOR with respect to a Trust Estate pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of an offering of Certificates evidencing interests therein. Upon request, the
Master Servicer will provide or cause to be provided without charge to each
person to whom this Prospectus is delivered in connection with the offering of
one or more Classes of Certificates a list identifying all filings with respect
to a Trust Estate pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act since NASCOR's latest fiscal year covered by its annual report on Form 10-K
and a copy of any or all documents or reports incorporated herein by reference,
in each case to the extent such documents or reports relate to one or more of
such Classes of such Certificates, other than the exhibits to such documents
(unless such exhibits are specifically incorporated by reference in such
documents). Requests to the Master Servicer should be directed to: Norwest Asset
Securities Corporation, 5325 Spectrum Drive, Frederick, Maryland 21701,
telephone number (301) 846-8881.
3
<PAGE>
TABLE OF CONTENTS
PROSPECTUS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Reports.................................................................................................... 2
Additional Information..................................................................................... 2
Additional Detailed Information............................................................................ 2
Incorporation of Certain Information by Reference.......................................................... 3
Summary of Prospectus...................................................................................... 8
Title of Securities...................................................................................... 8
Seller................................................................................................... 8
Servicers................................................................................................ 8
Master Servicer.......................................................................................... 8
The Trust Estates........................................................................................ 8
Description of the Certificates.......................................................................... 9
Distributions on the Certificates........................................................................ 9
Cut-Off Date............................................................................................. 9
Distribution Dates....................................................................................... 9
Record Dates............................................................................................. 10
Credit Enhancement....................................................................................... 10
Periodic Advances........................................................................................ 10
Forms of Certificates.................................................................................... 11
Optional Purchase of Defaulted Mortgage Loans............................................................ 11
Optional Purchase of All Mortgage Loans.................................................................. 11
ERISA Limitations........................................................................................ 11
Tax Status............................................................................................... 12
Legal Investment......................................................................................... 12
Rating................................................................................................... 12
Risk Factors............................................................................................... 13
Limited Liquidity........................................................................................ 13
Limited Obligations...................................................................................... 13
Limitations, Reduction and Substitution of Credit Enhancement............................................ 13
Risks of the Mortgage Loans.............................................................................. 14
Yield and Prepayment Considerations...................................................................... 14
Book-Entry System for Certain Classes and Subclasses of Certificates..................................... 15
The Trust Estates.......................................................................................... 15
General.................................................................................................. 15
Mortgage Loans........................................................................................... 15
Fixed Rate Loans....................................................................................... 16
Adjustable Rate Loans.................................................................................. 17
Graduated Payment Loans................................................................................ 17
Subsidy Loans.......................................................................................... 17
Buy-Down Loans......................................................................................... 18
Balloon Loans.......................................................................................... 19
The Seller................................................................................................. 19
Norwest Mortgage........................................................................................... 19
Norwest Bank............................................................................................... 20
The Mortgage Loan Programs................................................................................. 20
Mortgage Loan Production Sources......................................................................... 20
Acquisition of Mortgage Loans from Correspondents........................................................ 21
Mortgage Loan Underwriting............................................................................... 21
Norwest Mortgage Underwriting.......................................................................... 21
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Pool Certification Underwriting........................................................................ 25
Representations and Warranties........................................................................... 27
Description of the Certificates............................................................................ 30
General.................................................................................................. 30
Definitive Form.......................................................................................... 31
Book-Entry Form.......................................................................................... 32
Distributions to Certificateholders...................................................................... 33
General................................................................................................ 33
Distributions of Interest.............................................................................. 35
Distributions of Principal............................................................................. 35
Other Credit Enhancement................................................................................. 37
Limited Guarantee...................................................................................... 37
Financial Guaranty Insurance Policy or Surety Bond..................................................... 37
Letter of Credit....................................................................................... 37
Pool Insurance Policies................................................................................ 38
Special Hazard Insurance Policies...................................................................... 38
Mortgagor Bankruptcy Bond.............................................................................. 38
Reserve Fund........................................................................................... 38
Cross Support.......................................................................................... 38
Prepayment and Yield Considerations........................................................................ 39
Pass-Through Rates....................................................................................... 39
Scheduled Delays in Distributions........................................................................ 39
Effect of Principal Prepayments.......................................................................... 39
Weighted Average Life of Certificates.................................................................... 40
Servicing of the Mortgage Loans............................................................................ 41
The Master Servicer...................................................................................... 41
The Servicers............................................................................................ 42
Payments on Mortgage Loans............................................................................... 43
Periodic Advances and Limitations Thereon................................................................ 46
Collection and Other Servicing Procedures................................................................ 47
Enforcement of Due-on-Sale Clauses; Realization Upon Defaulted Mortgage Loans............................ 47
Insurance Policies....................................................................................... 49
Fixed Retained Yield, Servicing Compensation and Payment of Expenses..................................... 50
Evidence as to Compliance................................................................................ 51
Certain Matters Regarding the Master Servicer.............................................................. 52
The Pooling and Servicing Agreement........................................................................ 53
Assignment of Mortgage Loans to the Trustee.............................................................. 53
Optional Purchases....................................................................................... 54
Reports to Certificateholders............................................................................ 55
List of Certificateholders............................................................................... 56
Events of Default........................................................................................ 56
Rights Upon Event of Default............................................................................. 56
Amendment................................................................................................ 57
Termination; Optional Purchase of Mortgage Loans......................................................... 58
The Trustee.............................................................................................. 58
Certain Legal Aspects of the Mortgage Loans................................................................ 59
General.................................................................................................. 59
Foreclosure.............................................................................................. 59
Foreclosure on Shares of Cooperatives.................................................................... 60
Rights of Redemption..................................................................................... 61
Anti-Deficiency Legislation and Other Limitations on Lenders............................................. 61
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Soldiers' and Sailors' Civil Relief Act and Similar Laws................................................. 63
Environmental Considerations............................................................................. 63
"Due-on-Sale" Clauses.................................................................................... 65
Applicability of Usury Laws.............................................................................. 66
Enforceability of Certain Provisions..................................................................... 66
Certain Federal Income Tax Consequences.................................................................... 67
Federal Income Tax Consequences for REMIC Certificates................................................... 67
General.................................................................................................. 67
Status of REMIC Certificates............................................................................. 67
Qualification as a REMIC................................................................................. 68
Taxation of Regular Certificates......................................................................... 70
General................................................................................................ 70
Original Issue Discount................................................................................ 70
Acquisition Premium.................................................................................... 72
Variable Rate Regular Certificates..................................................................... 73
Market Discount........................................................................................ 74
Premium................................................................................................ 75
Election to Treat All Interest Under the Constant Yield Method......................................... 75
Treatment of Losses.................................................................................... 75
Sale or Exchange of Regular Certificates............................................................... 76
Taxation of Residual Certificates........................................................................ 77
Taxation of REMIC Income............................................................................... 77
Basis and Losses....................................................................................... 78
Treatment of Certain Items of REMIC Income and Expense................................................. 79
Original Issue Discount and Premium.................................................................... 79
Market Discount........................................................................................ 79
Premium................................................................................................ 79
Limitations on Offset or Exemption of REMIC Income..................................................... 79
Tax-Related Restrictions on Transfer of Residual Certificates.......................................... 80
Disqualified Organizations............................................................................. 80
Noneconomic Residual Interests......................................................................... 81
Foreign Investors...................................................................................... 82
Sale or Exchange of a Residual Certificate............................................................. 82
Mark to Market Regulations............................................................................. 83
Taxes That May Be Imposed on the REMIC Pool.............................................................. 83
Prohibited Transactions................................................................................ 83
Contributions to the REMIC Pool After the Startup Day.................................................. 84
Net Income from Foreclosure Property................................................................... 84
Liquidation of the REMIC Pool............................................................................ 84
Administrative Matters................................................................................... 84
Limitations on Deduction of Certain Expenses............................................................. 84
Taxation of Certain Foreign Investors.................................................................... 85
Regular Certificates................................................................................... 85
Residual Certificates.................................................................................. 85
Backup Withholding....................................................................................... 86
Reporting Requirements................................................................................... 86
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Federal Income Tax Consequences for Certificates as to Which No REMIC Election is Made................... 87
General................................................................................................ 87
Tax Status............................................................................................. 87
Premium and Discount................................................................................... 88
Premium................................................................................................ 88
Original Issue Discount................................................................................ 88
Market Discount........................................................................................ 89
Recharacterization of Servicing Fees................................................................... 89
Sale or Exchange of Certificates....................................................................... 89
Stripped Certificates.................................................................................... 90
General................................................................................................ 90
Status of Stripped Certificates........................................................................ 91
Taxation of Stripped Certificates...................................................................... 91
Original Issue Discount................................................................................ 91
Sale or Exchange of Stripped Certificates.............................................................. 92
Purchase of More Than One Class of Stripped Certificates............................................... 92
Possible Alternative Characterizations................................................................. 92
Reporting Requirements and Backup Withholding............................................................ 93
Taxation of Certain Foreign Investors.................................................................... 93
ERISA Considerations....................................................................................... 93
General.................................................................................................. 93
Certain Requirements Under ERISA......................................................................... 94
General................................................................................................ 94
Parties in Interest/Disqualified Persons............................................................... 94
Delegation of Fiduciary Duty........................................................................... 94
Administrative Exemptions................................................................................ 95
Individual Administrative Exemptions................................................................... 95
PTE 83-1............................................................................................... 96
Exempt Plans............................................................................................. 97
Unrelated Business Taxable Income -- Residual Certificates............................................... 97
Legal Investment........................................................................................... 97
Plan of Distribution....................................................................................... 99
Use of Proceeds............................................................................................ 100
Legal Matters.............................................................................................. 100
Rating..................................................................................................... 100
Index of Significant Definitions........................................................................... 101
</TABLE>
7
<PAGE>
SUMMARY OF PROSPECTUS
THE FOLLOWING IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS, AND BY REFERENCE TO THE
INFORMATION WITH RESPECT TO EACH SERIES OF CERTIFICATES CONTAINED IN THE
APPLICABLE PROSPECTUS SUPPLEMENT. CERTAIN CAPITALIZED TERMS USED AND NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN ELSEWHERE IN THIS
PROSPECTUS.
<TABLE>
<CAPTION>
Title of Securities............... Mortgage Pass-Through Certificates (Issuable in Series).
<S> <C>
Seller............................ Norwest Asset Securities Corporation (the "Seller"), a
direct, wholly-owned subsidiary of Norwest Mortgage,
Inc. ("Norwest Mortgage"), which is an indirect,
wholly-owned subsidiary of Norwest Corporation ("Norwest
Corporation"). See "The Seller."
Servicers......................... Norwest Mortgage and, to the extent specified in the
applicable Prospectus Supplement, one or more other
entities identified therein (each, a "Servicer") will
service the Mortgage Loans contained in each Trust
Estate. Each Servicer will perform certain servicing
functions with respect to the Mortgage Loans serviced by
it pursuant to a related Servicing Agreement (each, an
"Underlying Servicing Agreement"). See "Servicing of the
Mortgage Loans."
Master Servicer................... Norwest Bank Minnesota, National Association ("Norwest
Bank" and, in such capacity, the "Master Servicer").
Norwest Bank is a direct, wholly-owned subsidiary of
Norwest Corporation and an affiliate of the Seller. The
Master Servicer will perform certain administration,
calculation and reporting functions with respect to each
Trust Estate and will supervise the Servicers, in each
case, pursuant to a Pooling and Servicing Agreement. In
addition, the Master Servicer will generally be required
to make Periodic Advances (to the extent described
herein) with respect to the Mortgage Loans in each Trust
Estate to the extent that the related Servicer (other
than Norwest Mortgage) fails to make a required Periodic
Advance. See "Servicing of the Mortgage Loans -- The
Master Servicer" and "-- Periodic Advances and
Limitations Thereon."
The Trust Estates................. Each Trust Estate will be formed and each Series of
Certificates will be issued pursuant to a pooling and
servicing agreement (each, a "Pooling and Servicing
Agreement") among the Seller, the Master Servicer and
the Trustee specified in the applicable Prospectus
Supplement. Each Trust Estate will consist of the
related Mortgage Loans (other than the Fixed Retained
Yield (as defined herein), if any) and certain other
related property, as specified in the applicable
Prospectus Supplement. The Mortgage Loans will be
conventional, fixed or adjustable interest rate,
mortgage loans secured by first liens on one- to
four-family residential properties.
The Mortgage Loans will have been acquired by the Seller
from its affiliate Norwest Mortgage. The Mortgage Loans
will have been originated by Norwest Mortgage or an
affiliate or will have been acquired by Norwest Mortgage
directly or indirectly from other mortgage loan
originators. All of the Mortgage Loans will have been
underwritten either to Norwest
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
Mortgage's standards, to the extent specified in the
applicable Prospectus Supplement, to the standards of a
Pool Insurer or to standards otherwise specified in the
Prospectus Supplement. See "The Trust Estates" and "The
Mortgage Loan Programs -- Mortgage Loan Underwriting."
The particular characteristics or expected
characteristics of the Mortgage Loans and a description
of the other property, if any, included in a Trust
Estate will be set forth in the applicable Prospectus
Supplement.
Description of the Certificates... Each Series of Certificates will include one or more
Classes, any of which may consist of multiple
Subclasses. A Class or Subclass of Certificates will be
entitled, to the extent of funds available, to either
(i) principal and interest payments in respect of the
related Mortgage Loans, (ii) principal distributions,
with no interest distributions, (iii) interest
distributions, with no principal distributions or (iv)
such other distributions as are described in the
applicable Prospectus Supplement.
Distributions on the
Certificates...................... INTEREST. With respect to each Series of Certificates,
interest on the related Mortgage Loans at the weighted
average of the applicable Mortgage Interest Rates
thereof (net of servicing fees and certain other amounts
as described herein or in the applicable Prospectus
Supplement), will be passed through to holders of the
related Classes of Certificates in the aggregate, in
accordance with the particular terms of each such Class
of Certificates. See "Description of the Certificates --
Distributions to Certificateholders -- Distributions of
Interest" herein. Except as otherwise specified in the
applicable Prospectus Supplement, interest on each Class
and Subclass of Certificates of each Series will accrue
at the pass-through rate for each Class and Subclass
indicated in the applicable Prospectus Supplement (each,
a "Pass-Through Rate") on the outstanding principal
balance or notional amount thereof.
PRINCIPAL. With respect to a Series of Certificates,
principal payments (including prepayments) will be
passed through to holders of the related Certificates or
otherwise applied in accordance with the related Pooling
and Servicing Agreement on each Distribution Date.
Distributions in reduction of principal balance will be
allocated among the Classes and Subclasses of
Certificates of a Series in the manner specified in the
applicable Prospectus Supplement. See "Description of
the Certificates -- Distributions to Certificateholders
-- Distributions of Principal."
Cut-Off Date...................... The date specified in the applicable Prospectus
Supplement.
Distribution Dates................ Distributions on the Certificates will generally be made
on the 25th day (or, if such day is not a business day,
the business day following the 25th day) of each month,
commencing with the month following the month in which
the applicable Cut-Off Date occurs (each, a
"Distribution Date"). If so specified in the applicable
Prospectus Supplement, distributions on
</TABLE>
9
<PAGE>
<TABLE>
<S> <C>
Certificates may be made on a different day of each
month or may be made quarterly, or semi-annually, on the
dates specified in such Prospectus Supplement.
Record Dates...................... Distributions will be made on each Distribution Date to
Certificateholders of record at the close of business on
(unless a different date is specified in the applicable
Prospectus Supplement) the last business day of the
month preceding the month in which such Distribution
Date occurs (each, a "Record Date").
Credit Enhancement................ A Series of Certificates may include one or more Classes
of Senior Certificates and one or more Classes of
Subordinated Certificates. The rights of the holders of
Subordinated Certificates of a Series to receive
distributions with respect to the related Mortgage Loans
will be subordinated to such rights of the holders of
the Senior Certificates of the same Series to the extent
and in the manner specified in the applicable Prospec-
tus Supplement. This subordination is intended to
enhance the likelihood of the timely receipt by the
Senior Certificateholders of their proportionate share
of scheduled monthly principal and interest payments on
the related Mortgage Loans and to protect them against
losses. This protection will be effected by (i) the
preferential right of the Senior Certificateholders to
receive, prior to any distribution being made in respect
of the related Subordinated Certificates on each Dis-
tribution Date, current distributions on the related
Mortgage Loans of principal and interest due them on
each Distribution Date out of the funds available for
distributions on such date, (ii) by the right of such
holders to receive future distributions on the Mortgage
Loans that would otherwise have been payable to the
holders of Subordinated Certificates and/or (iii) by the
prior allocation to the Subordinated Certificate of all
or a portion of losses realized on the underlying
Mortgage Loans.
If so specified in the applicable Prospectus Supplement,
the Certificates of any Series, or any one or more
Classes thereof, may be entitled to the benefits of a
limited guarantee, financial guaranty insurance policy,
surety bond, letter of credit, mortgage pool insurance
policy, reserve fund, cross-support or other form of
credit enhancement as specified in the applicable
Prospectus Supplement. See "Description of the Certifi-
cates -- Other Credit Enhancement."
Periodic Advances................. In the event of delinquencies in payments on any
Mortgage Loan, the Servicer servicing such Mortgage Loan
will be obligated to make advances of cash ("Periodic
Advances") to the Servicer Custodial Account (as defined
herein) to the extent that such Servicer determines such
Periodic Advances would be recoverable from future
payments and collections on such Mortgage Loan. Any such
Periodic Advances will be reimbursable to such Servicer
as described herein and in the applicable Prospectus
Supplement. The Master Servicer or Trustee will,
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
in certain circumstances, be required to make Periodic
Advances upon a Servicer default. See "Servicing of the
Mortgage Loans -- Periodic Advances and Limitations
Thereon."
Forms of Certificates............. The Certificates will be issued either (i) in book-entry
form ("Book-Entry Certificates") through the facilities
of The Depository Trust Company ("DTC") or (ii) in fully
registered, certificated form ("Definitive
Certificates").
An investor in a Class or Subclass of Book-Entry
Certificates will not receive a physical certificate
representing its ownership interest in such Book-Entry
Certificates, except under extraordinary circumstances
which are discussed in "Description of the Certificates
-- Definitive Form" in this Prospectus. Instead, DTC
will effect payments and transfers by means of its
electronic recordkeeping services, acting through
certain participating organizations. This may result in
certain delays in receipt of distributions by an
investor and may restrict an investor's ability to
pledge its securities. The rights of investors in the
Book-Entry Certificates may generally only be exercised
through DTC and its participating organizations. See
"Description of the Certificates -- Book-Entry Form" in
this Prospectus.
Optional Purchase of Defaulted
Mortgage Loans.................... The Seller or the Master Servicer, may, subject to the
terms of the applicable Pooling and Servicing Agreement,
purchase any defaulted Mortgage Loan or any Mortgage
Loan as to which default is reasonably foreseeable from
the related Trust Estate. See "Pooling and Servicing
Agreement -- Optional Purchases."
Optional Purchase of All Mortgage
Loans............................. If so specified in the Prospectus Supplement with
respect to a Series, all, but not less than all, of the
Mortgage Loans in the related Trust Estate and any
property acquired in respect thereof at the time, may be
purchased by the Seller, Norwest Mortgage or such other
party as is specified in the applicable Prospectus
Supplement, in the manner and at the price specified in
such Prospectus Supplement. In the event that an
election is made to treat the related Trust Estate (or
one or more segregated pools of assets therein) as a
REMIC, any such purchase will be effected only pursuant
to a "qualified liquidation," as defined under Section
860F(a)(4)(A) of the Internal Revenue Code of 1986, as
amended (the "Code"). Exercise of the right of purchase
will effect the early retirement of the Certificates of
that Series. See "Prepayment and Yield Considerations."
ERISA Limitations................. A fiduciary of any employee benefit plan subject to the
fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended
("ERISA"), including the "prohibited transaction" rules
thereunder, and to the corresponding provisions of the
Code, should carefully review with its own legal
advisors whether the purchase or holding of
</TABLE>
11
<PAGE>
<TABLE>
<S> <C>
Certificates could give rise to a transaction prohibited
or otherwise impermissible under ERISA or the Code. See
"ERISA Considerations."
Tax Status........................ The treatment of the Certificates for federal income tax
purposes will be determined by whether a REMIC election
is made with respect to a Series of Certificates and, if
a REMIC election is made, by whether the Certificates
are Regular Interests or Residual Interests. See
"Certain Federal Income Tax Consequences."
Legal Investment.................. The applicable Prospectus Supplement will specify
whether the Class or Classes of Certificates offered
will constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement
Act of 1984. Investors whose investment authority is
subject to legal restrictions should consult their own
legal advisors to determine whether and to what extent
such Certificates constitute legal investments for them.
See "Legal Investment" herein and in the applicable
Prospectus Supplement.
Rating............................ It is a condition to the issuance of the Certificates of
any Series offered pursuant to this Prospectus and a
Prospectus Supplement that each Class or Subclass be
rated in one of the four highest rating categories by at
least one nationally recognized statistical rating
organization (a "Rating Agency"). A security rating is
not a recommendation to buy, sell or hold the
Certificates of any Series and is subject to revision or
withdrawal at any time by the assigning rating agency.
Further, such ratings do not address the effect of
prepayments on the yield anticipated by an investor.
</TABLE>
12
<PAGE>
RISK FACTORS
INVESTORS SHOULD CONSIDER, AMONG OTHER THINGS, THE FOLLOWING FACTORS IN
CONNECTION WITH THE PURCHASE OF CERTIFICATES.
LIMITED LIQUIDITY
There can be no assurance that a secondary market for the Certificates of
any Series will develop or, if it does develop, that it will provide
Certificateholders with liquidity of investment or that it will continue for the
life of the Certificates of any Series. The Prospectus Supplement for any Series
of Certificates may indicate that an underwriter specified therein intends to
establish a secondary market in such Certificates, however no underwriter will
be obligated to do so. Unless specified in the applicable Prospectus Supplement,
the Certificates will not be listed on any securities exchange.
LIMITED OBLIGATIONS
Except for any related insurance policies and any reserve fund or credit
enhancement described in the applicable Prospectus Supplement, Mortgage Loans
included in the related Trust Estate will be the sole source of payments on the
Certificates of a Series. The Certificates of any Series will not represent an
interest in or obligation of NASCOR, Norwest Mortgage, Norwest Bank, the Trustee
or any of their affiliates, except for NASCOR's limited obligations with respect
to certain breaches of its representations and warranties, Norwest Mortgage's
obligations as Servicer and Norwest Bank's obligations as Master Servicer.
Neither the Certificates of any Series nor the related Mortgage Loans will be
guaranteed or insured by any governmental agency or instrumentality, NASCOR,
Norwest Mortgage, Norwest Bank, the Trustee, any of their affiliates or any
other person. Consequently, in the event that payments on the Mortgage Loans are
insufficient or otherwise unavailable to make all payments required on the
Certificates, there will be no recourse to NASCOR, Norwest Mortgage, Norwest
Bank, the Trustee or, except as specified in the applicable Prospectus
Supplement, any other entity.
LIMITATIONS, REDUCTION AND SUBSTITUTION OF CREDIT ENHANCEMENT
With respect to each Series of Certificates, credit enhancement may be
provided in limited amounts to cover certain types of losses on the underlying
Mortgage Loans. Credit enhancement will be provided in one or more of the forms
referred to herein, including, but not limited to: subordination of other
Classes of Certificates of the same Series; a limited guarantee; a financial
guaranty insurance policy; a surety bond; a letter of credit; a pool insurance
policy; a special hazard insurance policy; a mortgagor bankruptcy bond; a
reserve fund; cross-support; and any combination thereof. See "Description of
the Certificates -- Other Credit Enhancement" herein. Regardless of the form of
credit enhancement provided, the amount of coverage will be limited in amount
and in most cases will be subject to periodic reduction in accordance with a
schedule or formula. Furthermore, such credit enhancements may provide only very
limited coverage as to certain types of losses, and may provide no coverage as
to certain other types of losses. All or a portion of the credit enhancement for
any Series of Certificates will generally be permitted to be reduced, terminated
or substituted for, in the sole discretion of the Master Servicer, if each
applicable Rating Agency indicates that the then current rating thereof will not
be adversely affected. In the event losses exceed the amount of coverage
provided by any credit enhancement or losses of a type not covered by any credit
enhancement occur, such losses will be borne by the holders of the related
Certificates (or certain Classes thereof). The rating of any Series of
Certificates by any applicable Rating Agency may be lowered following the
initial issuance thereof as a result of the downgrading of the obligations of
any applicable credit support provider, or as a result of losses on the related
Mortgage Loans in excess of the levels contemplated by such Rating Agency at the
time of its initial rating analysis. Neither NASCOR, Norwest Mortgage, Norwest
Bank, nor any of their affiliates will have any obligation to replace or
supplement any credit enhancement, or to take any other action to maintain any
rating of any Class of Certificates. See "Description of the Certificates --
Other Credit Enhancement."
13
<PAGE>
RISKS OF THE MORTGAGE LOANS
An investment in securities such as the Certificates, which generally
represent interests in pools of residential mortgage loans, may be affected by,
among other things, a decline in real estate values and changes in the
mortgagor's financial condition. No assurance can be given that the values of
the Mortgaged Properties (as defined herein) securing the Mortgage Loans
underlying any Series of Certificates have remained or will remain at their
levels on the dates of origination of the related Mortgage Loans. If the
residential real estate market should experience an overall decline in property
values such that the outstanding balances of the Mortgage Loans contained in a
particular Trust Estate, and any secondary financing on the Mortgaged
Properties, become equal to or greater than the value of the Mortgaged
Properties, the actual rates of delinquencies, foreclosures and losses could be
higher than those now generally experienced in the mortgage lending industry and
those experienced in Norwest Mortgage's or other Servicers' servicing
portfolios. In addition to risk factors related to the residential real estate
market generally, certain geographic regions of the United States from time to
time will experience weaker regional economic conditions and housing markets or
be directly or indirectly affected by natural disasters or civil disturbances
such as earthquakes, hurricanes, floods, eruptions or riots and, consequently,
will experience higher rates of loss and delinquency than on mortgage loans
generally. Although Mortgaged Properties located in certain identified flood
zones will be required to be covered, to the maximum extent available, by flood
insurance, as described under "Servicing of the Mortgage Loans -- Insurance
Policies," no Mortgaged Properties will otherwise be required to be insured
against earthquake damage of any other loss not covered by Standard Hazard
Insurance Policies, as described under "Servicing of the Mortgage Loans --
Insurance Policies." Adverse economic conditions generally, in particular
geographic areas or industries, or affecting particular segments of the
borrowing community (such as mortgagors relying on commission income and
self-employed mortgagors) and other factors which may or may not affect real
property values (including the purposes for which the Mortgage Loans were made
and the uses of the Mortgaged Properties) may affect the timely payment by
mortgagors of scheduled payments of principal and interest on the Mortgage Loans
and, accordingly, the actual rates of delinquencies, foreclosures and losses
with respect to any Trust Estate. The Mortgage Loans underlying certain Series
of Certificates may be concentrated in certain regions, and such concentration
may present risk considerations in addition to those generally present for
similar mortgage-backed securities without such concentration. See "The Mortgage
Loan Programs -- Mortgage Loan Underwriting" and "Prepayment and Yield
Considerations -- Weighted Average Life of Certificates" herein. To the extent
that such losses are not covered by the applicable credit enhancement, holders
of Certificates of the Series evidencing interests in the related Trust Estate
will bear all risk of loss resulting from default by mortgagors and will have to
look primarily to the value of the Mortgaged Properties for recovery of the
outstanding principal and unpaid interest on the defaulted Mortgage Loans. See
"The Trust Estates -- Mortgage Loans" and "The Mortgage Loan Programs --
Mortgage Loan Underwriting."
YIELD AND PREPAYMENT CONSIDERATIONS
The yield of the Certificates of each Series will depend in part on the rate
of principal payment on the Mortgage Loans (including prepayments, liquidations
due to defaults and mortgage loan repurchases). Such yield may be adversely
affected, depending upon whether a particular Certificate is purchased at a
premium or discount price, by a higher or lower than anticipated rate of
prepayments on the related Mortgage Loans. In particular, the yield on Classes
of Certificates entitling the holders thereof primarily or exclusively to
payments of interest or primarily or exclusively to payments of principal will
be extremely sensitive to the rate of prepayments on the related Mortgage Loans.
In addition, the yield on certain Classes of Certificates may be relatively more
sensitive to the rate of prepayment of specified Mortgage Loans than other
Classes of Certificates. In particular, prepayments are influenced by a number
of factors, including prevailing mortgage market interest rates, local and
national economic conditions and homeowner mobility. In addition, the yield to
investors may be adversely affected by interest shortfalls which may result from
the timing of the receipt of prepayments or liquidations to the extent that such
interest shortfalls are not covered by aggregate Servicing Fees or other
mechanisms specified in the applicable Prospectus Supplement. The yield to
14
<PAGE>
investors in Classes of Certificates will be adversely affected to the extent
that losses on the Mortgage Loans in the related Trust Estate are allocated to
such Classes and may be adversely affected to the extent of unadvanced
delinquencies on the Mortgage Loans in the related Trust Estate. Classes of
Certificates identified in the applicable Prospectus Supplement as Subordinated
Certificates are more likely to be affected by delinquencies and losses than
other Classes of Certificates. See "Prepayment and Yield Considerations."
BOOK-ENTRY SYSTEM FOR CERTAIN CLASSES AND SUBCLASSES OF CERTIFICATES
Since transactions in the Classes and Subclasses of Book-Entry Certificates
of any Series generally can be effected only through DTC, DTC Participants and
Indirect DTC Participants, the ability of a Beneficial Owner to pledge
Book-Entry Certificates to persons or entities that do not participate in the
DTC system, or to otherwise act with respect to such Book-Entry Certificates,
may be limited due to the lack of a physical certificate for such Book-Entry
Certificates. In addition, under a book-entry format, Beneficial Owners may
experience delays in their receipt of payments, since distributions will be made
by the Master Servicer, or a Paying Agent on behalf of the Master Servicer, to
Cede, as nominee for DTC. Also, issuance of the Book-Entry Certificates in
book-entry form may reduce the liquidity thereof in any secondary trading market
that may develop therefor because investors may be unwilling to purchase
securities for which they cannot obtain delivery of physical certificates. See
"Description of the Certificates -- Book-Entry Form" herein.
THE TRUST ESTATES
GENERAL
The Trust Estate for each Series of Certificates will consist primarily of
Mortgage Loans evidenced by promissory notes (the "Mortgage Notes") secured by
mortgages, deeds of trust or other instruments creating first liens (the
"Mortgages") on some or all of the following six types of property (as so
secured, the "Mortgaged Properties"), to the extent set forth in the applicable
Prospectus Supplement: (i) one- to four-family detached residences, (ii)
townhouses, (iii) condominium units, (iv) units within planned unit
developments, (v) long-term leases with respect to any of the foregoing, and
(vi) shares issued by private non-profit housing corporations ("cooperatives")
and the related proprietary leases or occupancy agreements granting exclusive
rights to occupy specified units in such cooperatives' buildings. In addition, a
Trust Estate will also include (i) amounts held from time to time
in the related Certificate Account, (ii) the Seller's interest in any primary
mortgage insurance, hazard insurance, title insurance or other insurance
policies relating to a Mortgage Loan, (iii) any property which initially secured
a Mortgage Loan and which has been acquired by foreclosure or trustee's sale or
deed in lieu of foreclosure or trustee's sale, (iv) if applicable, and to the
extent set forth in the applicable Prospectus Supplement, any reserve fund or
funds, (v) if applicable, and to the extent set forth in the applicable
Prospectus Supplement, contractual obligations of any person to make payments in
respect of any form of credit enhancement or any interest subsidy agreement and
(vi) such other assets as may be specified in the applicable Prospectus
Supplement. The Trust Estate will not include the portion of interest on the
Mortgage Loans which constitutes the Fixed Retained Yield, if any. See
"Servicing of the Mortgage Loans -- Fixed Retained Yield, Servicing Compensation
and Payment of Expenses."
MORTGAGE LOANS
The Mortgage Loans will have been acquired by the Seller from its affiliate,
Norwest Mortgage. The Mortgage Loans will have been originated by Norwest
Mortgage or will have been acquired by Norwest Mortgage from other affiliated or
unaffiliated mortgage loan originators. Each Mortgage Loan will have been
underwritten either to Norwest Mortgage's standards, to the extent specified in
the applicable Prospectus Supplement, to the standards of a Pool Insurer or to
such other standards set forth in the applicable Prospectus Supplement. See "The
Mortgage Loan Programs -- Mortgage Loan Production Sources" and " -- Mortgage
Loan Underwriting." The Prospectus Supplement for each Series will set forth the
respective number and principal amounts of Mortgage Loans
15
<PAGE>
(i) originated by Norwest Mortgage or its affiliate and (ii) purchased by
Norwest Mortgage or its affiliates from unaffiliated mortgage loan originators
through Norwest Mortgage's mortgage loan purchase programs.
Each of the Mortgage Loans will be secured by a Mortgage on a Mortgaged
Property located in any of the 50 states or the District of Columbia. Generally,
the land underlying a Mortgaged Property will consist of five acres or less but
may consist of greater acreage in Norwest Mortgage's discretion.
If specified in the applicable Prospectus Supplement, the Mortgage Loans may
be secured by leases on real property under circumstances that Norwest Mortgage
determines in its discretion are commonly acceptable to institutional mortgage
investors. A Mortgage Loan secured by a lease on real property is secured not by
a fee simple interest in the Mortgaged Property but rather by a lease under
which the mortgagor has the right, for a specified term, to use the related real
estate and the residential dwelling located thereon. Generally, a Mortgage Loan
will be secured by a lease only if the use of leasehold estates as security for
mortgage loans is customary in the area, the lease is not subject to any prior
lien that could result in termination of the lease and the term of the lease
ends at least five years beyond the maturity date of the related Mortgage Loan.
The provisions of each lease securing a Mortgage Loan will expressly permit (i)
mortgaging of the leasehold estate, (ii) assignment of the lease without the
lessor's consent and (iii) acquisition by the holder of the Mortgage, in its own
or its nominee's name, of the rights of the lessee upon foreclosure or
assignment in lieu of foreclosure, unless alternative arrangements provide the
holder of the Mortgage with substantially similar protections. No lease will
contain provisions which (i) provide for termination upon the lessee's default
without the holder of the Mortgage being entitled to receive written notice of,
and opportunity to cure, such default, (ii) provide for termination in the event
of damage or destruction as long as the Mortgage is in existence or (iii)
prohibit the holder of the Mortgage from being insured under the hazard
insurance policy or policies related to the premises.
The Prospectus Supplement will set forth the geographic distribution of
Mortgaged Properties and the number and aggregate unpaid principal balances of
the Mortgage Loans by category of Mortgaged Property. The Prospectus Supplement
for each Series will also set forth the range of original terms to maturity of
the Mortgage Loans in the Trust Estate, the weighted average remaining term to
stated maturity at the Cut-Off Date of such Mortgage Loans, the earliest and
latest months of origination of such Mortgage Loans, the range of Mortgage
Interest Rates borne by such Mortgage Loans, if such Mortgage Loans have varying
Net Mortgage Interest Rates, the weighted average Net Mortgage Interest Rate at
the Cut-Off Date of such Mortgage Loans, the range of Loan-to-Value Ratios at
the time of origination of such Mortgage Loans and the range of principal
balances at origination of such Mortgage Loans.
The information with respect to the Mortgage Loans and Mortgaged Properties
described in the preceding two paragraphs may be presented in the Prospectus
Supplement for a Series as ranges in which the actual characteristics of such
Mortgage Loans and Mortgaged Properties are expected to fall. In all such cases,
information as to the final characteristics of the Mortgage Loans and Mortgaged
Properties will be available in a Current Report on Form 8-K which will be filed
with the Commission within 15 days of the initial issuance of the related
Series.
The Mortgage Loans in a Trust Estate will generally have monthly payments
due on the first of each month (each, a "Due Date") but may, if so specified in
the applicable Prospectus Supplement, have payments due on a different day of
each month and will be of one of the following types of mortgage loans:
A. FIXED RATE LOANS. If so specified in the applicable Prospectus
Supplement, a Trust Estate may contain fixed-rate, fully-amortizing mortgage
loans providing for level monthly payments of principal and interest and terms
at origination or modification of not more than 30 years. If specified in the
applicable Prospectus Supplement, fixed rates on certain Mortgage Loans may be
converted to adjustable rates after origination of such Mortgage Loans and upon
the satisfaction of other conditions specified in the applicable Prospectus
Supplement. If so specified in the applicable Prospectus
16
<PAGE>
Supplement, the Pooling and Servicing Agreement will require the Seller or
another party to repurchase each such converted Mortgage Loan at the price set
forth in the applicable Prospectus Supplement. A Trust Estate containing fixed
rate Mortgage Loans may contain convertible Mortgage Loans which have converted
from an adjustable interest rate prior to the formation of the Trust Estate and
which are subject to no further conversions.
B. ADJUSTABLE RATE LOANS. If so specified in the applicable Prospectus
Supplement, a Trust Estate may contain fully-amortizing adjustable-rate mortgage
loans having an original or modified term to maturity of not more than 30 years
with a related Mortgage Interest Rate which generally adjusts initially either
six months, one, three, five, seven or ten years subsequent to the initial
payment date, and thereafter at either six-month, one-year or other intervals
over the term of the mortgage loan to equal the sum of a fixed margin set forth
in the related Mortgage Note and an index. The applicable Prospectus Supplement
will set forth the relevant index and the highest, lowest and weighted average
margin with respect to the adjustable rate mortgage loans in the related Trust
Estate. The applicable Prospectus Supplement will also indicate any periodic or
lifetime limitations on changes in any per annum Mortgage Rate at the time of
any adjustment.
If specified in the applicable Prospectus Supplement, adjustable rates on
certain Mortgage Loans may be converted to fixed rates after origination of such
Mortgage Loans and upon the satisfaction of the conditions specified in the
applicable Prospectus Supplement. If specified in the applicable Prospectus
Supplement, the Seller or another party will generally be required to repurchase
each such converted Mortgage Loan at the price set forth in the applicable
Prospectus Supplement. A Trust Estate containing adjustable rate Mortgage Loans
may contain convertible Mortgage Loans which have converted from a fixed
interest rate prior to the formation of the Trust Estate.
If so specified in the applicable Prospectus Supplement, the Trust Estate
may contain adjustable-rate mortgage loans which have Mortgage Interest Rates
that generally adjust monthly or may adjust at other intervals as specified in
the applicable Prospectus Supplement. The scheduled monthly payment will be
adjusted as and when described in the applicable Prospectus Supplement (at
intervals different from those at which the Mortgage Interest Rate is adjusted)
to an amount that would fully amortize the Mortgage Loan over its remaining term
on a level debt service basis; provided that increases in the scheduled monthly
payment may be subject to certain limitations as specified in the applicable
Prospectus Supplement, thereby resulting in negative amortization of principal.
If an adjustment to the Mortgage Interest Rate on such a Mortgage Loan causes
the amount of interest accrued thereon in any month to exceed the current
scheduled monthly payment on such mortgage loan, the resulting amount of
interest that has accrued but is not then payable ("Deferred Interest") will be
added to the principal balance of such Mortgage Loan.
C. GRADUATED PAYMENT LOANS. If so specified in the applicable Prospectus
Supplement, a Trust Estate may contain fixed-rate, graduated payment mortgage
loans having original or modified terms to maturity of not more than 30 years
with monthly payments during the first year calculated on the basis of an
assumed interest rate which is a specified percentage below the Mortgage Rate on
such mortgage loan. Such monthly payments increase at the beginning of the
second year by a specified percentage of the monthly payment during the
preceding year and each year specified thereafter to the extent necessary to
amortize the mortgage loan over the remainder of its term. Deferred Interest, if
any, will be added to the principal balance of such mortgage loans.
D. SUBSIDY LOANS. If so specified in the applicable Prospectus Supplement,
a Trust Estate may contain Mortgage Loans subject to temporary interest subsidy
agreements ("Subsidy Loans") pursuant to which the monthly payments made by the
related mortgagors will be less than the scheduled monthly payments on such
Mortgage Loans with the present value of the resulting difference in payment
("Subsidy Payments") being provided by the employer of the mortgagor, generally
on an annual basis. Subsidy Payments will generally be placed in a custodial
account ("Subsidy Account")
17
<PAGE>
by the related Servicer. Despite the existence of a subsidy program, a mortgagor
remains primarily liable for making all scheduled payments on a Subsidy Loan and
for all other obligations provided for in the related Mortgage Note and Mortgage
Loan.
Subsidy Loans are offered by employers generally through either a graduated
or fixed subsidy loan program, or a combination thereof. The terms of the
subsidy agreements relating to Subsidy Loans generally range from one to ten
years. The subsidy agreements relating to Subsidy Loans made under a graduated
program generally will provide for subsidy payments that result in effective
subsidized interest rates between three percentage points and five percentage
points below the Mortgage Interest Rates specified in the related Mortgage
Notes. Generally, under a graduated program, the subsidized rate for a Mortgage
Loan will increase approximately one percentage point per year until it equals
the full Mortgage Interest Rate. For example, if the initial subsidized interest
rate is five percentage points below the Mortgage Interest Rate in year one, the
subsidized rate will increase to four percentage points below the Mortgage
Interest Rate in year two, and likewise until year six, when the subsidized rate
will equal the Mortgage Interest Rate. Where the subsidy agreements relating to
Subsidy Loans are in effect for longer than five years, the subsidized interest
rates generally increase at smaller percentage increments for each year. The
subsidy agreements relating to Subsidy Loans made under a fixed program
generally will provide for subsidized interest rates at fixed percentages
(generally one percentage point to two percentage points) below the Mortgage
Interest Rates for specified periods, generally not in excess of ten years.
Subsidy Loans are also offered pursuant to combination fixed/graduated programs.
The subsidy agreements relating to such Subsidy Loans generally will provide for
an initial fixed subsidy of up to five percentage points below the related
Mortgage Interest Rate for up to five years, and then a periodic reduction in
the subsidy for up to five years, at an equal fixed percentage per year until
the subsidized rate equals the Mortgage Interest Rate.
Generally, employers may terminate subsidy programs in the event of (i) the
mortgagor's death, retirement, resignation or termination of employment, (ii)
the full prepayment of the Subsidy Loan by the mortgagor, (iii) the sale or
transfer by the mortgagor of the related Mortgaged Property as a result of which
the mortgagee is entitled to accelerate the Subsidy Loan pursuant to the
"due-on-sale" clause contained in the Mortgage, or (iv) the commencement of
foreclosure proceedings or the acceptance of a deed in lieu of foreclosure. In
addition, some subsidy programs provide that if prevailing market rates of
interest on mortgage loans similar to a Subsidy Loan are less than the Mortgage
Interest Rate of such Subsidy Loan, the employer may request that the mortgagor
refinance such Subsidy Loan and may terminate the related subsidy agreement if
the mortgagor fails to refinance such Subsidy Loan. In the event the mortgagor
refinances such Subsidy Loan, the new loan will not be included in the Trust
Estate. See "Prepayment and Yield Considerations" herein. In the event a subsidy
agreement is terminated, the amount remaining in the Subsidy Account will be
returned to the employer, and the mortgagor will be obligated to make the full
amount of all remaining scheduled payments, if any. The mortgagor's reduced
monthly housing expense as a consequence of payments under a subsidy agreement
is used by Norwest Mortgage in determining certain expense-to-income ratios
utilized in underwriting a Subsidy Loan. See "The Mortgage Loan Programs --
Mortgage Loan Underwriting."
E. BUY-DOWN LOANS. If so specified in the applicable Prospectus Supplement,
a Trust Estate may contain Mortgage Loans subject to temporary buy-down plans
("Buy-Down Loans") pursuant to which the monthly payments made by the mortgagor
during the early years of the Mortgage Loan will be less than the scheduled
monthly payments on the Mortgage Loan. The resulting difference in payment will
be compensated for from an amount contributed by the seller of the related
Mortgaged Property or another source, including the originator of the Mortgage
Loan (generally on a present value basis) and, if so specified in the applicable
Prospectus Supplement, placed in a custodial account (the "Buy-Down Fund") by
the related Servicer. If the mortgagor on a Buy-Down Loan prepays such Mortgage
Loan in its entirety, or defaults on such Mortgage Loan and the Mortgaged
Property is sold in liquidation thereof, during the period when the mortgagor is
not obligated, on account of the buy-
18
<PAGE>
down plan, to pay the full monthly payment otherwise due on such loan, the
unpaid principal balance of such Buy-Down Loan will be reduced by the amounts
remaining in the Buy-Down Fund with respect to such Buy-Down Loan, and such
amounts will be deposited in the Servicer Custodial Account or the Certificate
Account, net of any amounts paid with respect to such Buy-Down Loan by any
insurer, guarantor or other person pursuant to a credit enhancement arrangement
described in the applicable Prospectus Supplement.
F. BALLOON LOANS. If so specified in the applicable Prospectus Supplement,
a Trust Estate may include Mortgage Loans which are amortized over a fixed
period not exceeding 30 years but which have shorter terms to maturity (each
such Mortgage Loan, a "Balloon Loan") that causes the outstanding principal
balance of the related Mortgage Loan to be due and payable at the end of a
certain specified period (the "Balloon Period"). The borrower of such Balloon
Loan will be obligated to pay the entire outstanding principal balance of the
Balloon Loan at the end of the related Balloon Period. In the event Norwest
Mortgage refinances a mortgagor's Balloon Loan at maturity, the new loan will
not be included in the Trust Estate. See "Prepayment and Yield Considerations"
herein.
A Trust Estate may also include other types of first lien, residential
Mortgage Loans to the extent set forth in the applicable Prospectus Supplement.
THE SELLER
Norwest Asset Securities Corporation (the "Seller" or "NASCOR") is a direct,
wholly owned subsidiary of Norwest Mortgage, Inc. and an indirect, wholly owned
subsidiary of Norwest Corporation, a corporation organized under the laws of
Delaware ("Norwest Corporation"). The Seller was incorporated in the State of
Delaware on March 28, 1996.
The limited purposes of the Seller are, in general, to acquire, own and sell
mortgage loans; to issue, acquire, own, hold and sell mortgage pass-through
securities which represent ownership interests in mortgage loans, collections
thereon and related properties; and to engage in any acts which are incidental
to, or necessary, suitable or convenient to accomplish, the foregoing.
The Seller maintains its principal office at 5325 Spectrum Drive, Frederick,
Maryland 21701. Its telephone number is (301) 846-8881.
At the time of the formation of any Trust Estate, the Seller will be the
sole owner of all the related Mortgage Loans. The Seller will have acquired the
Mortgage Loans included in any Trust Estate from Norwest Mortgage. Except to the
extent otherwise specified in the applicable Prospectus Supplement, the Seller's
only obligation with respect to the Certificates of any Series will be to
repurchase or substitute for Mortgage Loans in a Trust Estate in the event of
defective documentation or upon the breach of certain representations and
warranties made by the Seller. See "The Pooling and Servicing Agreement --
Assignment of Mortgage Loans to the Trustee."
NORWEST MORTGAGE
Norwest Mortgage, Inc. ("Norwest Mortgage") was originally incorporated as a
Minnesota corporation on July 1, 1983. On August 30, 1995, Norwest Mortgage and
Directors Mortgage Loan Corporation, a California corporation, completed a
statutory merger. As a result of the merger, Norwest became a California
corporation as of September 1, 1995. Norwest Mortgage is engaged principally in
the business of (i) originating and purchasing residential mortgage loans in its
own name and through its affiliates, Norwest Funding, Inc. and Norwest Funding
II, Inc. (collectively, "Norwest Funding") and (ii) servicing residential
mortgage loans for its own account or for the account of others. Norwest
Mortgage is a direct, wholly owned subsidiary of Norwest Nova, Inc. and an
indirect, wholly owned subsidiary of Norwest Corporation. The executive offices
of Norwest Mortgage are located at 405 Southwest 5th Street, Des Moines, Iowa
50309-4603, and its telephone number is (515) 221-7300.
On May 7, 1996 Norwest Mortgage and Norwest Funding acquired all of the
mortgage origination, servicing and secondary marketing operations of The
Prudential Home Mortgage Company, Inc.
19
<PAGE>
("PHMC"), an indirect, wholly owned subsidiary of The Prudential Insurance
Company of America, and purchased certain mortgage loans from PHMC and a
substantial portion of PHMC's mortgage servicing portfolio (such transaction,
the "PHMC Acquisition"). The Mortgage Loans included in any Trust Estate
underlying a Series of Certificates may consist of (i) Mortgage Loans originated
by Norwest Mortgage or Norwest Funding or purchased by Norwest Mortgage or
Norwest Funding from originators other than PHMC ("Norwest Mortgage Loans"),
(ii) Mortgage Loans originated or purchased by PHMC and acquired by Norwest
Mortgage or Norwest Funding from PHMC as part of the PHMC Acquisition ("PHMC
Mortgage Loans") or (iii) a combination of Norwest Mortgage Loans and PHMC
Mortgage Loans.
Norwest Mortgage is an approved servicer of FNMA, FHLMC and the Government
National Mortgage Association. As of December 31, 1995, Norwest Mortgage had a
net worth of approximately $314.8 million.
NORWEST BANK
Norwest Bank Minnesota, National Association ("Norwest Bank") will act as
Master Servicer with respect to each Series. Norwest Bank is a direct, wholly
owned subsidiary of Norwest Corporation. Norwest Bank is a national banking
association originally chartered in 1872 and is engaged in a wide range of
activities typical of a national bank.
Norwest Bank's principal office is located at Norwest Center, Sixth and
Marquette, Minneapolis, Minnesota 55479. Norwest Bank conducts its master
servicing and securities administration services at its offices in Columbia,
Maryland. Its address there is 11000 Broken Land Parkway, Columbia, Maryland
21044-3662 and its telephone number is (410) 884-2000.
THE MORTGAGE LOAN PROGRAMS
MORTGAGE LOAN PRODUCTION SOURCES
Norwest Mortgage conducts a significant portion of its mortgage loan
originations through more than 700 loan production offices (the "Loan Stores")
located throughout all 50 states. Norwest Mortgage also conducts a significant
portion of its mortgage loan originations through centralized production offices
located in Springfield, Illinois, Frederick, Maryland and Minneapolis,
Minnesota. At the latter locations, Norwest Mortgage receives applications for
home mortgage loans on toll-free telephone numbers that can be called from
anywhere in the United States.
The following are Norwest Mortgage's primary sources of mortgage loan
originations: (i) direct contact with prospective borrowers (including borrowers
with mortgage loans currently serviced by Norwest Mortgage or borrowers referred
by borrowers with mortgage loans currently serviced by Norwest Mortgage), (ii)
referrals by realtors, other real estate professionals and prospective borrowers
to the Loan Stores, (iii) referrals from selected corporate clients, (iv)
referrals from the private mortgage banking group, a division of Norwest
Funding, Inc., which specializes in mortgage loans with original principal
balances in excess of the limits of FNMA and FHLMC, (v) several joint ventures
into which Norwest Mortgage, through its wholly owned subsidiary, Norwest
Mortgage Ventures, Inc., has entered with realtors and banking institutions (the
"Joint Ventures") and (vi) referrals from mortgage brokers and similar entities.
In addition to its own mortgage loan originations, Norwest Mortgage acquires
qualifying mortgage loans from other unaffiliated originators
("Correspondents"). See " -- Acquisition of Mortgage Loans from Correspondents"
below. The relative contribution of each of these sources to Norwest Mortgage's
business, measured by the volume of loans generated, tends to fluctuate over
time.
Norwest Mortgage Ventures, Inc. owns at least a 50% interest in each of the
Joint Ventures, with the remaining ownership interest in each being owned by a
realtor or a banking institution having significant contact with potential
borrowers. Mortgage loans that are originated by Joint Ventures in which Norwest
Mortgage's partners are realtors are generally made to finance the acquisition
of
20
<PAGE>
properties marketed by such Joint Venture partners. Applications for mortgage
loans originated through Joint Ventures are generally taken by Joint Venture
employees and underwritten by Norwest Mortgage in accordance with its standard
underwriting criteria. Such mortgage loans are then closed by the Joint Ventures
in their own names and subsequently purchased by Norwest Mortgage or Norwest
Funding.
Norwest Mortgage may directly contact prospective borrowers (including
borrowers with mortgage loans currently serviced by Norwest Mortgage) through
general and targeted solicitations. Such solicitations are made through direct
mailings, mortgage loan statement inserts and television, radio and print
advertisements and by telephone. Norwest Mortgage's targeted solicitations may
be based on characteristics such as the borrower's mortgage loan interest rate
or payment history and the geographic location of the mortgaged property. See
"Prepayment and Yield Considerations" herein.
A majority of Norwest Mortgage's corporate clients are companies that
sponsor relocation programs for their employees and in connection with which
Norwest Mortgage provides mortgage financing. Eligibility for a relocation loan
is based, in general, on an employer's providing financial assistance to the
relocating employee in connection with a job-required move. Although Subsidy
Loans are typically generated through such corporate-sponsored programs, the
assistance extended by the employer need not necessarily take the form of a loan
subsidy. (Not all relocation loans are generated by Norwest Mortgage through
referrals from its corporate clients; some relocation loans are generated as a
result of referrals from mortgage brokers and similar entities and others are
generated through Norwest Mortgage's acquisition of mortgage loans from other
originators.) Also among Norwest Mortgage's corporate clients are various
professional associations. These associations, as well as the other corporate
clients, promote the availability of a broad range of Norwest Mortgage mortgage
products to their members or employees, including refinance loans, second-home
loans and investment-property loans.
ACQUISITION OF MORTGAGE LOANS FROM CORRESPONDENTS
In order to qualify for participation in Norwest Mortgage's mortgage loan
purchase programs, lending institutions must (i) meet and maintain certain net
worth and other financial standards, (ii) demonstrate experience in originating
residential mortgage loans, (iii) meet and maintain certain operational
standards, (iv) evaluate each loan offered to Norwest Mortgage for consistency
with Norwest Mortgage's underwriting guidelines or the standards of a Pool
Insurer and represent that each loan was underwritten in accordance with Norwest
Mortgage standards or the standards of a Pool Insurer and (v) utilize the
services of qualified appraisers.
The contractual arrangements with Correspondents may involve the commitment
by Norwest Mortgage to accept delivery of a certain dollar amount of mortgage
loans over a period of time; this commitment may be satisfied either by delivery
of mortgage loans one at a time or in multiples as aggregated by the
Correspondent. The contractual arrangements with Correspondents may also involve
the delegation of all underwriting functions to such Correspondents ("Delegated
Underwriting"), which will result in Norwest Mortgage not performing any
underwriting functions prior to acquisition of the loan but instead relying on
such originators' representations, and Norwest Mortgage's post-purchase reviews
of samplings of mortgage loans acquired from such originators regarding the
originators' compliance with Norwest Mortgage's underwriting standards. In all
instances, however, acceptance by Norwest Mortgage is contingent upon the loans
being found to satisfy Norwest Mortgage's program standards or the standards of
a Pool Insurer. Norwest Mortgage may also acquire portfolios of seasoned loans
in negotiated transactions.
MORTGAGE LOAN UNDERWRITING
NORWEST MORTGAGE UNDERWRITING. Norwest Mortgage's underwriting standards
are applied by or on behalf of Norwest Mortgage to evaluate the applicant's
credit standing and ability to repay the loan, as well as the value and adequacy
of the mortgaged property as collateral. The underwriting standards that guide
the determination represent a balancing of several factors that may affect the
ultimate recovery of the loan amount, including, among others, the amount of the
loan, the ratio of the
21
<PAGE>
loan amount to the property value (i.e., the lower of the appraised value of the
mortgaged property and the purchase price), the borrower's means of support and
the borrower's credit history. Norwest Mortgage's guidelines for underwriting
may vary according to the nature of the borrower or the type of loan, since
differing characteristics may be perceived as presenting different levels of
risk. With respect to certain Mortgage Loans, the originators of such loans may
have contracted with unaffiliated third parties to perform the underwriting
process. Except as described below, Mortgage Loans were underwritten by or on
behalf of Norwest Mortgage or, in the case of PHMC Mortgage Loans, PHMC,
generally in accordance with the standards and procedures described herein.
Norwest Mortgage utilizes various systems of credit scoring as a tool to
supplement the mortgage loan underwriting process. Credit scoring assists
Norwest Mortgage in the mortgage loan approval process by providing consistent,
objective measures of borrower credit and loan attributes. Such objective
measures are used to evaluate loan applications and assign each application a
"Credit Score." The Credit Score is used to determine the type of underwriting
process and which level of underwriter will review the loan file. For
transactions which are determined to be low-risk transactions, based upon the
Credit Score and other parameters (including the mortgage loan production
source), the lowest underwriting authority is generally required. For moderate
and higher risk transactions, higher level underwriters and a full review of the
mortgage file are generally required. Borrowers who have a satisfactory Credit
Score (based upon the mortgage loan production source) are generally subject to
streamlined credit review (which relies on the credit scoring process for
various elements of the underwriting assessments). Such borrowers may also be
eligible for a limited documentation program and are generally permitted a
greater latitude in the application of borrower debt-to-income ratios.
With respect to all mortgage loans underwritten by Norwest Mortgage, Norwest
Mortgage's underwriting of a mortgage loan may be based on data obtained by
parties other than Norwest Mortgage that are involved at various stages in the
mortgage origination or acquisition process. This typically occurs under
circumstances in which loans are subject to more than one approval process, as
when correspondents, certain mortgage brokers or similar entities that have been
approved by Norwest Mortgage to process loans on its behalf, or independent
contractors hired by Norwest Mortgage to perform underwriting services on its
behalf ("contract underwriters") make initial determinations as to the
consistency of loans with Norwest Mortgage underwriting guidelines. The
underwriting of mortgage loans acquired by Norwest Mortgage pursuant to a
Delegated Underwriting arrangement with a Correspondent is not reviewed prior to
acquisition of the mortgage loan by Norwest Mortgage although the mortgage loan
file is reviewed by Norwest Mortgage to confirm that certain documents are
included in the file. Instead, Norwest Mortgage relies on (i) the
Correspondent's representations that such mortgage loan was underwritten in
accordance with Norwest Mortgage's underwriting standards and (ii) a
post-purchase review of a sampling of all mortgage loans acquired from such
originator. In addition, in order to be eligible to sell mortgage loans to
Norwest Mortgage pursuant to a Delegated Underwriting arrangement, the
originator must meet certain requirements including, among other things, certain
quality, operational and financial guidelines.
A prospective borrower applying for a mortgage loan is required to complete
a detailed application. The loan application elicits pertinent information about
the applicant, with particular emphasis on the applicant's financial health
(assets, liabilities, income and expenses), the property being financed and the
type of loan desired. A self-employed applicant may be required to submit his or
her most recent signed federal income tax returns. With respect to every
applicant, credit reports are obtained from commercial reporting services,
summarizing the applicant's credit history with merchants and lenders.
Significant unfavorable credit information reported by the applicant or a credit
reporting agency must be explained by the applicant. The credit review process
generally is streamlined for borrowers with a qualifying Credit Score.
Verifications of employment, income, assets or mortgages may be used to
supplement the loan application and the credit report in reaching a
determination as to the applicant's ability to meet his or her monthly
obligations on the proposed mortgage loan, as well as his or her other mortgage
22
<PAGE>
payments (if any), living expenses and financial obligations. A mortgage
verification involves obtaining information regarding the borrower's payment
history with respect to any existing mortgage the applicant may have. This
verification is accomplished by either having the present lender complete a
verification of mortgage form, evaluating the information on the credit report
concerning the applicant's payment history for the existing mortgage,
communicating, either verbally or in writing, with the applicant's present
lender or analyzing cancelled checks provided by the applicant. Verifications of
income, assets or mortgages may be waived under certain programs offered by
Norwest Mortgage, but Norwest Mortgage's underwriting guidelines require, in
most instances, a verbal or written verification of employment to be obtained.
In some cases, employment histories may be obtained through V.I.E., Inc., an
affiliate of Norwest Mortgage, that obtains employment data from state
unemployment insurance departments or other state agencies. In addition, the
loan applicant may be eligible for a loan approval process permitting limited
documentation. The above referenced reduced documentation options and waivers
limit the amount of documentation required for an underwriting decision and have
the effect of increasing the relative importance of the credit report and the
appraisal. Documentation requirements vary based upon a number of factors,
including the purpose of the loan, the amount of the loan, the ratio of the loan
amount to the property value and the mortgage loan production source. Norwest
Mortgage accepts alternative methods of verification, in those instances where
verifications are part of the underwriting decision; for example, salaried
income may be substantiated either by means of a form independently prepared and
signed by the applicant's employer or by means of the applicant's most recent
paystub and W-2. In cases where two or more persons have jointly applied for a
mortgage loan, the gross incomes and expenses of all of the applicants,
including nonoccupant co-mortgagors, are combined and considered as a unit.
In general, except for borrowers meeting certain standards who apply for
loans with certain qualifying characteristics under Norwest Mortgage's
"retention program" applicable to then-current borrowers, borrowers applying for
loans must demonstrate that the ratio of their total monthly housing debt to
their monthly gross income, and the ratio of their total monthly debt to their
monthly gross income do not exceed certain maximum levels. Such maximum levels
vary, and under the "retention program" may not be applied, depending on a
number of factors including Loan-to-Value Ratio, a borrower's credit history, a
borrower's liquid net worth, the potential of a borrower for continued
employment advancement or income growth, the ability of the borrower to
accumulate assets or to devote a greater portion of income to basic needs such
as housing expense, a borrower's Credit Score and the type of loan for which the
borrower is applying. These calculations are based on the amortization schedule
and the interest rate of the related loan, with each ratio being computed on the
basis of the proposed monthly mortgage payment. In the case of adjustable-rate
mortgage loans, the interest rate used to determine a mortgagor's monthly
payment for purposes of such ratios may, in certain cases, be the initial
mortgage interest rate or another interest rate, which, in either case, is lower
than the sum of the index rate that would have been applicable at origination
plus the applicable margin. In evaluating applications for Subsidy Loans and
Buy-Down Loans, such ratios are determined by including in the applicant's total
monthly housing expense and total monthly debt the proposed monthly mortgage
payment reduced by the amount expected to be applied on a monthly basis under
the related subsidy agreement or buy-down agreement or, in certain cases, the
mortgage payment that would result from an interest rate lower than the Mortgage
Interest Rate but higher than the effective rate to the mortgagor as a result of
the subsidy agreement or the buy-down agreement. See "The Trust Estates --
Mortgage Loans." Secondary financing is permitted on mortgage loans under
certain circumstances. In those cases, the payment obligations under both
primary and secondary financing are included in the computation of the housing
debt-to-income ratios, and the combined amount of primary and secondary loans
will be used to calculate the combined loan-to-value ratio. Any secondary
financing permitted will generally mature prior to the maturity date of the
related mortgage loan. In evaluating an application with respect to a
"non-owner-occupied" property, which Norwest Mortgage defines as a property
leased to a third party by its owner (as distinct from a "second home," which
Norwest Mortgage defines as an owner-occupied, non-rental property that is not
the owner's principal residence), Norwest Mortgage will include projected rental
income net of
23
<PAGE>
certain mortgagor obligations and other assumed expenses or loss from such
property to be included in the applicant's monthly gross income or total monthly
debt in calculating the foregoing ratios. A mortgage loan secured by a two- to
four-family Mortgaged Property is considered to be an owner-occupied property if
the borrower occupies one of the units; rental income on the other units is
generally taken into account in evaluating the borrower's ability to repay the
mortgage loan.
Mortgage Loans will not generally have had at origination a Loan-to-Value
Ratio in excess of 95%. However, if so specified in the applicable Prospectus
Supplement, Mortgage Loans that had Loan-to-Value Ratios at origination in
excess of 95% may be included in the related Trust Estate. The Loan-to-Value
Ratio is the ratio, expressed as a percentage, of the principal amount of the
Mortgage Loan at origination to the lesser of (i) the appraised value of the
related Mortgaged Property, as established by an appraisal obtained by the
originator generally no more than four months prior to origination (or, with
respect to newly constructed properties, no more than twelve months prior to
origination), or (ii) the sale price for such property. In some instances, the
Loan-to-Value Ratio may be based on an appraisal that was obtained by the
originator more than four months prior to origination, provided that (i) a
recertification of the original appraisal is obtained and (ii) the original
appraisal was obtained no more than twelve months prior to origination. For the
purpose of calculating the Loan-to-Value Ratio of any Mortgage Loan that is the
result of the refinancing (including a refinancing for "equity take out"
purposes) of an existing mortgage loan, the appraised value of the related
Mortgaged Property is generally determined by reference to an appraisal obtained
in connection with the origination of the replacement loan. In connection with
certain of its mortgage originations, Norwest Mortgage currently obtains
appraisals through its affiliate, Value Information Technology, Inc. Appraisals
used in connection with the origination of the PHMC Mortgage Loans generally
were obtained by PHMC through its affiliate, Lender's Service, Inc.
No assurance can be given that values of the Mortgaged Properties have
remained or will remain at the levels which existed on the dates of appraisal
(or, where applicable, recertification of value) of the related Mortgage Loans.
The appraisal of any Mortgaged Property reflects the individual appraiser's
judgment as to value, based on the market values of comparable homes sold within
the recent past in comparable nearby locations and on the estimated replacement
cost. The appraisal relates both to the land and to the structure; in fact, a
significant portion of the appraised value of a Mortgaged Property may be
attributable to the value of the land rather than to the residence. Because of
the unique locations and special features of certain Mortgaged Properties,
identifying comparable properties in nearby locations may be difficult. The
appraised values of such Mortgaged Properties will be based to a greater extent
on adjustments made by the appraisers to the appraised values of reasonably
similar properties rather than on objectively verifiable sales data. If
residential real estate values generally or in particular geographic areas
decline such that the outstanding balances of the Mortgage Loans and any
secondary financing on the Mortgaged Properties in a particular Trust Estate
become equal to or greater than the values of the related Mortgaged Properties,
the actual rates of delinquencies, foreclosures and losses could be higher than
those now generally experienced in the mortgage lending industry and those now
experienced in Norwest Mortgage's servicing portfolios. In addition, adverse
economic conditions generally, in particular geographic areas or industries, or
affecting particular segments of the borrowing community (such as mortgagors
relying on commission income and self-employed mortgagors) and other factors
which may or may not affect real property values, including the purposes for
which the Mortgage Loans were made and the uses of the Mortgaged Properties, may
affect the timely payment by mortgagors of scheduled payments of principal and
interest on the Mortgage Loans and, accordingly, the actual rates of
delinquencies, foreclosures and losses with respect to any Trust Estate. See
"Prepayment and Yield Considerations -- Weighted Average Life of Certificates"
herein. To the extent that such losses are not covered by the methods of credit
support or the insurance policies described herein, they will be borne by
holders of the Certificates of the Series evidencing interests in such Trust
Estate.
In general, for mortgage loans originated through Norwest Mortgage's "Loan
Stores," Norwest Mortgage does not originate mortgage loans with Loan-to-Value
Ratios in excess of 80% unless
24
<PAGE>
primary mortgage insurance is obtained. Loans with Loan-to-Value Ratios
exceeding 80% may be approved if primary mortgage insurance is obtained from an
approved primary mortgage insurance company. In such cases, the excess over 75%
(or such lower percentage as Norwest Mortgage may require at origination) will
be covered by primary mortgage insurance until the unpaid principal balance of
the Mortgage Loan is reduced to an amount that will result in a Loan-to-Value
Ratio less than or equal to 80%. With respect to mortgage loans originated
through Norwest Mortgage's centralized production offices, however, Norwest
Mortgage in certain instances does not require primary mortgage insurance on
loans that have Loan-to-Value Ratios exceeding 80%. Primary residences and
second homes (excluding cooperatives) are eligible for this program. Each
qualifying loan under this program will have been made at an interest rate that
was higher than the rate would have been if the Loan-to-Value Ratio was 80% or
less or if primary mortgage insurance was obtained.
Except as described below, Mortgage Loans will generally be covered by an
appropriate standard form American Land Title Association ("ALTA") title
insurance policy, or a substantially similar policy or form of insurance
acceptable to the Federal National Mortgage Association ("FNMA") or the Federal
Home Loan Mortgage Corporation ("FHLMC"). Certain Mortgage Loans ("T.O.P.
Loans") originated by Norwest Mortgage or Norwest Funding in connection with the
"Title Option Plus" program are not covered by title insurance policies,
although title searches are performed in connection with the origination of
T.O.P. Loans by American Land Title Company, Inc., an affiliate of Norwest
Mortgage. The Seller will represent and warrant to the Trustee of any Trust
Estate that the Mortgaged Property related to each Mortgage Loan (including each
T.O.P. Loan) is free and clear of all encumbrances and liens having priority
over the first lien of the related Mortgage, subject to certain limited
exceptions as set forth below under "-- Representations and Warranties." However
in the event that a lien senior to the lien of the Mortgage related to a T.O.P.
Loan that is contained in the Trust Estate for any Series is found to exist, the
sole recourse of the Trustee will be against the Seller for breach of its
representation and warranty. The Trustee will not have recourse against any
title insurance company or other party.
Where permitted by law, Norwest Mortgage generally requires that a borrower
include in each monthly payment a portion of the real estate taxes, assessments,
primary mortgage insurance (if applicable), and hazard insurance premiums and
other similar items with respect to the related mortgage loan. Norwest Mortgage
may, however, on a case-by-case basis, in its discretion not require such
advance payments for certain Mortgage Loans, based on an evaluation of the
borrowers' ability to pay such taxes and charges as they become due.
POOL CERTIFICATION UNDERWRITING. If specified in the applicable Prospectus
Supplement, certain of the Mortgage Loans will have been reviewed by General
Electric Mortgage Insurance Corporation ("GEMICO"), United Guaranty Residential
Insurance Company ("UGRIC") or a similar entity (collectively, the "Pool
Insurers") to determine conformity, in the aggregate, with such company's
respective credit, appraisal and underwriting guidelines. Norwest Mortgage will
not have underwritten such Mortgage Loans. Neither GEMICO nor UGRIC have
underwritten any of the Mortgage Loans for compliance with any investor
guidelines.
Based on information provided by the relevant company, as a condition to
eligibility of a Mortgage Loan for inclusion in a mortgage pool to be insured by
GEMICO or UGRIC, the loan originator generally will be required to comply with
the following procedures, although exceptions may be made if permitted by such
company.
Initially, a prospective borrower must fill out a detailed application
providing pertinent credit information. The loan originator obtains a credit
report, which summarizes the prospective borrower's credit history with
merchants and lenders and any record of bankruptcy, or other pertinent legal
history. In addition, a verification of employment for the last two years is
made from either the applicant's employer or a Form W-2 for the most recent two
years and the applicant's most recent pay stub. If an applicant is
self-employed, such applicant submits copies of signed tax returns with all
schedules for the prior two years together with a current year-to-date profit
and loss statement and
25
<PAGE>
any other documentation deemed necessary. Rental income used to qualify the
applicant is verified either by lease agreements or by the borrower's tax
returns. In the case of refinancings, the loan originator must require, among
other things, that there has not been more than one delinquency in the prior 12
months nor, in the case of mortgage loans reviewed by GEMICO, any delinquency in
the past 90 days on the prior mortgage loan.
In determining the adequacy of the Mortgaged Property as collateral, an
independent appraisal must be made of each property considered for financing.
Each appraiser must be selected in accordance with predetermined guidelines
established for appraisers. The appraiser is required to inspect the property
and verify that it is in good condition and that construction, if new, has been
completed. The appraisal is based on the market value of comparable homes. No
appraisal more than six months old will be accepted by GEMICO and no appraisal
more than 120 days old will be accepted by UGRIC.
Once all applicable employment, credit and property information is received,
a determination must be made by the loan originator (and confirmed on review by
GEMICO or UGRIC) as to whether the prospective borrower has sufficient monthly
income to meet (i) the monthly payment obligations on the proposed mortgage loan
(including principal and interest payments, real estate taxes, insurance on the
subject property, and homeowners' association dues and secondary financing, if
any), and (ii) the aggregate of the foregoing and all other financial
obligations not expected to be fully repaid within the next 10 months. As a
general rule, GEMICO and UGRIC require the ratio of a prospective borrower's
debt, as described in clauses (i) and (ii) above, to such borrower's income to
be 33% and 38%, respectively for fixed rate, fixed payment loans. The ratios
required for adjustable rate loans are slightly lower. The general rule may be
varied, and higher debt-to-income ratios may be permitted, in appropriate cases
characterized by lower Loan-to-Value Ratios or other favorable factors.
In some special cases, GEMICO and UGRIC may underwrite loans under a
"limited documentation" program. With respect to such loans, limited
investigation into the borrower's credit history and income profile is
undertaken by the originator and such loans may be underwritten primarily on the
basis of an appraisal of the mortgaged property and Loan-to-Value Ratio on
origination. Thus, if the Loan-to-Value Ratio is less than the percentage
required under standard guidelines, the originator may forego certain aspects of
the review relating to monthly income, and, in the case of mortgage loans
reviewed by GEMICO, traditional ratios of monthly or total expenses to gross
income may not be applied. At a minimum, a limited documentation program must
require a loan application, a credit report, an appraisal acceptable to
FNMA/FHLMC performed by an independent appraiser, and a verification of
downpayment or three months of bank statements. The maximum Loan-to-Value Ratio
allowed under any limited documentation program underwritten by GEMICO and UGRIC
is 70%. UGRIC's "limited documentation" program is limited exclusively to
self-employed borrowers.
For any rate or term refinance of a mortgage loan, or conversion of an
adjustable rate mortgage loan, where GEMICO or UGRIC has already insured the
prior loan, GEMICO or UGRIC may have determined a loan's insurability without
reviewing updated credit or collateral information. In the case of seasoned
loans, GEMICO or UGRIC may have determined a loan's insurability by performing a
more limited credit and collateral review.
The foregoing should not be taken as a full and complete discussion of all
of the procedures undertaken in connection with a particular underwriting. Both
GEMICO and UGRIC consider various other factors including, but not limited to,
reviewing sales contracts, verifying deposits and other assets and examining
additional supporting documentation in certain instances such as divorce decrees
and separation agreements. Investors should consult the particular Pool
Insurer's underwriting guidelines for more specific and complete requirements
regarding underwriting standards. Furthermore, the underwriting process often
results in certain compensating factors being considered to offset the existence
of other negative factors in a loan file.
The use of pool certification underwriting by a Pool Insurer in no way
indicates that the related Certificates or Mortgage Loans are insured or
guaranteed under a mortgage pool insurance policy unless the applicable
Prospectus Supplement so specifies.
26
<PAGE>
REPRESENTATIONS AND WARRANTIES
In connection with the transfer of the Mortgage Loans related to any Series
by the Seller to the Trust Estate, the Seller will generally make certain
representations and warranties regarding the Mortgage Loans. In certain cases
where the Seller acquired some or all of the Mortgage Loans related to a Series
from a Correspondent, if so indicated in the applicable Prospectus Supplement,
the Seller may, rather than itself making representations and warranties, cause
the representations and warranties made by the Correspondent in connection with
its sale of Mortgage Loans to Norwest Mortgage or Norwest Funding to be assigned
to the Trust Estate. In such cases, the Correspondent's representations and
warranties may have been made as of a date prior to the date of execution of the
Pooling and Servicing Agreement. Unless otherwise provided in the applicable
Prospectus Supplement, such representations and warranties (whether made by the
Seller or another party) will generally include the following with respect to
the Mortgage Loans, or each Mortgage Loan, as the case may be:
(i)
the information set forth in the schedule of Mortgage Loans appearing
as an exhibit to such Pooling and Servicing Agreement is correct in
all material respects at the date or dates respecting which such information
is furnished as specified therein;
(ii)
immediately prior to the transfer and assignment contemplated by the
Pooling and Servicing Agreement, the Seller is 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
related Mortgaged Property, 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 Mortgaged Property is
a condominium unit, any lien for common charges permitted by statute or home
owners association fees; and, if the Mortgaged Property consists of shares
of a cooperative housing corporation, any lien for amounts due to the
cooperative housing corporation for unpaid assessments or charges or any
lien of any assignment of rents or maintenance expenses secured by the real
property owned by the cooperative housing corporation; and any security
agreement, chattel mortgage or equivalent document related to, and delivered
to the Trustee or a custodian with, any Mortgage establishes in the Seller a
valid first lien on the property described therein and the Seller has full
right to sell and assign the same to the Trustee;
(iv)
neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage in any material
respect; satisfied, cancelled or subordinated the Mortgage or the related
Mortgage Note in whole or in part; or 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 reflected in a document delivered by the Seller to the Trustee or a
custodian together with the related Mortgage;
(v)
all taxes, governmental assessments, insurance premiums, and water,
sewer and municipal charges previously due and owing have been paid,
or an escrow of funds in an amount sufficient to pay for every such item
which remains unpaid has been established to the extent permitted by law;
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 Buy-Down Loan or Subsidy Loan arrangement), for the payment of any
amount required by the Mortgage, except for interest accruing from the date
of the related Mortgage Note or date of disbursement of the Mortgage Loan
proceeds, whichever is later, to the date which precedes by 30 days the
first Due Date under the related Mortgage Note;
27
<PAGE>
(vi)
the Mortgaged Property is undamaged by water, fire, earthquake or
earth movement, windstorm, flood, tornado or similar casualty
(excluding casualty from the presence of hazardous wastes or hazardous
substances, as to which the Seller makes no representation), so as to affect
adversely the value of the Mortgaged Property as security for the Mortgage
Loan or the use for which the premises were intended and to the best of the
Seller's knowledge, there is no proceeding pending or threatened for the
total or partial condemnation of the Mortgaged Property;
(vii)
the Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided,
however, that this warranty shall be deemed not to have been made at the
time of the initial issuance of the Certificates if a title policy
affording, in substance, the same protection afforded by this warranty is
furnished to the Trustee by the Seller;
(viii)
except for Mortgage Loans secured by shares in cooperatives, the
Mortgaged Property consists of a fee simple or leasehold 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 an applicable 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 date of the Pooling and
Servicing Agreement;
28
<PAGE>
(xv)
the Mortgage Loan (except a T.O.P. Loan as described above under "--
Mortgage Loan Underwriting" 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 ALTA mortgagee title insurance policy or
other generally acceptable form of policy or insurance acceptable to FNMA or
FHLMC, issued by a title insurer acceptable to FNMA or FHLMC insuring the
originator, its successors and assigns, as to the first priority lien of the
Mortgage in the original principal amount of the Mortgage Loan and subject
only to (A) the lien of current real property taxes and assessments not yet
due and payable, (B) covenants, conditions and restrictions, rights-of-way,
easements and other matters of public record as of the date of recording of
such Mortgage acceptable to mortgage lending institutions in the area in
which the Mortgaged Property is located or specifically referred to in the
appraisal performed in connection with the origination of the related
Mortgage Loan, (C) liens created pursuant to any federal, state or local
law, regulation or ordinance affording liens for the costs of clean-up of
hazardous substances or hazardous wastes or for other environmental
protection purposes and (D) such other matters to which like properties are
commonly subject which do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage; the Seller is the sole insured of such mortgagee title insurance
policy, the assignment to the Trustee of the Seller's interest in such
mortgagee title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made, such
mortgagee title insurance policy is in full force and effect and will be in
full force and effect and inure to the benefit of the Trustee and 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 any 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; and the Seller has not
waived any default, breach, violation or event of acceleration; no
foreclosure action is 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 such Mortgage
29
<PAGE>
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 single family residential property which may
include a detached home, townhouse, condominium unit, unit in a planned unit
development or a leasehold interest with respect to any of the foregoing or,
in the case of Mortgage Loans secured by shares of cooperatives, leases or
occupancy agreements;
(xxiii)
with respect to each Buy-Down Loan, the funds deposited in the
Buy-Down Fund, if any, will be sufficient, together with interest
thereon at the rate customarily received by the Seller on such funds,
compounded monthly, and adding the amounts required to be paid by the
mortgagor, to make the scheduled payments stated in the Mortgage Note for
the term of the buy-down agreement; and
(xxiv)
each Mortgage Loan is a "Qualified Mortgage" within the meaning of
Section 860G of the Code.
No representations or warranties are made by the Seller or any other party
as to the environmental condition of such Mortgaged Property; the absence,
presence or effect of hazardous wastes or hazardous substances on any Mortgaged
Property; any casualty resulting from the presence or effect of hazardous wastes
or hazardous substances on, near or emanating from such Mortgaged Property; the
impact on Certificateholders of any environmental condition or presence of any
substance on or near such Mortgaged Property; or the compliance of any Mortgaged
Property with any environmental laws, nor is any agent, person or entity
otherwise affiliated with the Seller authorized or able to make any such
representation, warranty or assumption of liability relative to any such
Mortgaged Property. See "Certain Legal Aspects of the Mortgage Loans --
Environmental Considerations" below.
See "The Pooling and Servicing Agreement -- Assignment of Mortgage Loans to
the Trustee" for a description of the limited remedies available in connection
with breaches of the foregoing representations and warranties.
DESCRIPTION OF THE CERTIFICATES
GENERAL
Each Series of Certificates will include one or more Classes, each of which
may be divided into two or more Subclasses. Any references herein to the
characteristics of a Class of Certificates may also describe the characteristics
of a Subclass of Certificates. In addition, any Class or Subclass of
Certificates may consist of two or more non-severable components, each of which
may exhibit any of the principal or interest payment characteristics described
herein with respect to a Class of Certificates. A Series may include one or more
Classes of Certificates entitled, to the extent of funds available, to (i)
principal and interest distributions in respect of the related Mortgage Loans,
(ii) principal distributions, with no interest distributions, (iii) interest
distributions, with no principal distributions or (iv) such other distributions
as are described in the applicable Prospectus Supplement.
30
<PAGE>
Each Series of Certificates will be issued pursuant to a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") among the Seller,
Norwest Bank, as the Master Servicer, and the Trustee named in the applicable
Prospectus Supplement. An illustrative form of Pooling and Servicing Agreement
has been filed as an exhibit to the Registration Statement of which this
Prospectus is a part. The following summaries describe certain provisions common
to the Certificates and to each Pooling and Servicing Agreement. The summaries
do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all of the provisions of the Pooling and Servicing
Agreement for each Series of Certificates and the applicable Prospectus
Supplement. Wherever particular sections or defined terms of the Pooling and
Servicing Agreement are referred to, such sections or defined terms are thereby
incorporated herein by reference from the form of Pooling and Servicing
Agreement filed as an exhibit to the Registration Statement.
Unless otherwise specified in the applicable Prospectus Supplement,
distributions to Certificateholders of all Series (other than the final
distribution in retirement of the Certificates) will be made by check mailed to
the address of the person entitled thereto (which in the case of Book-Entry
Certificates will be DTC) as it appears on the certificate register, except
that, with respect to any holder of a Certificate evidencing not less than a
certain minimum denomination set forth in the applicable Prospectus Supplement,
distributions will be made by wire transfer in immediately available funds,
provided that the Master Servicer or the Paying Agent acting on behalf of the
Master Servicer shall have been furnished with appropriate wiring instructions
not less than seven business days prior to the related Distribution Date. The
final distribution in retirement of Certificates will be made only upon
presentation and surrender of the Certificates at the office or agency
maintained by the Trustee or other entity for such purpose, as specified in the
final distribution notice to Certificateholders.
Each Series of Certificates will represent ownership interests in the
related Trust Estate. An election may be made to treat the Trust Estate (or one
or more segregated pools of assets therein) with respect to a Series of
Certificates as a REMIC. If such an election is made, such Series will consist
of one or more Classes of Certificates that will represent "regular interests"
within the meaning of Code Section 860G(a)(1) (such Class or Classes
collectively referred to as the "Regular Certificates") and one Class or
Subclass of Certificates with respect to each REMIC that will be designated as
the "residual interest" within the meaning of Code Section 860G(a)(2) (the
"Residual Certificates") representing the right to receive distributions as
specified in the Prospectus Supplement for such Series. See "Certain Federal
Income Tax Consequences" herein.
The Seller may sell certain Classes or Subclasses of the Certificates of a
Series, including one or more Classes of Subordinated Certificates, in privately
negotiated transactions exempt from registration under the Securities Act.
Alternatively, if so specified in a Prospectus Supplement relating to such
Subordinated Certificates, the Seller may offer one or more Classes of the
Subordinated Certificates of a Series by means of this Prospectus and such
Prospectus Supplement.
DEFINITIVE FORM
Certificates of a Series that are issued in fully registered, certificated
form are referred to herein as "Definitive Certificates." Distributions of
principal of, and interest on, the Definitive Certificates will be made directly
to holders of Definitive Certificates in accordance with the procedures set
forth in the Pooling and Servicing Agreement. The Definitive Certificates of a
Series offered hereby and by means of the applicable Prospectus Supplements will
be transferable and exchangeable at the office or agency maintained by the
Trustee or such other entity for such purpose set forth in the applicable
Prospectus Supplement. No service charge will be made for any transfer or
exchange of Definitive Certificates, but the Trustee or such other entity may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection with such transfer or exchange.
In the event that an election is made to treat the Trust Estate (or one or
more segregated pools of assets therein) as a REMIC, the "residual interest"
thereof will be issued as a Definitive Certificate. No legal or beneficial
interest in all or any portion of any "residual interest" may be transferred
without the receipt by the transferor and the Trustee of an affidavit signed by
the transferee stating,
31
<PAGE>
among other things, that the transferee (i) is not a disqualified organization
within the meaning of Code Section 860E(e) or an agent (including a broker,
nominee, or middleman) thereof and (ii) understands that it may incur tax
liabilities in excess of any cash flows generated by the residual interest.
Further, the transferee must state in the affidavit that it (x) historically has
paid its debts as they have come due, (y) intends to pay its debts as they come
due in the future and (z) intends to pay taxes associated with holding the
residual interest as they become due. The transferor must certify to the Trustee
that, as of the time of the transfer, it has no actual knowledge that any of the
statements made in the transferee affidavit are false and no reason to know that
the statements made by the transferee pursuant to clauses (x), (y) and (z) of
the preceding sentence are false. See "Certain Federal Income Tax Consequences
- -- Federal Income Tax Consequences for REMIC Certificates -- Taxation of
Residual Certificates -- Tax-Related Restrictions on Transfer of Residual
Certificates."
BOOK-ENTRY FORM
Each Class or Subclass of the Book-Entry Certificates of a Series initially
will be represented by one or more physical certificates registered in the name
of Cede & Co. ("Cede"), as nominee of DTC, which will be the "holder" or
"Certificateholder" of such Certificates, as such terms are used herein. No
person acquiring an interest in a Book-Entry Certificate (a "Beneficial Owner")
will be entitled to receive a Definitive Certificate representing such person's
interest in the Book-Entry Certificate, except as set forth below. Unless and
until Definitive Certificates are issued under the limited circumstances
described herein, all references to actions taken by Certificateholders or
holders shall, in the case of the Book-Entry Certificates, refer to actions
taken by DTC upon instructions from its DTC Participants, and all references
herein to distributions, notices, reports and statements to Certificateholders
or holders shall, in the case of the Book-Entry Certificates, refer to
distributions, notices, reports and statements to DTC or Cede, as the registered
holder of the Book-Entry Certificates, as the case may be, for distribution to
Beneficial Owners in accordance with DTC procedures.
DTC is a limited purpose trust company organized under the laws of the State
of New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. DTC was created to hold securities for its participating
organizations ("DTC Participants") and to facilitate the clearance and
settlement of securities transactions among DTC Participants through electronic
book-entries, thereby eliminating the need for physical movement of
certificates. DTC Participants include securities brokers and dealers (which may
include any underwriter identified in the Prospectus Supplement applicable to
any Series), banks, trust companies and clearing corporations. Indirect access
to the DTC system also is available to banks, brokers, dealers, trust companies
and other institutions that clear through or maintain a custodial relationship
with a DTC Participant, either directly or indirectly ("Indirect DTC
Participants").
Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of
Book-Entry Certificates among DTC Participants on whose behalf it acts with
respect to the Book-Entry Certificates and to receive and transmit distributions
of principal of and interest on the Book-Entry Certificates. DTC Participants
and Indirect DTC Participants with which Beneficial Owners have accounts with
respect to the Book-Entry Certificates similarly are required to make book-entry
transfers and receive and transmit such payments on behalf of their respective
Beneficial Owners.
Beneficial Owners that are not DTC Participants or Indirect DTC Participants
but desire to purchase, sell or otherwise transfer ownership of, or other
interests in, Book-Entry Certificates may do so only through DTC Participants
and Indirect DTC Participants. In addition, Beneficial Owners will receive all
distributions of principal and interest from the Master Servicer, or a Paying
Agent on behalf of the Master Servicer, through DTC Participants. DTC will
forward such distributions to its DTC Participants, which thereafter will
forward them to Indirect DTC Participants or Beneficial Owners. Beneficial
Owners will not be recognized by the Trustee or the Master Servicer or any
paying
32
<PAGE>
agent as Certificateholders, as such term is used in the Pooling and Servicing
Agreement, and Beneficial Owners will be permitted to exercise the rights of
Certificateholders only indirectly through DTC and its DTC Participants.
Because DTC can only act on behalf of DTC Participants, who in turn act on
behalf of Indirect DTC Participants and certain banks, the ability of a
Beneficial Owner to pledge Book-Entry Certificates to persons or entities that
do not participate in the DTC system, or to otherwise act with respect to such
Book-Entry Certificates, may be limited due to the lack of a physical
certificate for such Book-Entry Certificates. In addition, under a book-entry
format, Beneficial Owners may experience delays in their receipt of payments,
since distributions will be made by the Master Servicer, or a paying agent on
behalf of the Master Servicer, to Cede, as nominee for DTC.
DTC has advised the Seller that it will take any action permitted to be
taken by a Certificateholder under the Pooling and Servicing Agreement only at
the direction of one or more DTC Participants to whose accounts with DTC the
Book-Entry Certificates are credited. Additionally, DTC has advised the Seller
that it will take such actions with respect to specified Voting Interests only
at the direction of and on behalf of DTC Participants whose holdings of
Book-Entry Certificates evidence such specified Voting Interests. DTC may take
conflicting actions with respect to Voting Interests to the extent that DTC
Participants whose holdings of Book-Entry Certificates evidence such Voting
Interests authorize divergent action.
Neither the Seller, the Master Servicer nor the Trustee will have any
responsibility for any aspect of the records relating to or payments made on
account of beneficial ownership interests of the Book-Entry Certificates held by
Cede, as nominee for DTC, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests. In the event of the
insolvency of DTC, a DTC Participant or an Indirect DTC Participant in whose
name Book-Entry Certificates are registered, the ability of the Beneficial
Owners of such Book-Entry Certificates to obtain timely payment and, if the
limits of applicable insurance coverage by the Securities Investor Protection
Corporation are exceeded or if such coverage is otherwise unavailable, ultimate
payment, of amounts distributable with respect to such Book-Entry Certificates
may be impaired.
The Book-Entry Certificates will be converted to Definitive Certificates and
reissued to Beneficial Owners or their nominees, rather than to DTC or its
nominee, only if (i) the Trustee is advised in writing that DTC is no longer
willing or able to discharge properly its responsibilities as depository with
respect to the Book-Entry Certificates and the Trustee is unable to locate a
qualified successor, (ii) the Master Servicer, at its option, elects to
terminate the book-entry system through DTC or (iii) after the occurrence of a
dismissal or resignation of the Master Servicer under the Pooling and Servicing
Agreement, Beneficial Owners representing not less than 51% of the Voting
Interests of the outstanding Book-Entry Certificates advise the Trustee through
DTC, in writing, that the continuation of a book-entry system through DTC (or a
successor thereto) is no longer in the Beneficial Owners' best interest.
Upon the occurrence of any event described in the immediately preceding
paragraph, the Trustee will be required to notify all Beneficial Owners through
DTC Participants of the availability of Definitive Certificates. Upon surrender
by DTC of the physical certificates representing the Book-Entry Certificates and
receipt of instructions for re-registration, the Trustee will reissue the Book-
Entry Certificates as Definitive Certificates to Beneficial Owners. The
procedures relating to payment on and transfer of Certificates initially issued
as Definitive Certificates will thereafter apply to those Book-Entry
Certificates that have been reissued as Definitive Certificates.
DISTRIBUTIONS TO CERTIFICATEHOLDERS
GENERAL. On each Distribution Date, each holder of a Certificate of a Class
will be entitled to receive its Certificate's Percentage Interest of the portion
of the Pool Distribution Amount (as defined below) allocated to such Class. The
undivided percentage interest (the "Percentage Interest") represented by any
Certificate of a Subclass or any Class in distributions to such Subclass or
Class will be
33
<PAGE>
equal to the percentage obtained by dividing the initial principal balance (or
notional amount) of such Certificate by the aggregate initial principal balance
(or notional amount) of all Certificates of such Subclass or Class, as the case
may be.
In general, the funds available for distribution to Certificateholders of a
Series of Certificates with respect to each Distribution Date for such Series
(the "Pool Distribution Amount") will be the sum of all previously undistributed
payments or other receipts on account of principal (including principal
prepayments and Liquidation Proceeds, if any) and interest on or in respect of
the related Mortgage Loans received by the related Servicer after the Cut-Off
Date (except for amounts due on or prior to the Cut-Off Date), or received by
the related Servicer on or prior to the Cut-Off Date but due after the Cut-Off
Date, in either case received on or prior to the business day preceding the
Determination Date in the month in which such Distribution Date occurs, plus all
Periodic Advances with respect to payments due to be received on the Mortgage
Loans on the Due Date preceding such Distribution Date, but excluding the
following:
(a)
amounts received as late payments of principal or interest respecting
which one or more unreimbursed Periodic Advances has been made;
(b)
that portion of Liquidation Proceeds with respect to a Mortgage Loan
which represents any unreimbursed Periodic Advances;
(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, (iii) the applicable Master Servicing Fee, (iv)
the Trustee's fee and (v) any other amounts described in the applicable
Prospectus Supplement;
(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 proceeds (including Liquidation Proceeds other than, in certain
cases as specified in the applicable Prospectus Supplement,
Liquidation Proceeds which were received prior to the related Servicer's
determination that no further recoveries on a defaulted Mortgage Loan will
be forthcoming ("Partial Liquidation Proceeds")) of any Mortgage Loans, or
property acquired in respect thereof, that were liquidated, foreclosed,
purchased or repurchased pursuant to the applicable Pooling and Servicing
Agreement, which proceeds were received on or after the Due Date occurring
in the month in which such Distribution Date occurs and all principal
prepayments in full, partial principal prepayments and Partial Liquidation
Proceeds received by the related Servicer on or after the Determination Date
(or, in certain cases as specified in the applicable Prospectus Supplement,
the Due Date) occurring in the month in which such Distribution Date occurs,
and all related payments of interest on such amounts;
(f)
that portion of Liquidation Proceeds which represents any unpaid
Servicing Fees, Master Servicing Fee or any Trustee Fee to which the
related Servicer, the Trustee or the Master Servicer, respectively, is
entitled and any unpaid Fixed Retained Yield;
(g)
if an election has been made to treat the applicable Trust Estate as
a REMIC, any Net Foreclosure Profits with respect to such
Distribution Date;
(h)
all amounts representing certain expenses reimbursable to the Master
Servicer or any Servicer and other amounts permitted to be withdrawn
by the Master Servicer from the Certificate Account, in each case pursuant
to the applicable Pooling and Servicing Agreement;
(i)
all amounts in the nature of late fees, assumption fees, prepayment
fees and similar fees and payments of interest related to principal
prepayments received on or after the first day of the month in which a
Distribution Date occurs and prior to the Determination Date in the month of
such Distribution Date which the related Servicer is entitled to retain
pursuant to the applicable Underlying Servicing Agreement;
34
<PAGE>
(j)
reinvestment earnings on payments received in respect of the Mortgage
Loans; and
(k)
any recovery of an amount in respect of principal which had
previously been allocated as a realized loss to such Series of
Certificates.
The applicable Prospectus Supplement for a Series will describe any
variation in the calculation of the Pool Distribution Amount for such Series.
"Net Foreclosure Profits" with respect to a Distribution Date will be the
excess of (i) the portion of aggregate net Liquidation Proceeds which represents
the amount by which aggregate profits on Liquidated Loans with respect to which
net Liquidation Proceeds exceed the unpaid principal balance thereof plus
accrued interest thereon at the Mortgage Interest Rate over (ii) aggregate
realized losses on Liquidated Loans with respect to which net Liquidation
Proceeds are less than the unpaid principal balance thereof plus accrued
interest thereon at the Mortgage Interest Rate.
DISTRIBUTIONS OF INTEREST. With respect to each Series of Certificates,
interest on the related Mortgage Loans at the weighted average of the applicable
Net Mortgage Interest Rates thereof, will be passed through monthly to holders
of the related Classes of Certificates in the aggregate, in accordance with the
particular terms of each such Class of Certificates. The "Net Mortgage Interest
Rate" for each Mortgage Loan in a given period will equal the mortgage interest
rate for such Mortgage Loan in such period, as specified in the related mortgage
note (the "Mortgage Interest Rate"), less the portion thereof, if any, not
contained in the Trust Estate (the "Fixed Retained Yield"), and less amounts
payable to the Servicers for servicing the Mortgage Loan (the "Servicing Fee"),
the fee payable to the Master Servicer (the "Master Servicing Fee"), the fee
payable to the Trustee (the "Trustee Fee") and any related expenses specified in
the applicable Prospectus.
Interest will accrue on the principal balance (or notional amount, as
described below) of each Class of Certificates entitled to interest at the
Pass-Through Rate for such Class indicated in the applicable Prospectus
Supplement (which may be a fixed rate or an adjustable rate) from the date and
for the periods specified in such Prospectus Supplement. To the extent the Pool
Distribution Amount is available therefor, interest accrued during each such
specified period on each Class of Certificates entitled to interest (other than
a Class that provides for interest that accrues, but is not currently payable,
referred to hereafter as "Accrual Certificates") will be distributable on the
Distribution Dates specified in the applicable Prospectus Supplement until the
principal balance (or notional amount) of such Class has been reduced to zero.
Distributions allocable to interest on each Certificate that is not entitled to
distributions allocable to principal will generally be calculated based on the
notional amount of such Certificate. The notional amount of a Certificate will
not evidence an interest in or entitlement to distributions allocable to
principal but will be solely for convenience in expressing the calculation of
interest and for certain other purposes.
With respect to any Class of Accrual Certificates, any interest that has
accrued but is not paid on a given Distribution Date will be added to the
principal balance of such Class of Certificates on that Distribution Date.
Distributions of interest on each Class of Accrual Certificates will commence
only after the occurrence of the events or the existence of the circumstance
specified in such Prospectus Supplement and, prior to such time, or in the
absence of such circumstances, the principal balance of such Class will increase
on each Distribution Date by the amount of interest that accrued on such Class
during the preceding interest accrual period but that was not required to be
distributed to such Class on such Distribution Date. Any such Class of Accrual
Certificates will thereafter accrue interest on its outstanding principal
balance as so adjusted.
DISTRIBUTIONS OF PRINCIPAL. The principal balance of any Class of
Certificates entitled to distributions of principal will generally be the
original principal balance of such Class specified in such Prospectus
Supplement, reduced by all distributions reported to the holders of such
Certificates as allocable to principal and any losses on the related Mortgage
Loans allocated to such Class of Certificates and (i) in the case of Accrual
Certificates, increased by all interest accrued but not then distributable on
such Accrual Certificates and (ii) in the case of a Series of Certificates
representing
35
<PAGE>
interests in a Trust Estate containing adjustable rate Mortgage Loans, increased
by any Deferred Interest allocable to such Class. The principal balance of a
Class or Subclass of Certificates generally represents the maximum specified
dollar amount (exclusive of (i) any interest that may accrue on such Class or
Subclass to which the holder thereof is entitled from the cash flow on the
related Mortgage Loans at such time) and will decline to the extent of
distributions in reduction of the principal balance of, and allocations of
losses to such Class or Subclass. Certificates with no principal balance will
not receive distributions in respect of principal. The applicable Prospectus
Supplement will specify the method by which the amount of principal to be
distributed on the Certificates on each Distribution Date will be calculated and
the manner in which such amount will be allocated among the Classes of
Certificates entitled to distributions of principal.
If so provided in the applicable Prospectus Supplement, one or more Classes
of Senior Certificates will be entitled to receive all or a disproportionate
percentage of the payments of principal that are received from borrowers in
advance of their scheduled due dates and are not accompanied by amounts
representing scheduled interest due after the months of such payments or of
other unscheduled principal receipts or recoveries in the percentages and under
the circumstances or for the periods specified in such Prospectus Supplement.
Any such allocation of principal prepayments or other unscheduled receipts or
recoveries in respect of principal to such Class or Classes of Senior
Certificates will have the effect of accelerating the amortization of such
Senior Certificates while increasing the interests evidenced by the Subordinated
Certificates in the Trust Estate. Increasing the interests of the Subordinated
Certificates relative to that of the Senior Certificates is intended to preserve
the availability of the subordination provided by the Subordinated Certificates.
If specified in the applicable Prospectus Supplement, the rights of the
holders of the Subordinated Certificates of a Series of Certificates for which
credit enhancement is provided through subordination to receive distributions
with respect to the Mortgage Loans in the related Trust Estate will be
subordinated to such rights of the holders of the Senior Certificates of the
same Series to the extent described below, except as otherwise set forth in such
Prospectus Supplement. This subordination is intended to enhance the likelihood
of regular receipt by holders of Senior Certificates of the full amount of
scheduled monthly payments of principal and interest due them and to provide
limited protection to the holders of the Senior Certificates against losses due
to mortgagor defaults.
The protection afforded to the holders of Senior Certificates of a Series of
Certificates for which credit enhancement is provided through subordination by
the subordination feature described above will be effected by (i) the
preferential right of such holders to receive, prior to any distribution being
made in respect of the related Subordinated Certificates on each Distribution
Date, current distributions on the related Mortgage Loans of principal and
interest due them on each Distribution Date out of the funds available for
distribution on such date in the related Certificate Account, (ii) by the right
of such holders to receive future distributions on the Mortgage Loans that would
otherwise have been payable to the holders of Subordinated Certificates and/or
(iii) by the prior allocation to the Subordinated Certificates of all or a
portion of losses realized on the related Mortgage Loans.
Losses realized on liquidated Mortgage Loans (other than Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses as described
below) will be allocated to the holders of Subordinated Certificates through a
reduction of the amount of principal payments on the Mortgage Loans to which
such holders are entitled before any corresponding reduction is made in respect
of the Senior Certificate.
A "Special Hazard Loss" is a loss on a liquidated Mortgage Loan occurring as
a result of a hazard not insured against under a standard hazard insurance
policy of the type described herein under "The Trust Estates -- Mortgage Loans
- -- Insurance Policies." A "Fraud Loss" is a loss on a liquidated Mortgage Loan
as to which there was fraud in the origination of such Mortgage Loan. A
"Bankruptcy Loss" is a loss on a liquidated Mortgage Loan attributable to
certain actions which may be taken by a bankruptcy court in connection with a
Mortgage Loan, including a reduction by a bankruptcy court of the principal
balance of or the interest rate on a Mortgage Loan or an extension of its
maturity. Special
36
<PAGE>
Hazard Losses in excess of the amount specified in the applicable Prospectus
Supplement (the "Special Hazard Loss Amount") are "Excess Special Hazard
Losses." Fraud Losses in excess of the amount specified in the applicable
Prospectus Supplement (the "Fraud Loss Amount") are "Excess Fraud Losses."
Bankruptcy losses in excess of the amount specified in the applicable Prospectus
Supplement (the "Bankruptcy Loss Amount") are "Excess Bankruptcy Losses." Any
Excess Special Hazard Losses, Excess Fraud Losses or Excess Bankruptcy Losses
with respect to a Series will be allocated on a pro rata basis among the related
Classes of Senior and Subordinated Certificates. An allocation of a loss on a
"pro rata basis" among two or more Classes of Certificates means an allocation
on a pro rata basis to each such Class of Certificates on the basis of their
then-outstanding principal balances in the case of the principal portion of a
loss or based on the accrued interest thereon in the case of an interest portion
of a loss.
Since the amounts of the Special Hazard Loss Amount, Fraud Loss Amount and
Bankruptcy Loss Amount for a Series of Certificates are each expected to be less
than the amount of principal payments on the Mortgage Loans to which the holders
of the Subordinated Certificates of such Series are initially entitled (such
amount being subject to reduction, as described above, as a result of allocation
of losses on liquidated Mortgage Loans that are not Special Hazard Losses, Fraud
Losses or Bankruptcy Losses), the holders of Subordinated Certificates of such
Series will bear the risk of Special Hazard Losses, Fraud Losses and Bankruptcy
Losses to a lesser extent than they will bear other losses on liquidated
Mortgage Loans.
Although the subordination feature described above is intended to enhance
the likelihood of timely payment of principal and interest to the holders of
Senior Certificates, shortfalls could result in certain circumstances. For
example, a shortfall in the payment of principal otherwise due the holders of
Senior Certificates could occur if losses realized on the Mortgage Loans in a
Trust Estate were exceptionally high and were concentrated in a particular
month.
The holders of Subordinated Certificates will not be required to refund any
amounts previously properly distributed to them, regardless of whether there are
sufficient funds on a subsequent Distribution Date to make a full distribution
to holders of each Class of Senior Certificates of the same Series.
OTHER CREDIT ENHANCEMENT
In addition to, or in substitution for, the subordination discussed above,
credit enhancement may be provided with respect to any Series of Certificates in
any other manner which may be described in the applicable Prospectus Supplement,
including, but not limited to, credit enhancement through an alternative form of
subordination and/or one or more of the methods described below.
LIMITED GUARANTEE
If so specified in the Prospectus Supplement with respect to a Series of
Certificates, credit enhancement may be provided in the form of a limited
guarantee issued by a guarantor named therein.
FINANCIAL GUARANTY INSURANCE POLICY OR SURETY BOND
If so specified in the Prospectus Supplement with respect to a Series of
Certificates credit enhancement may be provided in the form of a financial
guaranty insurance policy or a surety bond issued by an insurer named therein.
LETTER OF CREDIT
Alternative credit support with respect to a Series of Certificates may be
provided by the issuance of a letter of credit by the bank or financial
institution specified in the applicable Prospectus Supplement. The coverage,
amount and frequency of any reduction in coverage provided by a letter of credit
issued with respect to a Series of Certificates will be set forth in the
Prospectus Supplement relating to such Series.
37
<PAGE>
POOL INSURANCE POLICIES
If so specified in the Prospectus Supplement relating to a Series of
Certificates, the Seller will obtain a pool insurance policy for the Mortgage
Loans in the related Trust Estate. The pool insurance policy will cover any loss
(subject to the limitations described in the applicable Prospectus Supplement)
by reason of default to the extent a related Mortgage Loan is not covered by any
primary mortgage insurance policy. The amount and principal terms of any such
coverage will be set forth in the Prospectus Supplement.
SPECIAL HAZARD INSURANCE POLICIES
If so specified in the applicable Prospectus Supplement, for each Series of
Certificates as to which a pool insurance policy is provided, the Seller will
also obtain a special hazard insurance policy for the related Trust Estate in
the amount set forth in such Prospectus Supplement. The special hazard insurance
policy will, subject to the limitations described in the applicable Prospectus
Supplement, protect against loss by reason of damage to Mortgaged Properties
caused by certain hazards not insured against under the standard form of hazard
insurance policy for the respective states in which the Mortgaged Properties are
located. The amount and principal terms of any such coverage will be set forth
in the Prospectus Supplement.
MORTGAGOR BANKRUPTCY BOND
If so specified in the applicable Prospectus Supplement, losses resulting
from a bankruptcy proceeding relating to a mortgagor affecting the Mortgage
Loans in a Trust Estate with respect to a Series of Certificates will be covered
under a mortgagor bankruptcy bond (or any other instrument that will not result
in a downgrading of the rating of the Certificates of a Series by the Rating
Agency or Rating Agencies that rated such Series). Any mortgagor bankruptcy bond
or such other instrument will provide for coverage in an amount meeting the
criteria of the Rating Agency or Rating Agencies rating the Certificates of the
related Series, which amount will be set forth in the applicable Prospectus
Supplement. The amount and principal terms of any such coverage will be set
forth in the Prospectus Supplement.
RESERVE FUND
If so specified in the applicable Prospectus Supplement, credit enhancement
with respect to a Series of Certificates may be provided by the establishment of
one or more reserve funds (each, a "Reserve Fund") for such Series.
The Reserve Fund for a Series may be funded (i) by the deposit therein of
cash, U.S. Treasury securities or instruments evidencing ownership of principal
or interest payments thereon, letters of credit, demand notes, certificates of
deposit or a combination thereof in the aggregate amount specified in the
applicable Prospectus Supplement, (ii) by the deposit therein from time to time
of certain amounts, as specified in the applicable Prospectus Supplement, to
which the certain Classes of Certificates would otherwise be entitled or (iii)
in such other manner as may be specified in the applicable Prospectus
Supplement.
CROSS SUPPORT
If specified in the applicable Prospectus Supplement, the beneficial
ownership of separate groups of Mortgage Loans included in a Trust Estate may be
evidenced by separate Classes of Certificates. In such case, credit support may
be provided by a cross support feature which requires that distributions be made
with respect to certain Classes from mortgage loan payments that would otherwise
be distributed to Subordinated Certificates evidencing a beneficial ownership
interest in other loan groups within the same Trust Estate. The applicable
Prospectus Supplement for a Series that includes a cross support feature will
describe the specific operation of any such cross support feature.
38
<PAGE>
PREPAYMENT AND YIELD CONSIDERATIONS
PASS-THROUGH RATES
Any Class of Certificates of a Series may have a fixed Pass-Through Rate, or
a Pass-Through Rate which varies based on changes in an index or based on
changes with respect to the underlying Mortgage Loans (such as, for example,
varying on the basis of changes in the weighted average Net Mortgage Interest
Rate of the underlying Mortgage Loans).
The Prospectus Supplement for each Series will specify the range and the
weighted average of the Mortgage Interest Rates and, if applicable, Net Mortgage
Interest Rates for the Mortgage Loans underlying such Series as of the Cut-Off
Date. If the Trust Estate includes adjustable-rate Mortgage Loans or includes
Mortgage Loans with different Net Mortgage Interest Rates, the weighted average
Net Mortgage Interest Rate may vary from time to time as set forth below. See
"The Trust Estates." The Prospectus Supplement for a Series will also specify
the initial weighted average Pass-Through Rate for each Class of Certificates of
such Series and will specify whether each such Pass-Through Rate is fixed or is
variable.
The Net Mortgage Interest Rate for any adjustable-rate Mortgage Loan will
change with any changes in the index specified in the applicable Prospectus
Supplement on which such Mortgage Interest Rate adjustments are based, subject
to any applicable periodic or aggregate caps or floors on the related Mortgage
Interest Rate. The weighted average Net Mortgage Interest Rate with respect to
any Series may vary due to changes in the Net Mortgage Interest Rates of
adjustable-rate Mortgage Loans, to the timing of the Mortgage Interest Rate
readjustments of such Mortgage Loans and to different rates of payment of
principal of fixed or adjustable-rate Mortgage Loans bearing different Mortgage
Interest Rates.
SCHEDULED DELAYS IN DISTRIBUTIONS
At the date of initial issuance of the Certificates of each Series offered
hereby, the initial purchasers of a Class of Certificates may be required to pay
accrued interest at the applicable Pass-Through Rate for such Class from the
Cut-Off Date for such Series to, but not including, the date of issuance. The
effective yield to Certificateholders will be below the yield otherwise produced
by the applicable Pass-Through Rate because the distribution of principal and
interest which is due on each Due Date will not be made until the 25th day (or
if such 25th day is not a business day, the business day immediately following
such 25th day) of the month in which such Due Date occurs (or until such other
Distribution Date specified in the applicable Prospectus Supplement).
EFFECT OF PRINCIPAL PREPAYMENTS
When a Mortgage Loan is prepaid in full, the mortgagor pays interest on the
amount prepaid only to the date of prepayment and not thereafter. Liquidation
Proceeds (as defined herein) and amounts received in settlement of insurance
claims are also likely to include interest only to the time of payment or
settlement. When a Mortgage Loan is prepaid in full or in part, an interest
shortfall may result depending on the timing of the receipt of the prepayment
and the timing of when those prepayments are passed through to
Certificateholders. To partially mitigate this reduction in yield, the
Underlying Servicing Agreements relating to a Series may provide, to the extent
specified in the applicable Prospectus Supplement, that with respect to certain
principal prepayments received on or, the Master Servicer will be obligated, on
or before each Distribution Date, to pay an amount equal to the lesser of (i)
the aggregate interest shortfall with respect to such Distribution Date
resulting from principal prepayments in full by mortgagors and (ii) the portion
of the Master Servicer's master servicing compensation for such Distribution
Date specified in the applicable Prospectus Supplement. No comparable interest
shortfall coverage will be provided by the Master Servicer with respect to
liquidations of any Mortgage Loans or partial principal payments. Any interest
shortfall arising from prepayments not so covered or from liquidations will be
covered by means of the subordination of the rights of Subordinated
Certificateholders or any other credit support arrangements.
39
<PAGE>
A lower rate of principal prepayments than anticipated would negatively
affect the total return to investors in any Certificates of a Series that are
offered at a discount to their principal amount and a higher rate of principal
prepayments than anticipated would negatively affect the total return to
investors in the Certificates of a Series that are offered at a premium to their
principal amount. The yield on Certificates that are entitled solely or
disproportionately to distributions of principal or interest may be particularly
sensitive to prepayment rates, and further information with respect to yield on
such Certificates will be included in the applicable Prospectus Supplement.
WEIGHTED AVERAGE LIFE OF CERTIFICATES
The Mortgage Loans may be prepaid in full or in part at any time. Mortgage
Loan generally will not provide for a prepayment penalty but may so provide if
indicated in the related Prospectus Supplement. Fixed rate Mortgage Loans
generally will contain due-on-sale clauses permitting the mortgagee to
accelerate the maturities of the Mortgage Loans upon conveyance of the related
Mortgaged Properties, and adjustable-rate Mortgage Loans generally will permit
creditworthy borrowers to assume the then-outstanding indebtedness on the
Mortgage Loans.
Prepayments on Mortgage Loans are commonly measured relative to a prepayment
standard or model. The Prospectus Supplement for each Series of Certificates may
describe one or more such prepayment standards or models and contain tables
setting forth the weighted average life of each Class and the percentage of the
original aggregate principal balance of each Class that would be outstanding on
specified Distribution Dates for such Series and the projected yields to
maturity on certain Classes thereof, in each case based on the assumptions
stated in such Prospectus Supplement, including assumptions that prepayments on
the Mortgage Loans are made at rates corresponding to various percentages of the
prepayment standard or model specified in such Prospectus Supplement.
There is no assurance that prepayment of the Mortgage Loans underlying a
Series of Certificates will conform to any level of the prepayment standard or
model specified in the applicable Prospectus Supplement. A number of factors,
including but not limited to homeowner mobility, economic conditions, natural
disasters, changes in mortgagors' housing needs, job transfers, unemployment or,
in the case of borrowers relying on commission income and self-employed
borrowers, significant fluctuations in income or adverse economic conditions,
mortgagors' net equity in the properties securing the mortgages, including the
use of second or "home equity" mortgage loans by mortgagors or the use of the
properties as second or vacation homes, servicing decisions, enforceability of
due-on-sale clauses, mortgage market interest rates, mortgage recording taxes,
competition among mortgage loan originators resulting in reduced refinancing
costs, reduction in documentation requirements and willingness to accept higher
loan-to-value ratios, and the availability of mortgage funds, may affect
prepayment experience. In general, however, if prevailing interest rates fall
below the Mortgage Interest Rates borne by the Mortgage Loans underlying a
Series of Certificates, the prepayment rates of such Mortgage Loans are likely
to be higher than if prevailing rates remain at or above the rates borne by such
Mortgage Loans. Conversely, if prevailing interest rates rise above the Mortgage
Interest Rates borne by the Mortgage Loans, the Mortgage Loans are likely to
experience a lower prepayment rate than if prevailing rates remain at or below
such Mortgage Interest Rates. However, there can be no assurance that
prepayments will rise or fall according to such changes in interest rates. It
should be noted that Certificates of a Series may evidence an interest in a
Trust Estate with different Mortgage Interest Rates. Accordingly, the prepayment
experience of such Certificates will to some extent be a function of the mix of
interest rates of the Mortgage Loans. In addition, the terms of the Underlying
Servicing Agreements will require the related Servicer to enforce any
due-on-sale clause to the extent it has knowledge of the conveyance or the
proposed conveyance of the underlying Mortgaged Property; provided, however,
that any enforcement action that the Servicer determines would jeopardize any
recovery under any related primary mortgage insurance policy will not be
required and provided, further, that the Servicer may permit the assumption of
defaulted Mortgage Loans. See "Servicing of the Mortgage Loans -- Enforcement of
Due-on-Sale Clauses; Realization Upon Defaulted Mortgage
40
<PAGE>
Loans" and "Certain Legal Aspects of the Mortgage Loans -- Due-On-Sale Clauses"
for a description of certain provisions of each Pooling and Servicing Agreement
and certain legal developments that may affect the prepayment experience on the
Mortgage Loans.
At the request of the mortgagor, a Servicer, including Norwest Mortgage, may
allow the refinancing of a Mortgage Loan in any Trust Estate serviced by such
Servicer by accepting prepayments thereon and permitting a new loan secured by a
Mortgage on the same property. Upon such refinancing, the new loan will not be
included in the Trust Estate. A mortgagor may be legally entitled to require the
Servicer to allow such a refinancing. Any such refinancing will have the same
effect as a prepayment in full of the related Mortgage Loan. In this regard a
Servicer may, from time to time, implement programs designed to encourage
refinancing through such Servicer, including but not limited to general or
targeted solicitations, or the offering of pre-approved applications, reduced
origination fees or closing costs, or other financial incentives. A Servicer may
also encourage refinancing of defaulted Mortgage Loans, including Mortgage Loans
that would permit creditworthy borrowers to assume the outstanding indebtedness.
The Seller will be obligated, under certain circumstances, to repurchase
certain of the Mortgage Loans. In addition, if specified in the applicable
Prospectus Supplement, the Pooling and Servicing Agreement will permit, but not
require, the Seller or Master Servicer, and the terms of certain insurance
policies relating to the Mortgage Loans may permit the applicable insurer, to
purchase any Mortgage Loan which is in default or as to which default is
reasonably foreseeable. The proceeds of any such purchase or repurchase will be
deposited in the related Certificate Account and such purchase or repurchase
will have the same effect as a prepayment in full of the related Mortgage Loan.
See "The Pooling and Servicing Agreement -- Assignment of Mortgage Loans to the
Trustee" and " -- Optional Purchases." In addition, if so specified in the
applicable Prospectus Supplement, the Master Servicer or another person
identified therein will have the option to purchase all, but not less than all,
of the Mortgage Loans in any Trust Estate under the limited conditions specified
in such Prospectus Supplement. For any Series of Certificates for which an
election has been made to treat the Trust Estate (or one or more segregated
pools of assets therein) as a REMIC, any such purchase or repurchase may be
effected only pursuant to a "qualified liquidation," as defined in Code Section
860F(a)(4)(A). See "The Pooling and Servicing Agreement -- Termination; Optional
Purchase of Mortgage Loans."
SERVICING OF THE MORTGAGE LOANS
The following is a summary of certain provisions of the forms of the
Underlying Servicing Agreement and the Pooling and Servicing Agreement that have
been filed as exhibits to the Registration Statement of which this Prospectus
forms a part. The summaries do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all of the provisions of
the Pooling and Servicing Agreement and Underlying Servicing Agreements for each
Series of Certificates and the applicable Prospectus Supplement.
THE MASTER SERVICER
The Master Servicer with respect to each Series of Certificates will be
Norwest Bank. See "Norwest Bank" above. The Master Servicer generally will (a)
be responsible under each Pooling and Servicing Agreement for providing general
administrative services for the Trust Estate for any such Series, including,
among other things, (i) for administering and supervising the performance by the
Servicers of their duties and responsibilities under the Underlying Servicing
Agreements, (ii) oversight of payments received on Mortgage Loans, (iii)
monitoring the amounts on deposit in various trust accounts, (iv) calculation of
the amounts payable to Certificateholders on each Distribution Date, (v)
preparation of periodic reports to the Trustee or the Certificateholders with
respect to the foregoing matters, (vi) preparation of federal and applicable
state and local tax and information returns; (vii) preparation of reports, if
any, required under the Securities and Exchange Act of 1934, as
41
<PAGE>
amended and (viii) performing certain of the servicing obligations of a
terminated Servicer as described below under "-- The Servicers"; (b) maintain
any mortgage pool insurance policy, mortgagor bankruptcy bond, special hazard
insurance policy or other form of credit support that may be required with
respect to any Series and (c) make advances of delinquent payments of principal
and interest on the Mortgage Loans to the limited extent described herein under
the heading "Servicing of Mortgage Loans -- Periodic Advances and Limitations
Thereon," if such amounts are not advanced by a Servicer (other than Norwest
Mortgage). The Master Servicer will also perform additional duties as described
in the applicable Pooling and Servicing Agreement. The Master Servicer will be
entitled to receive a portion of the interest payments on the Mortgage Loans
included in the Trust Estate for such a Series to cover its fees as Master
Servicer. The Master Servicer may subcontract with Norwest Mortgage or any other
entity the obligations of the Master Servicer under any Pooling and Servicing
Agreement. The Master Servicer will remain primarily liable for any such
contractor's performance in accordance with the applicable Pooling and Servicing
Agreement. The Master Servicer may be released from its obligations in certain
circumstances. See "Certain Matters Regarding the Master Servicer."
The Master Servicer will generally be required to pay all expenses incurred
in connection with the administration of the Trust Estate, including, without
limitation, fees or other amounts payable pursuant to any applicable agreement
for the provision of credit enhancement for such Series, the fees and
disbursements of the Trustee and any custodian, fees due to the independent
accountants and expenses incurred in connection with distributions and reports
to Certificateholders. Certain of these expenses may be reimbursable to the
Master Servicer pursuant to the terms of the applicable Pooling and Servicing
Agreement.
Each Prospectus Supplement relating to such a Series of Certificates will
contain information concerning recent delinquency, foreclosure and loan loss
experience on the mortgage loans included in Norwest Mortgage's servicing
portfolio which were originated or acquired by Norwest Mortgage for its own
account or for the account of its affiliates ("Program Loans"), and, if
available, on those Program Loans having payment terms generally similar to
those of the Mortgage Loans in the related Trust Estate. If the related Trust
Estate contains PHMC Mortgage Loans, the related Prospectus Supplement may
contain information concerning PHMC's delinquency, foreclosure and loans loss
experience prior to the PHMC Acquisition. Norwest Mortgage's total servicing
portfolio of Program Loans as of any date may include (and PHMC's servicing
portfolio included) loans having a variety of payment characteristics, including
adjustable rate mortgage loans and loans subject to subsidy agreements, and the
overall delinquency, foreclosure and loan loss experience of the Program Loans
(or PHMC-serviced mortgage loans) taken as a whole may differ from that of the
Mortgage Loans contained in any given Trust Estate and from that of mortgage
servicers generally.
THE SERVICERS
For each Series, Norwest Mortgage and, if specified in the applicable
Prospectus Supplement, one or more other Servicers will provide certain
customary servicing functions with respect to Mortgage Loans pursuant to
separate servicing agreements ("Underlying Servicing Agreements") with the
Seller or an affiliate thereof. The rights of the Seller or such affiliate under
the applicable Underlying Servicing Agreements in respect of the Mortgage Loans
included in the Trust Estate for any such Series will be assigned (directly or
indirectly) to the Trustee for such Series. The Servicers may be entitled to
withhold their Servicing Fees and certain other fees and charges from
remittances of payments received on Mortgage Loans serviced by them.
Each Servicer generally will be approved by FNMA or FHLMC as a servicer of
mortgage loans and must be approved by the Master Servicer. In determining
whether to approve a Servicer, the Master Servicer will review the credit of the
Servicer, including capitalization ratios, liquidity, profitability and other
similar items that indicate financial ability to perform its obligations. In
addition, the
42
<PAGE>
Master Servicer's mortgage servicing personnel will review the Servicer's
servicing record and evaluate the ability of the Servicer to conform with
required servicing procedures. Once a Servicer is approved, the Master Servicer
will continue to monitor on an annual basis the financial position and servicing
performance of the Servicer.
The duties to be performed by each Servicer include collection and
remittance of principal and interest payments on the Mortgage Loans,
administration of mortgage escrow accounts, collection of insurance claims,
foreclosure procedures, and, if necessary, the advance of funds to the extent
certain payments are not made by the mortgagor and have not been determined by
the Servicer to be not recoverable under the applicable insurance policies with
respect to such Series, from proceeds of liquidation of such Mortgage Loans or
otherwise. Each Servicer also will provide such accounting and reporting
services as are necessary to enable the Master Servicer to provide required
information to the Trustee with respect to the Mortgage Loans included in the
Trust Estate for such Series. Each Servicer is entitled to a periodic Servicing
Fee equal to a specified percentage of the outstanding principal balance of each
Mortgage Loan serviced by such Servicer. With the consent of the Master
Servicer, any of the servicing obligations of a Servicer may be delegated to
another person approved by the Master Servicer. In addition, certain limited
duties of a Servicer may be delegated without consent.
The Trustee, or if so provided in the applicable Servicing Agreement, the
Master Servicer, may terminate a Servicer who has failed to comply with its
covenants or breached one of its representations contained in the Underlying
Servicing Agreement or in certain other circumstances. Upon termination of a
Servicer by the Master Servicer, the Master Servicer will assume certain
servicing obligations of the terminated Servicer, or, at its option, may appoint
a substitute Servicer acceptable to the Trustee (which substitute Servicer may
be Norwest Mortgage) to assume the servicing obligations of the terminated
Servicer. The Master Servicer's obligations to act as a servicer following the
termination of an Underlying Servicing Agreement will not, however, require the
Master Servicer to (i) purchase a Mortgage Loan from the Trust Estate due to a
breach by such Servicer of a representation or warranty in respect of such
Mortgage Loan or (ii) with respect to a default by Norwest Mortgage as Servicer,
advance payments of principal and interest on a delinquent Mortgage Loan.
PAYMENTS ON MORTGAGE LOANS
The Master Servicer will, as to each Series of Certificates, establish and
maintain a separate trust account in the name of the Trustee (the "Certificate
Account"). Such account may be established at Norwest Bank or an affiliate
thereof. Each such account must be maintained with a depository institution
("Depository") either (i) whose long-term debt obligations (or, in the case of a
depository institution which is part of a holding company structure, the
long-term debt obligations of such parent holding company) are, at the time of
any deposit therein rated in at least one of the two highest rating categories
by each nationally recognized statistical rating organization that rated the
related Series of Certificates, or (ii) that is otherwise acceptable to the
Rating Agency or Rating Agencies rating the Certificates of such Series and, if
a REMIC election has been made, that would not cause the related Trust Estate
(or one or more segregated pools of assets therein) to fail to qualify as a
REMIC. To the extent that the portion of funds deposited in the Certificate
Account at any time exceeds the limit of insurance coverage established by the
Federal Deposit Insurance Corporation (the "FDIC"), such excess will be subject
to loss in the event of the failure of the Depository. Such insurance coverage
will be based on the number of holders of Certificates, rather than the number
of underlying mortgagors. Holders of the Subordinated Certificates of a Series
will bear any such loss up to the amount of principal payments on the related
Mortgage Loans to which such holders are entitled.
Pursuant to the applicable Underlying Servicing Agreements with respect to a
Series, each Servicer will be required to establish and maintain one or more
accounts (collectively, the "Servicer Custodial Account") into which the
Servicer will be required to deposit on a daily basis amounts received with
respect to Mortgage Loans serviced by such Servicer included in the Trust Estate
for such Series, as more fully described below. Each Servicer Custodial Account
must be a separate custodial account insured to the available limits by the FDIC
and limited to funds held with respect to a particular Series, unless the
Underlying Servicing Agreement specifies that a Servicer may establish
43
<PAGE>
an account which is an eligible account meeting the requirements of the
applicable Rating Agencies (an "Eligible Custodial Account") to serve as a
unitary Servicer Custodial Account both for such Series and for other Series of
Certificates for which Norwest Bank is the Master Servicer and having the same
financial institution acting as Trustee and to be maintained in the name of such
financial institution, in its respective capacities as Trustee for each such
Series.
Each Servicer will be required to deposit in the Certificate Account for
each Series of Certificates on the date the Certificates are issued any amounts
representing scheduled payments of principal and interest on the Mortgage Loans
serviced by such Servicer due after the applicable Cut-Off Date but received on
or prior thereto, and except as specified in the applicable Pooling and
Servicing Agreement or Underlying Servicing Agreement, will deposit in the
Servicer Custodial Account on receipt and, thereafter, not later than the 24th
calendar day of each month or such earlier day as may be specified in the
Underlying Servicing Agreement (the "Remittance Date"), will remit to the Master
Servicer for deposit in the Certificate Account, the following payments and
collections received or made by such Servicer with respect to the Mortgage Loans
serviced by such Servicer subsequent to the applicable Cut-Off Date (other than
(x) payments due on or before the Cut-Off Date and (y) amounts held for future
distribution):
(i)
all payments on account of principal, including prepayments, and
interest;
(ii)
all amounts received by the Servicer 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 defaulted Mortgage Loans received from the
mortgagor other than amounts required to be paid to the mortgagor pursuant
to the terms of the applicable Mortgage Loan or otherwise pursuant to law
("Liquidation Proceeds") less, to the extent permitted under the applicable
Underlying Servicing Agreement, the amount of any expenses incurred in
connection with the liquidation of such Mortgage Loans;
(iii)
all proceeds received by the Servicer under any title, hazard or
other insurance policy covering any such Mortgage Loan, other than
proceeds to be applied to the restoration or repair of the property subject
to the related Mortgage or released to the mortgagor in accordance with the
Underlying Servicing Agreement;
(iv)
all Periodic Advances made by the Servicer;
(v)
all amounts withdrawn from Buy-Down Funds or Subsidy Funds, if any,
with respect to such Mortgage Loans, in accordance with the terms of
the respective agreements applicable thereto;
(vi)
all proceeds of any such Mortgage Loans or property acquired in
respect thereof purchased or repurchased pursuant to the Pooling and
Servicing Agreement or the Underlying Servicing Agreement; and
(vii)
all other amounts required to be deposited therein pursuant to the
applicable Pooling and Servicing Agreement or the Underlying
Servicing Agreement.
Notwithstanding the foregoing, if at any time the sums in (x) any Servicer
Custodial Account, other than any Eligible Custodial Account, exceed $100,000 or
(y) any such Servicer Custodial Account, in certain circumstances, exceed such
amount less than $100,000 as shall have been specified by the Master Servicer,
the Servicer will be required within one business day to withdraw such excess
funds from such account and remit such amounts to the Certificate Account.
Notwithstanding the foregoing, each Servicer will be entitled, at its
election, either (a) to withhold and pay itself the applicable Servicing Fee
from any payment or other recovery on account of interest as received and prior
to deposit in the Servicer Custodial Account or (b) to withdraw from the
Servicer Custodial Account the applicable Servicing Fee after the entire payment
or recovery has been deposited in such account.
44
<PAGE>
The Master Servicer or Trustee will deposit in the Certificate Account any
Periodic Advances made by the Master Servicer or Trustee in the event of a
Servicer default not later than the Distribution Date on which such amounts are
required to be distributed. All other amounts will be deposited in the
Certificate Account not later than the business day next following the day of
receipt and posting by the Master Servicer. On or before each Distribution Date,
the Master Servicer will withdraw from the Certificate Account and remit to the
Trustee for distribution to Certificateholders all amounts allocable to the Pool
Distribution Amount for such Distribution Date.
If a Servicer, the Master Servicer or the Trustee deposits in the
Certificate Account for a Series any amount not required to be deposited
therein, the Master Servicer may at any time withdraw such amount from such
account for itself or for remittance to such Servicer or the Trustee, as
applicable. Funds on deposit in the Certificate Account may be invested in
certain investments acceptable to the Rating Agencies ("Eligible Investments")
maturing in general not later than the business day preceding the next
Distribution Date. In the event that an election has been made to treat the
Trust Estate (or one or more segregated pools of assets therein) with respect to
a Series as a REMIC, 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 (or segregated pool of assets) to be subject to the
tax on "prohibited transactions" imposed by Code Section 860F(a)(1), otherwise
subject the Trust Estate (or segregated pool of assets) to tax, or cause the
Trust Estate (or any segregated pool of assets) to fail to qualify as a REMIC
while any Certificates of the Series are outstanding. Except as otherwise
specified in the applicable Prospectus Supplement, all income and gain realized
from any such investment will be for the account of the Master Servicer as
additional compensation and all losses from any such investment will be
deposited by the Master Servicer out of its own funds to the Certificate Account
immediately as realized.
The Master Servicer is permitted, from time to time, to make withdrawals
from the Certificate Account for the following purposes, to the extent permitted
in the applicable Pooling and Servicing Agreement (and, in the case of Servicer
reimbursements by the Master Servicer, only to the extent funds in the
respective Servicer Custodial Account are not sufficient therefor):
(i)
to reimburse the Master Servicer, the Trustee or any Servicer for
Advances;
(ii)
to reimburse any Servicer for liquidation expenses and for amounts
expended by itself or any Servicer, as applicable, in connection with
the restoration of damaged property;
(iii)
to pay to itself the applicable Master Servicing Fee and any other
amounts constituting additional master servicing compensation, to pay
the Trustee the applicable Trustee Fee, to pay any other fees described in
the applicable Prospectus Supplement; and to pay to the owner thereof any
Fixed Retained Yield;
(iv)
to reimburse itself or any Servicer for certain expenses (including
taxes paid on behalf of the Trust Estate) incurred by and recoverable
by or reimbursable to itself or the Servicer, as applicable;
(v)
to pay to the Seller, a Servicer or itself with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased by the Seller or purchased by a Servicer or the Master Servicer
all amounts received thereon and not distributed as of the date as of which
the purchase price of such Mortgage Loan was determined;
(vi)
to pay to itself any interest earned on or investment income earned
with respect to funds in the Certificate Account (all such interest
or income to be withdrawn not later than the next Distribution Date);
45
<PAGE>
(vii)
to pay to itself, the Servicer and the Trustee from net Liquidation
Proceeds allocable to interest, the amount of any unpaid Master
Servicing Fee, Servicing Fees or Trustee Fees and any unpaid assumption
fees, late payment charges or other mortgagor charges on the related
Mortgage Loan;
(viii)
to withdraw from the Certificate Account any amount deposited in such
account that was not required to be deposited therein; and
(ix)
to clear and terminate the Certificate Account.
The Master Servicer will be authorized to appoint a paying agent (the
"Paying Agent") to make distributions, as agent for the Master Servicer, to
Certificateholders of a Series. If the Paying Agent for a Series is the Trustee
of such Series, such Paying Agent will be authorized to make withdrawals from
the Certificate Account in order to make distributions to Certificateholders. If
the Paying Agent for a Series is not the Trustee for such Series, the Master
Servicer will, on each Distribution Date, deposit in immediately available funds
in an account designated by any such Paying Agent the amount required to be
distributed to the Certificateholders on such Distribution Date.
The Master Servicer will cause any Paying Agent that is not the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
agrees with the Trustee that such Paying Agent will:
(1) hold all amounts deposited with 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 provided in the applicable Pooling and Servicing
Agreement;
(2) give the Trustee notice of any default by the Master Servicer in the
making of such deposit; and
(3) at any time during the continuance of any such default, upon written
request to the Trustee, forthwith pay to the Trustee all amounts held
in trust by such Paying Agent.
PERIODIC ADVANCES AND LIMITATIONS THEREON
Generally each Servicer will be required to make (i) Periodic Advances to
cover delinquent payments of principal and interest on such Mortgage Loan and
(ii) other advances of cash ("Other Advances" and, collectively with Periodic
Advances, "Advances") to cover (x) delinquent payments of taxes, insurance
premiums, and other escrowed items and (y) rehabilitation expenses and
foreclosure costs, including reasonable attorneys' fees, in either case unless
such Servicer has determined that any subsequent payments on that Mortgage Loan
or from the borrower will ultimately not be available to reimburse such Servicer
for such amounts. The failure of the Servicer to make any required Periodic
Advances or Other Advances under an Underlying Servicing Agreement constitutes a
default under such agreement for which the Servicer will be terminated. Upon
default by a Servicer, other than Norwest Mortgage, the Master Servicer may, and
upon default by Norwest Mortgage the Trustee may, in each case if so provided in
the Pooling and Servicing Agreement, be required to make Periodic Advances to
the extent necessary to make required distributions on certain Certificates or
certain Other Advances, provided that the Master Servicer or Trustee, as
applicable, determines that funds will ultimately be available to reimburse it.
In the case of Certificates of any Series for which credit enhancement is
provided in the form of a mortgage pool insurance policy, the Seller may obtain
an endorsement to the mortgage pool insurance policy which obligates the Pool
Insurer to advance delinquent payments of principal and interest. The Pool
Insurer would only be obligated under such endorsement to the extent the
mortgagor fails to make such payment and the Master Servicer or Trustee fails to
make a required advance.
The advance obligation of the Master Servicer and Trustee may be further
limited to an amount specified by the Rating Agency rating the Certificates. Any
such Periodic Advances by the Servicers or the Master Servicer or Trustee, as
the case may be, must be deposited into the applicable Servicer
46
<PAGE>
Custodial Account or the Certificate Account and will be due no later than the
business day before the Distribution Date to which such delinquent payment
relates. Advances by the Servicers or the Master Servicer or Trustee, as the
case may be, will be reimbursable out of insurance proceeds or Liquidation
Proceeds of, or, except for Other Advances, future payments on, the Mortgage
Loans for which such amounts were advanced. If an Advance made by a Servicer,
the Master Servicer or the Trustee later proves, or is deemed by the Master
Servicer or the Trustee, to be unrecoverable, such Servicer, the Master Servicer
or the Trustee, as the case may be, will be entitled to reimbursement from funds
in the Certificate Account prior to the distribution of payments to the
Certificateholders to the extent provided in the Pooling and Servicing
Agreement.
Any Periodic Advances made by a Servicer, the Master Servicer or the Trustee
with respect to Mortgage Loans included in the Trust Estate for any Series are
intended to enable the Trustee to make timely payment of the scheduled
distributions of principal and interest on the Certificates of such Series.
However, neither the Master Servicer, the Trustee, any Servicer nor any other
person will, except as otherwise specified in the applicable Prospectus
Supplement, insure or guarantee the Certificates of any Series or the Mortgage
Loans included in the Trust Estate for any Certificates.
COLLECTION AND OTHER SERVICING PROCEDURES
Each Servicer will be required by the related Underlying Servicing Agreement
to make reasonable efforts to collect all payments called for under the Mortgage
Loans and, consistent with the applicable Underlying Servicing Agreement and any
applicable agreement governing any form of credit enhancement, to follow such
collection procedures as it follows with respect to mortgage loans serviced by
it that are comparable to the Mortgage Loans. Consistent with the above, the
Servicer may, in its discretion, (i) waive any prepayment charge, assumption
fee, late payment charge or any other charge in connection with the prepayment
of a Mortgage Loan and (ii) arrange with a mortgagor a schedule for the
liquidation of deficiencies running for not more than 180 days (or such longer
period to which the Master Servicer and any applicable Pool Insurer or primary
mortgage insurer have consented) after the applicable Due Date.
Under each Underlying Servicing Agreement, each Servicer, to the extent
permitted by law, will establish and maintain one or more escrow accounts (each
such account, a "Servicing Account") in which each such Servicer will be
required to deposit any payments made by mortgagors in advance for taxes,
assessments, primary mortgage (if applicable) and hazard insurance premiums and
other similar items. Withdrawals from the Servicing Account may be made to
effect timely payment of taxes, assessments, mortgage and hazard insurance, to
refund to mortgagors amounts determined to be overages, to pay interest to
mortgagors on balances in the Servicing Account, if required, and to clear and
terminate such account. Each Servicer will be responsible for the administration
of its Servicing Account. A Servicer will be obligated to advance certain
amounts which are not timely paid by the mortgagors, to the extent that it
determines, in good faith, that they will be recoverable out of insurance
proceeds, liquidation proceeds, or otherwise. Alternatively, in lieu of
establishing a Servicing Account, a Servicer may procure a performance bond or
other form of insurance coverage, in an amount acceptable to the Master Servicer
and each Rating Agency rating the related Series of Certificates, covering loss
occasioned by the failure to escrow such amounts.
ENFORCEMENT OF DUE-ON-SALE CLAUSES; REALIZATION UPON DEFAULTED MORTGAGE LOANS
With respect to each Mortgage Loan having a fixed interest rate, the
applicable Underlying Servicing Agreement will generally provide that, when any
Mortgaged Property is about to be conveyed by the mortgagor, the Servicer will,
to the extent it has knowledge of such prospective conveyance, exercise its
rights to accelerate the maturity of such Mortgage Loan under the "due-on-sale"
clause applicable thereto, if any, unless it is not exercisable under applicable
law or if such exercise would result in loss of insurance coverage with respect
to such Mortgage Loan or would, in the Servicer's judgment, be reasonably likely
to result in litigation by the mortgagor and such Servicer has not obtained the
Master Servicer's consent to such exercise. In either case, the Servicer is
authorized to take or enter into an assumption and modification agreement from
or with the person to whom such
47
<PAGE>
Mortgaged Property has been or is about to be conveyed, pursuant to which such
person becomes liable under the Mortgage Note and, unless prohibited by
applicable state law, the mortgagor remains liable thereon, provided that the
Mortgage Loan will continue to be covered by any pool insurance policy and any
related primary mortgage insurance policy and the Mortgage Interest Rate with
respect to such Mortgage Loan and the payment terms shall remain unchanged. The
Servicer will also be authorized, with the prior approval of the pool insurer
and the primary mortgage insurer, if any, to enter into a substitution of
liability agreement with such person, pursuant to which the original mortgagor
is released from liability and such person is substituted as mortgagor and
becomes liable under the Mortgage Note.
Each Underlying Servicing Agreement and Pooling and Servicing Agreement with
respect to a Series will require the Servicer or the Master Servicer, as the
case may be, to present claims to the insurer under any insurance policy
applicable to the Mortgage Loans included in the Trust Estate for such Series
and to take such reasonable steps as are necessary to permit recovery under such
insurance policies with respect to defaulted Mortgage Loans, or losses on the
Mortgaged Property securing the Mortgage Loans.
Each Servicer is obligated under the applicable Underlying Servicing
Agreement for each Series to realize upon defaulted Mortgage Loans in accordance
with its normal servicing practices, which will conform generally to those of
prudent mortgage lending institutions which service mortgage loans of the same
type in the same jurisdictions. Notwithstanding the foregoing, the Servicer is
authorized under the applicable Underlying Servicing Agreement to permit the
assumption of a defaulted Mortgage Loan rather than to foreclose or accept a
deed-in-lieu of foreclosure if, in the Servicer's judgment, the default is
unlikely to be cured and the assuming borrower meets Norwest Mortgage's
applicable underwriting guidelines. In connection with any such assumption, the
Mortgage Interest Rate and the payment terms of the related Mortgage Note will
not be changed. Each Servicer may also, with the consent of the Master Servicer,
modify the payment terms of Mortgage Loans that are in default, or as to which
default is reasonably foreseeable, that remain in the Trust Estate rather than
foreclose on such Mortgage Loans; provided that no such modification shall
forgive principal owing under such Mortgage Loan or permanently reduce the
interest rate on such Mortgage Loan. Any such modification will be made only
upon the determination by the Servicer and the Master Servicer that such
modification is likely to increase the proceeds of such Mortgage Loan over the
amount expected to be collected pursuant to foreclosure. See also "The Pooling
and Servicing Agreement -- Optional Purchases," above, with respect to the
Seller's right to repurchase Mortgage Loans that are in default, or as to which
default is reasonably foreseeable. Further, a Servicer may encourage the
refinancing of such defaulted Mortgage Loans, including Mortgage Loans that
would permit creditworthy borrowers to assume the outstanding indebtedness.
In the case of foreclosure or of damage to a Mortgaged Property from an
uninsured cause, the Servicer will not be required to expend its own funds to
foreclose or restore any damaged property, unless it reasonably determines (i)
that such foreclosure or restoration will increase the proceeds to
Certificateholders of such Series of liquidation of the Mortgage Loan after
reimbursement to the related Servicer for its expenses and (ii) that such
expenses will be recoverable to it through Liquidation Proceeds or any
applicable insurance policy in respect of such Mortgage Loan. In the event that
Servicer has expended its own funds for foreclosure or to restore damaged
property, it will be entitled to be reimbursed from the Certificate Account for
such Series an amount equal to all costs and expenses incurred by it.
Norwest Mortgage will not be obligated to, and any other Servicer will not
(except with the express written approval of the Master Servicer), foreclose on
any Mortgaged Property which it believes may be contaminated with or affected by
hazardous wastes or hazardous substances. See "Certain Legal Aspects of the
Mortgage Loans -- Environmental Considerations." If a Servicer does not
foreclose on a Mortgaged Property, the Certificateholders of the related Series
may experience a loss on the related Mortgage Loan. A Servicer will not be
liable to the Certificateholders if it fails to foreclose on a Mortgaged
Property which it believes may be so contaminated or affected, even if such
48
<PAGE>
Mortgaged Property is, in fact, not so contaminated or affected. Conversely, a
Servicer will not be liable to the Certificateholders if, based on its belief
that no such contamination or effect exists, the Servicer forecloses on a
Mortgaged Property and takes title to such Mortgaged Property, and thereafter
such Mortgaged Property is determined to be so contaminated or affected.
The Servicer may foreclose against property securing a defaulted Mortgage
Loan either by foreclosure, by sale or by strict foreclosure and in the event a
deficiency judgment is available against the mortgagor or other person (see
"Certain Legal Aspects of the Mortgage Loans -- Anti-Deficiency Legislation and
Other Limitations on Lenders" for a discussion of the availability of deficiency
judgments), may proceed for the deficiency. It is anticipated that in most cases
the Servicer will not seek deficiency judgments, and will not be required under
the applicable Underlying Servicing Agreement to seek deficiency judgments. In
lieu of foreclosure, each Servicer may arrange for the sale by the borrower of
the Mortgaged Property related to a defaulted Mortgage Loan to a third party,
rather than foreclosing upon and selling such Mortgaged Property.
With respect to a Trust Estate (or any segregated pool of assets therein) as
to which a REMIC election has been made, if the Trustee acquires ownership of
any Mortgaged Property as a result of a default or reasonably foreseeable
default of any Mortgage Loan secured by such Mortgaged Property, the Trustee or
Master Servicer will be required to dispose of such property within two years
following its acquisition by the Trust Estate unless the Trustee (a) receives an
opinion of counsel to the effect that the holding of the Mortgaged Property by
the Trust Estate will not cause the Trust Estate to be subject to the tax on
"prohibited transactions" imposed by Code Section 860F(a)(1) or cause the Trust
Estate (or any segregated pool of assets therein as to which one or more REMIC
elections have been made or will be made) to fail to qualify as a REMIC or (b)
applies for and is granted an extension of the two-year period in the manner
contemplated by Code Section 856(e)(3). The Servicer also will be required to
administer the Mortgaged Property in a manner which does not cause the Mortgaged
Property to fail to qualify as "foreclosure property" within the meaning of Code
Section 860G(a)(8) or result in the receipt by the Trust Estate of any "net
income from foreclosure property" within the meaning of Code Section 860G(c)(2),
respectively. In general, this would preclude the holding of the Mortgaged
Property by a party acting as a dealer in such property or the receipt of rental
income based on the profits of the lessee of such property. See "Certain Federal
Income Tax Consequences."
INSURANCE POLICIES
Each Underlying Servicing Agreement will require the related Servicer to
cause to be maintained for each Mortgage Loan a standard hazard insurance policy
issued by a generally acceptable insurer insuring the improvements on the
Mortgaged Property underlying such Mortgage Loan against loss by fire, with
extended coverage (a "Standard Hazard Insurance Policy"). The Underlying
Servicing Agreements will require that such Standard Hazard Insurance Policy be
in an amount at least equal to the lesser of 100% of the insurable value of the
improvements on the Mortgaged Property or the principal balance of such Mortgage
Loan; provided, however, that such insurance may not be less than the minimum
amount required to fully compensate for any damage or loss on a replacement cost
basis. Each Servicer will also maintain on property acquired upon foreclosure,
or deed in lieu of foreclosure, of any Mortgage Loan, a Standard Hazard
Insurance Policy in an amount that is at least equal to the lesser of 100% of
the insurable value of the improvements which are a part of such property or the
principal balance of such Mortgage Loan plus accrued interest and liquidation
expenses; provided, however, that such insurance may not be less than the
minimum amount required to fully compensate for any damage or loss on a
replacement cost basis. Any amounts collected under any such policies (other
than amounts to be applied to the restoration or repair of the Mortgaged
Property or released to the borrower in accordance with normal servicing
procedures) will be deposited in the Servicer Custodial Account for remittance
to the Certificate Account by a Servicer.
The Standard Hazard Insurance Policies covering the Mortgage Loans generally
will cover physical damage to, or destruction of, the improvements on the
Mortgaged Property caused by fire, lightning, explosion, smoke, windstorm, hail,
riot, strike and civil commotion, subject to the conditions and exclusions
particularized in each policy. Because the Standard Hazard Insurance Policies
49
<PAGE>
relating to such Mortgage Loans will be underwritten by different insurers and
will cover Mortgaged Properties located in various states, such policies will
not contain identical terms and conditions. The most significant terms thereof,
however, generally will be determined by state law and generally will be
similar. Most such policies typically will not cover any physical damage
resulting from the following: war, revolution, governmental actions, floods and
other water-related causes, earth movement (including earthquakes, landslides
and mudflows), nuclear reaction, wet or dry rot, vermin, rodents, insects or
domestic animals, hazardous wastes or hazardous substances, theft and, in
certain cases, vandalism. The foregoing list is merely indicative of certain
kinds of uninsured risks and is not all-inclusive.
In general, if the improvements on a Mortgaged Property are located in an
area identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards (and such flood insurance has been made
available) each Underlying Servicing Agreement will require the related Servicer
to cause to be maintained a flood insurance policy meeting the requirements of
the current guidelines of the Federal Insurance Administration with a generally
acceptable insurance carrier. Generally, the Underlying Servicing Agreement will
require that such flood insurance be in an amount not less than the least of (i)
the outstanding principal balance of the Mortgage Loan, (ii) the full insurable
value of the improvements, or (iii) the maximum amount of insurance which is
available under the Flood Disaster Protection Act of 1973, as amended. Norwest
Mortgage does not provide financing for flood zone properties located in
communities not participating in the National Flood Insurance Program or if
available insurance coverage is, in its judgment, unrealistically low.
Each Servicer may maintain a blanket policy insuring against hazard losses
on all of the Mortgaged Properties in lieu of maintaining the required Standard
Hazard Insurance Policies and may maintain a blanket policy insuring against
special hazards in lieu of maintaining any required flood insurance. Each
Servicer will be liable for the amount of any deductible under a blanket policy
if such amount would have been covered by a required Standard Hazard Insurance
Policy or flood insurance, had it been maintained.
Any losses incurred with respect to Mortgage Loans due to uninsured risks
(including earthquakes, mudflows, floods and hazardous wastes or hazardous
substances) or insufficient hazard insurance proceeds will adversely affect
distributions to the Certificateholders.
FIXED RETAINED YIELD, SERVICING COMPENSATION AND PAYMENT OF EXPENSES
Fixed Retained Yield with respect to any Mortgage Loan is that portion, if
any, of interest at the Mortgage Interest Rate that is not included in the
related Trust Estate. The Prospectus Supplement for a Series will specify
whether there is any Fixed Retained Yield with respect to the Mortgage Loans of
such Series. If so, the Fixed Retained Yield will be established on a
loan-by-loan basis and will be specified in the schedule of Mortgage Loans
attached as an exhibit to the applicable Pooling and Servicing Agreement.
Norwest Mortgage as Servicer may deduct the Fixed Retained Yield from mortgagor
payments as received or deposit such payments in the Servicer Custodial Account
or Certificate Account for such Series and then either withdraw the Fixed
Retained Yield from the Servicer Custodial Account or Certificate Account or
request the Master Servicer to withdraw the Fixed Retained Yield from the
Certificate Account for remittance to Norwest Mortgage. In the case of any Fixed
Retained Yield with respect to Mortgage Loans serviced by a Servicer other than
Norwest Mortgage, the Master Servicer will make withdrawals from the Certificate
Account for the purpose of remittances to Norwest Mortgage as owner of the Fixed
Retained Yield. Notwithstanding the foregoing, with respect to any payment of
interest received by Norwest Mortgage as Servicer relating to 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, the owner of the Fixed Retained Yield with
respect to such Mortgage Loan will bear a ratable share of such interest
shortfall.
For each Series of Certificates, each Servicer will be entitled to be paid
the Servicing Fee on the related Mortgage Loans serviced by such Servicer until
termination of the applicable Underlying
50
<PAGE>
Servicing Agreement. A Servicer, at its election, will pay itself the Servicing
Fee for a Series with respect to each Mortgage Loan by (a) withholding the
Servicing Fee from any scheduled payment of interest prior to deposit of such
payment in the Servicer Custodial Account for such Series or (b) withdrawing the
Servicing Fee from the Servicer Custodial Account after the entire interest
payment has been deposited in such account. A Servicer may also pay itself out
of the Liquidation Proceeds of a Mortgage Loan or other recoveries with respect
thereto, or withdraw from the Servicer Custodial Account or request the Master
Servicer to withdraw from the Certificate Account for remittance to the Servicer
such amounts after the deposit thereof in such accounts, or if such Liquidation
Proceeds or other recoveries are insufficient, from Net Foreclosure Profits with
respect to the related Distribution Date the Servicing Fee in respect of such
Mortgage Loan to the extent provided in the applicable Pooling and Servicing
Agreement. The Servicing Fee or the range of Servicing Fees with respect to the
Mortgage Loans underlying the Certificates of a Series will be specified in the
applicable Prospectus Supplement. Additional servicing compensation in the form
of prepayment charges, assumption fees, late payment charges or otherwise will
be retained by the Servicers.
Each Servicer will pay all expenses incurred in connection with the
servicing of the Mortgage Loans serviced by such Servicer underlying a Series,
including, without limitation, payment of the hazard insurance policy premiums.
The Servicer will be entitled, in certain circumstances, to reimbursement from
the Certificate Account of Periodic Advances, of Other Advances made by it to
pay taxes, insurance premiums and similar items with respect to any Mortgaged
Property or for expenditures incurred by it in connection with the restoration,
foreclosure or liquidation of any Mortgaged Property (to the extent of
Liquidation Proceeds or insurance policy proceeds in respect of such Mortgaged
Property) and of certain losses against which it is indemnified by the Trust
Estate.
As set forth in the preceding paragraph, a Servicer may be entitled to
reimbursement for certain expenses incurred by it, and payment of additional
fees for certain extraordinary services rendered by it (provided that such fees
do not exceed those which would be charged by third parties for similar
services) in connection with the liquidation of defaulted Mortgage Loans and
related Mortgaged Properties. In the event that claims are either not made or
are not fully paid from any applicable form of credit enhancement, the related
Trust Estate will suffer a loss to the extent that Liquidation Proceeds, after
reimbursement of the Servicing Fee and the expenses of the Servicer, are less
than the principal balance of the related Mortgage Loan.
EVIDENCE AS TO COMPLIANCE
Each Servicer will deliver annually to the Trustee or Master Servicer, as
applicable, on or before the date specified in the applicable Underlying
Servicing Agreement, an Officer's Certificate stating that (i) a review of the
activities of such Servicer during the preceding calendar year and of
performance under the applicable Underlying Servicing Agreement has been made
under the supervision of such officer, and (ii) to the best of such officer's
knowledge, based on such review, such Servicer has fulfilled all its obligations
under the applicable Underlying Servicing Agreement throughout such year, or, if
there has been a default in the fulfillment of any such obligation, specifying
each such default known to such officer and the nature and status thereof. Such
Officer's Certificate shall be accompanied by a statement of a firm of
independent public accountants to the effect that, on the basis of an
examination of certain documents and records relating to a random sample of the
mortgage loans being serviced by such Servicer pursuant to such Underlying
Servicing Agreement and/or other similar agreements, conducted substantially in
compliance with the Uniform Single Audit Program for Mortgage Bankers, the
servicing of such mortgage loans was conducted in compliance with the provisions
of the applicable Underlying Servicing Agreement and other similar agreements,
except for (i) such exceptions as such firm believes to be immaterial and (ii)
such other exceptions as are set forth in such statement.
The Master Servicer will deliver annually to the Trustee, on or before the
date specified in the applicable Pooling and Servicing Agreement, an Officer's
Certificate stating that such officer has
51
<PAGE>
received, with respect to each Servicer, the Officer's Certificate and
accountant's statement described in the preceding paragraph, and, that on the
basis of such officer's review of such information, each Servicer has fulfilled
all its obligations under the applicable Underlying Servicing Agreement
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof.
CERTAIN MATTERS REGARDING THE MASTER SERVICER
The Master Servicer may not resign from its obligations and duties under the
Pooling and Servicing Agreement for each Series without the consent of the
Trustee, except upon its determination that its duties thereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities of a type and nature carried on by it.
No such resignation will become effective until the Trustee for such Series or a
successor master servicer has assumed the Master Servicer's obligations and
duties under the Pooling and Servicing Agreement. If the Master Servicer resigns
for any of the foregoing reasons and the Trustee is unable or unwilling to
assume responsibility for its duties under the Pooling and Servicing Agreement,
it may appoint another institution to so act as described under "The Pooling and
Servicing Agreement -- Rights Upon Event of Default" below.
The Pooling and Servicing Agreement will also provide that neither the
Master Servicer nor any subcontractor, nor any partner, director, officer,
employee or agent of any of them, will be under any liability to the Trust
Estate or the Certificateholders, for the taking of any action or for refraining
from the taking of any action in good faith pursuant to the Pooling and
Servicing Agreement, or for errors in judgment; provided, however, that neither
the Master Servicer, any subcontractor, nor any such person will be protected
against any liability that would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of his or its
duties or by reason of reckless disregard of his or its obligations and duties
thereunder. The Pooling and Servicing Agreement will further provide that the
Master Servicer, any subcontractor, and any partner, director, officer, employee
or agent of either 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 the Pooling and Servicing
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 thereunder or by reason of reckless disregard
of his or its obligations and duties thereunder. In addition, the Pooling and
Servicing Agreement will provide that the Master Servicer will not be under any
obligation to appear in, prosecute or defend any legal action that is not
incidental to its duties under the Pooling and Servicing Agreement and that in
its opinion may involve it in any expense or liability. The Master Servicer may,
however, in its discretion, undertake any such action deemed by it necessary or
desirable with respect to the Pooling and Servicing Agreement and the rights and
duties of the parties thereto and the interests of the Certificateholders
thereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom will be expenses, costs and liabilities of the
Trust Estate and the Master Servicer will be entitled to be reimbursed therefor
out of the Certificate Account, and any loss to the Trust Estate arising from
such right of reimbursement will be allocated first to the Subordinated
Certificate of a Series before being allocated to the related Senior
Certificates, or if such Series does not contain Subordinated Certificates, pro
rata among the various Classes of Certificates unless otherwise specified in the
applicable Pooling and Servicing Agreement.
Any person into which the Master Servicer may be merged or consolidated, or
any person resulting from any merger, conversion or consolidation to which the
Master Servicer is a party, or any person succeeding to the business through the
transfer of substantially all of its assets or all assets relating to such
business, or otherwise, of the Master Servicer will be the successor of the
Master Servicer under the Pooling and Servicing Agreement for each Series
provided that such successor or resulting entity has a net worth of not less
than $15,000,000 and is qualified to service mortgage loans for FNMA or FHLMC.
52
<PAGE>
The Master Servicer also has the right to assign its rights and delegate its
duties and obligations under the Pooling and Servicing Agreement for each
Series; provided that, if the Master Servicer desires to be released from its
obligations under the Pooling and Servicing Agreement, (i) the purchaser or
transferee accepting such assignment or delegation is qualified to service
mortgage loans for FNMA or FHLMC, (ii) the purchaser is satisfactory to the
Trustee for such Series, in the reasonable exercise of its judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
under the Pooling and Servicing Agreement from and after the date of such
agreement; and (iii) each applicable Rating Agency's rating of any Certificates
for such Series in effect immediately prior to such assignment, sale or transfer
would not be qualified, downgraded or withdrawn as a result of such assignment,
sale or transfer and the Certificates would not be placed on credit review
status by any such Rating Agency. The Master Servicer will be released from its
obligations under the Pooling and Servicing Agreement upon any such assignment
and delegation, except that the Master Servicer will remain liable for all
liabilities and obligations incurred by it prior to the time that the conditions
contained in clauses (i), (ii) and (iii) above are met.
THE POOLING AND SERVICING AGREEMENT
ASSIGNMENT OF MORTGAGE LOANS TO THE TRUSTEE
The Seller will have acquired the Mortgage Loans included in each Trust
Estate from Norwest Mortgage pursuant to an agreement (the "Norwest Mortgage
Sale Agreement"). In connection with the conveyance of the Mortgage Loans to the
Seller, Norwest Mortgage will (i) agree to deliver to the Seller all of the
documents which the Seller is required to deliver to the Trustee; (ii) make
certain representations and warranties to the Seller which will be the basis of
certain of the Seller's representations and warranties to the Trustee or assign
the representations and warranties made by a Correspondent to Norwest Mortgage;
and (iii) agree to repurchase or substitute (or assign rights to a comparable
agreement of a Correspondent) for any Mortgage Loan for which any document is
not delivered or is found to be defective in any material respect, or which
Mortgage Loan is discovered at any time not to be in conformance with any
representation and warranty Norwest Mortgage has made to the Seller and the
breach of such representation and warranty materially and adversely affects the
interests of the Certificateholders in the related Mortgage Loan, if Norwest
Mortgage cannot deliver such document or cure such defect or breach within 60
days after notice thereof. Such agreement will inure to the benefit of the
Trustee and is intended to help ensure the Seller's performance of its limited
obligation to repurchase or substitute for Mortgage Loans. See "The Mortgage
Loan Programs -- Representations and Warranties" above.
At the time of issuance of each Series of Certificates, the Mortgage Loans
in the related Trust Estate will, pursuant to the applicable Pooling and
Servicing Agreement, be assigned to the Trustee, together with all principal and
interest received on or with respect to such Mortgage Loans after the applicable
Cut-Off Date other than principal and interest due and payable on or before such
Cut-Off Date and interest attributable to the Fixed Retained Yield on such
Mortgage Loans, if any. See "Servicing of the Mortgage Loans -- Fixed Retained
Yield, Servicing Compensation and Payment of Expenses." The Trustee or its agent
will, concurrently with such assignment, authenticate and deliver the
Certificates evidencing such Series to the Seller in exchange for the Mortgage
Loans. Each Mortgage Loan will be identified in a schedule appearing as an
exhibit to the applicable Pooling and Servicing Agreement. Each such schedule
will include, among other things, the unpaid principal balance as of the close
of business on the applicable Cut-Off Date, the maturity date and the Mortgage
Interest Rate for each Mortgage Loan in the related Trust Estate.
In addition, with respect to each Mortgage Loan in a Trust Estate, the
mortgage or other promissory note, any assumption, modification or conversion to
fixed interest rate agreement, a mortgage assignment in recordable form and the
recorded Mortgage (or other documents as are required under applicable law to
create perfected security interest in the Mortgaged Property in favor
53
<PAGE>
of the Trustee) will be delivered to the Trustee or, if indicated in the
applicable Prospectus Supplement, to a custodian; provided that, in instances
where recorded documents cannot be delivered due to delays in connection with
recording, copies thereof, certified by the Seller to be true and complete
copies of such documents sent for recording, may be delivered and the original
recorded documents will be delivered promptly upon receipt. The assignment of
each Mortgage will be recorded promptly after the initial issuance of
Certificates for the related Trust Estate, except in states where, in the
opinion of counsel acceptable to the Trustee, such recording is not required to
protect the Trustee's interest in the Mortgage Loan against the claim of any
subsequent transferee or any successor to or creditor of the Seller, Norwest
Mortgage or the originator of such Mortgage Loan.
The Trustee or custodian will hold such documents in trust for the benefit
of Certificateholders of the related Series and will review such documents
within 180 days of the date of the applicable Pooling and Servicing Agreement.
If any document is not delivered or is found to be defective in any material
respect, or if the Seller is in breach of any of its representations and
warranties, and such breach materially and adversely affects the interests of
the Certificateholders in a Mortgage Loan, and the Seller cannot deliver such
document or cure such defect or breach within 60 days after written notice
thereof, the Seller will, within 60 days of such notice, either repurchase the
related Mortgage Loan from the Trustee at a price equal to the then unpaid
principal balance thereof, plus accrued and unpaid interest at the applicable
Mortgage Interest Rate (minus any Fixed Retained Yield) through the last day of
the month in which such repurchase takes place, or (in the case of a Series for
which one or more REMIC elections have been or will be made, unless the maximum
period as may be provided by the Code or applicable regulations of the
Department of the Treasury ("Treasury Regulations") shall have elapsed since the
execution of the applicable Pooling and Servicing Agreement) substitute for such
Mortgage Loan a new mortgage loan having characteristics such that the
representations and warranties of the Seller made pursuant to the applicable
Pooling and Servicing Agreement (except for representations and warranties as to
the correctness of the applicable schedule of mortgage loans) would not have
been incorrect had such substitute Mortgage Loan originally been a Mortgage
Loan. In the case of a repurchased Mortgage Loan, the purchase price will be
deposited by the Seller in the related Certificate Account. In the case of a
substitute Mortgage Loan, the mortgage file relating thereto will be delivered
to the Trustee or the custodian and the Seller will deposit in the Certificate
Account, an amount equal to the excess of (i) the unpaid principal balance of
the Mortgage Loan which is substituted for, over (ii) the unpaid principal
balance of the substitute Mortgage Loan, together with interest on such excess
at the Mortgage Interest Rate (minus any Fixed Retained Yield) to the next
scheduled Due Date of the Mortgage Loan which is being substituted for. In no
event will any substitute Mortgage Loan have an unpaid principal balance greater
than the scheduled principal balance calculated in accordance with the
amortization schedule (the "Scheduled Principal Balance") of the Mortgage Loan
for which it is substituted (after giving effect to the scheduled principal
payment due in the month of substitution on the Mortgage Loan substituted for),
or a term greater than, a Mortgage Interest Rate less than, a Mortgage Interest
Rate more than one percent per annum greater than or a Loan-to-Value Ratio
greater than, the Mortgage Loan for which it is substituted. If substitution is
to be made for an adjustable rate Mortgage Loan, the substitute Mortgage Loan
will have an unpaid principal balance no greater than the Scheduled Principal
Balance of the Mortgage Loan for which it is substituted (after giving effect to
the scheduled principal payment due in the month of substitution on the Mortgage
Loan substituted for), a Loan-to-Value Ratio less than or equal to, and a
Mortgage Interest Rate at least equal to, that of the Mortgage Loan for which it
is substituted, and will bear interest based on the same index, margin and
frequency of adjustment as the substituted Mortgage Loan. The repurchase
obligation and the mortgage substitution referred to above will constitute the
sole remedies available to the Certificateholders or the Trustee with respect to
missing or defective documents or breach of the Seller's representations and
warranties.
If no custodian is named in the Pooling and Servicing Agreement, the Trustee
will be authorized to appoint a custodian to maintain possession of the
documents relating to the Mortgage Loans and to conduct the review of such
documents described above. Any custodian so appointed will keep and review such
documents as the Trustee's agent under a custodial agreement.
54
<PAGE>
OPTIONAL PURCHASES
Subject to the provisions of the applicable Pooling and Servicing Agreement,
the Seller or the Master Servicer may, at such party's option, repurchase any
Mortgage Loan which is in default or as to which default is reasonably
foreseeable if, in the Seller's or the Master Servicer's judgment, the related
default is not likely to be cured by the borrower or default is not likely to be
averted, at a price equal to the unpaid principal balance thereof plus accrued
interest thereon and under the conditions set forth in the applicable Prospectus
Supplement.
REPORTS TO CERTIFICATEHOLDERS
Unless otherwise specified or modified in the related Pooling and Servicing
Agreement for each Series, the Master Servicer will prepare and the Trustee will
include with each distribution to Certificateholders of record of such Series a
statement setting forth the following information, if applicable:
(i)
the amount of such distribution allocable to principal of the related
Mortgage Loans, separately identifying the aggregate amount of any
principal prepayments included therein, the amount of such distribution
allocable to interest on the related Mortgage Loans and the aggregate unpaid
principal balance of the Mortgage Loans evidenced by each Class after giving
effect to the principal distributions on such Distribution Date;
(ii)
the amount of servicing compensation with respect to the related
Trust Estate and such other customary information as is required to
enable Certificateholders to prepare their tax returns;
(iii)
the amount by which the Servicing Fee for the related Distribution
Date has been reduced by interest shortfalls due to prepayments;
(iv)
the aggregate amount of any Periodic Advances by the Servicer, the
Master Servicer or the Trustee included in the amounts actually
distributed to the Certificateholders;
(v)
to each holder of a Certificate entitled to the benefits of payments
under any form of credit enhancement or from any Reserve Fund:
(a)
the amounts so distributed under any such form of credit
enhancement or from any such Reserve Fund on the applicable
Distribution Date; and
(b)
the amount of coverage remaining under any such form of credit
enhancement and the balance in any such Reserve Fund, after
giving effect to any payments thereunder and other amounts charged
thereto on the Distribution Date;
(vi)
in the case of a Series of Certificates with a variable Pass-Through
Rate, such Pass-Through Rate;
(vii)
the book value of any collateral acquired by the Trust Estate through
foreclosure or otherwise;
(viii)
the unpaid principal balance of any Mortgage Loan as to which the
Servicer has notified the Master Servicer that such Servicer has
determined not to foreclose because it believes the related Mortgaged
Property may be contaminated with or affected by hazardous wastes or
hazardous substances; and
(ix)
the number and aggregate principal amount of Mortgage Loans one
month, two months and three or more months delinquent.
In addition, within a reasonable period of time after the end of each
calendar year, the Master Servicer will furnish either directly, or through the
Trustee, a report to each Certificateholder of record at any time during such
calendar year such information as required by the Code and applicable
regulations thereunder to enable Certificateholders to prepare their tax
returns. In the event that an election has been made to treat the Trust Estate
(or one or more segregated pools of assets therein) as
55
<PAGE>
a REMIC, the Trustee will be required to sign the federal and applicable state
and local income tax returns of the REMIC (which will be prepared by the Master
Servicer). See "Certain Federal Income Tax Consequences -- Administrative
Matters."
LIST OF CERTIFICATEHOLDERS
The Pooling and Servicing Agreement for each Series will require the Trustee
to provide access to the most current list of names and addresses of
Certificateholders of such Series to any group of five or more
Certificateholders who advise the Trustee in writing that they desire to
communicate with other Certificateholders with respect to their rights under the
Pooling and Servicing Agreement or under the Certificates.
EVENTS OF DEFAULT
Events of Default under the Pooling and Servicing Agreement for each Series
include (i) any failure by the Master Servicer to make a required deposit which
continues unremedied for three business days after the giving of written notice
of such failure to the Master Servicer by the Trustee for such Series, or to the
Master Servicer and the Trustee by the holders of Certificates of such Series
having voting rights allocated to such Certificates ("Voting Interests")
aggregating not less than 25% of the Voting Interests allocated to all
Certificates for such Series; (ii) any failure by the Master Servicer duly to
observe or perform in any material respect any other of its covenants or
agreements in the Pooling and Servicing Agreement which continues unremedied for
60 days (or 30 days in the case of a failure to maintain any pool insurance
policy required to be maintained pursuant to the Pooling and Servicing
Agreement) after the giving of written notice of such failure to the Master
Servicer by the Trustee, or to the Master Servicer and the Trustee by the
holders of Certificates aggregating not less than 25% of the Voting Interests;
(iii) certain events of insolvency, readjustment of debt, marshaling of assets
and liabilities or similar proceedings and certain action by the Master Servicer
indicating its insolvency, reorganization or inability to pay its obligations
and (iv) it and any subservicer appointed by it becoming ineligible to service
for both FNMA and FHLMC (unless remedied within 90 days). (Section 7.01).
RIGHTS UPON EVENT OF DEFAULT
So long as an Event of Default remains unremedied under the Pooling and
Servicing Agreement for a Series, the Trustee for such Series or holders of
Certificates of such Series evidencing not less than 66 2/3% of the Voting
Interests in the Trust Estate for such Series may terminate all of the rights
and obligations of the Master Servicer under the Pooling and Servicing Agreement
and in and to the Mortgage Loans (other than the Master Servicer's right to
recovery of the aggregate Master Servicing Fees due prior to the date of
termination, and other expenses and amounts advanced pursuant to the terms of
the Pooling and Servicing Agreement, which rights the Master Servicer will
retain under all circumstances), whereupon the Trustee will succeed to all the
responsibilities, duties and liabilities of the Master Servicer under the
Pooling and Servicing Agreement and will be entitled to monthly compensation not
to exceed the aggregate Master Servicing Fees together with the other
compensation to which the Master Servicer is entitled under the Pooling and
Servicing Agreement. In the event that the Trustee is unwilling or unable so to
act, it may select, pursuant to the public bid procedure described in the
applicable Pooling and Servicing Agreement, or petition a court of competent
jurisdiction to appoint, a housing and home finance institution, bank or
mortgage servicing institution with a net worth of at least $10,000,000 to act
as successor to the Master Servicer under the provisions of the Pooling and
Servicing Agreement; provided however, that until such a successor Master
Servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer under the Pooling and Servicing Agreement,
the Trustee shall continue as the successor to the Master Servicer as described
above. In the event such public bid procedure is utilized, the successor would
be entitled to compensation in an amount equal to the aggregate Master Servicing
Fees, together with the other compensation to which the Master Servicer is
entitled under the Pooling and Servicing Agreement, and the Master Servicer
would be entitled to receive the net profits, if any, realized from the sale of
its rights and obligations under the Pooling and Servicing Agreement. (Sections
7.01 and 7.05).
56
<PAGE>
During the continuance of any Event of Default under the Pooling and
Servicing Agreement for a Series, the Trustee for such Series will have the
right to take action to enforce its rights and remedies and to protect and
enforce the rights and remedies of the Certificateholders of such Series, and
holders of Certificates evidencing not less than 25% of the Voting Interests for
such Series 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. However,
the Trustee will not be under any obligation to pursue any such remedy or to
exercise any of such trusts or powers unless such Certificateholders have
offered the Trustee reasonable security or indemnity against the cost, expenses
and liabilities which may be incurred by the Trustee thereby. Also, the Trustee
may decline to follow any such direction if the Trustee determines that the
action or proceeding so directed may not lawfully be taken or would involve it
in personal liability or be unjustly prejudicial to the non-assenting
Certificateholders. (Sections 7.02 and 7.03).
No Certificateholder of a Series, solely by virtue of such holder's status
as a Certificateholder, will have any right under the Pooling and Servicing
Agreement for such Series to institute any proceeding with respect to the
Pooling and Servicing Agreement, unless such holder previously has given to the
Trustee for such Series written notice of default and unless the holders of
Certificates evidencing not less than 25% of the Voting Interests for such
Series have made written request upon the Trustee to institute such proceeding
in its own name as Trustee thereunder and have offered to the Trustee reasonable
indemnity and the Trustee for 60 days has neglected or refused to institute any
such proceeding. (Section 10.03).
AMENDMENT
Each Pooling and Servicing Agreement may be amended by the Seller, the
Master Servicer and the Trustee without the consent of the Certificateholders,
(i) to cure any ambiguity or mistake, (ii) to correct or supplement any
provision therein that may be inconsistent with any other provision 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 (or one or
more segregated pools of assets therein) as a REMIC at all times that any
Certificates are outstanding or to avoid or minimize the risk of the imposition
of any tax on the Trust Estate pursuant to the Code that would be a claim
against the Trust Estate, provided that the Trustee has received an opinion of
counsel to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not, as evidenced by such opinion of counsel,
adversely affect in any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Certificate
Account, provided that such change will not, as evidenced by an opinion of
counsel, adversely affect in any material respect the interests of any
Certificateholder and that such change will not adversely affect the then
current rating assigned to any Certificates, as evidenced by a letter from each
Rating Agency to such effect, (v) to add to, modify or eliminate any provisions
therein restricting transfers of residual Certificates to certain disqualified
organizations described below under "Certain Federal Income Tax Consequences --
Federal Income Tax Consequences for REMIC Certificates -- Taxation of Residual
Certificates -- Tax-Related Restrictions on Transfer of Residual Certificates,"
(vi) to make certain provisions with respect to the denominations of, and the
manner of payments on, certain Classes or Subclasses of Certificates initially
retained by the Seller or an affiliate, or (vii) to make any other provisions
with respect to matters or questions arising under such Pooling and Servicing
Agreement that are not inconsistent with the provisions thereof, provided that
such action will not, as evidenced by an opinion of counsel, adversely affect in
any material respect the interests of the Certificateholders of the related
Series. The Pooling and Servicing Agreement may also be amended by the Seller,
the Master Servicer and the Trustee with the consent of the holders of
Certificates evidencing interests aggregating not less than 66 2/3% of the
Voting Interests evidenced by the Certificates of each Class or Subclass
affected thereby, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of such Pooling and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders;
provided, however, that no such amendment may (i) reduce in any manner the
amount of, or delay the timing of, any payments
57
<PAGE>
received on or with respect to Mortgage Loans that are required to be
distributed on any Certificates, without the consent of the holder of such
Certificate, (ii) adversely affect in any material respect the interests of the
holders of a Class or Subclass of Certificates of a Series in a manner other
than that set forth in (i) above without the consent of the holders of
Certificates aggregating not less than 66 2/3% of the Voting Interests evidenced
by such Class or Subclass, or (iii) reduce the aforesaid percentage of
Certificates of any Class or Subclass, the holders of which are required to
consent to such amendment, without the consent of the holders of all
Certificates of such Class or Subclass affected then outstanding.
Notwithstanding the foregoing, the Trustee will not consent to any such
amendment if such amendment would subject the Trust Estate (or any segregated
pool of assets therein) to tax or cause the Trust Estate (or any segregated pool
of assets therein) to fail to qualify as a REMIC.
TERMINATION; OPTIONAL PURCHASE OF MORTGAGE LOANS
The obligations created by the Pooling and Servicing Agreement for a Series
of Certificates will terminate on the Distribution Date following the final
payment or other liquidation of the last Mortgage Loan subject thereto and the
disposition of all property acquired upon foreclosure of any such Mortgage Loan.
In no event, however, will the trust created by the Pooling and Servicing
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of certain persons named in such Pooling and Servicing Agreement. For
each Series of Certificates, the Trustee will give written notice of termination
of the Pooling and Servicing Agreement to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Seller and specified in the
notice of termination.
If so provided in the applicable Prospectus Supplement, the Pooling and
Servicing Agreement for each Series of Certificates will permit, but not
require, the Seller, Norwest Mortgage or such other party as is specified in the
applicable Prospectus Supplement, to purchase from the Trust Estate for such
Series all remaining Mortgage Loans at the time subject to the Pooling and
Servicing Agreement at a price specified in such Prospectus Supplement. In the
event that such party has caused the related Trust Estate (or any segregated
pool of assets therein) to be treated as a REMIC, any such purchase will be
effected only pursuant to a "qualified liquidation" as defined in Code Section
860F(a)(4)(A) and the receipt by the Trustee of an opinion of counsel or other
evidence that such purchase will not (i) result in the imposition of a tax on
"prohibited transactions" under Code Section 860F(a)(1), (ii) otherwise subject
the Trust Estate to tax, or (iii) cause the Trust Estate (or any segregated pool
of assets) to fail to qualify as a REMIC. The exercise of such right will effect
early retirement of the Certificates of that Series, but the right so to
purchase may be exercised only after the aggregate principal balance of the
Mortgage Loans for such Series at the time of purchase is less than a specified
percentage of the aggregate principal balance at the Cut-Off Date for the
Series, or after the date set forth in the applicable Prospectus Supplement.
THE TRUSTEE
The Trustee under each Pooling and Servicing Agreement (the "Trustee") will
be named in the applicable Prospectus Supplement. The commercial bank or trust
company serving as Trustee may have normal banking relationships with the Seller
or any of its affiliates.
The Trustee may resign at any time, in which event the Master Servicer will
be obligated to appoint a successor trustee. The Master Servicer may also remove
the Trustee if the Trustee ceases to be eligible to act as Trustee under the
Pooling and Servicing Agreement, if the Trustee becomes insolvent or in order to
change the situs of the Trust Estate for state tax reasons. Upon becoming aware
of such circumstances, the Master Servicer will become obligated to appoint a
successor trustee. The Trustee may also be removed at any time by the holders of
Certificates evidencing not less than 51% of the Voting Interests in the Trust
Estate, 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 Interest in the Trust Estate necessary
to effect any such removal has been obtained. Any resignation and removal of the
Trustee, and the appointment of a successor trustee, will not become effective
until acceptance of such appointment by the successor trustee. The
58
<PAGE>
Trustee, and any successor trustee, will have a combined capital and surplus of
at least $50,000,000, or will be a member of a bank holding system, the
aggregate combined capital and surplus of which is at least $50,000,000,
provided that the Trustee's and any such successor trustee's separate capital
and surplus shall at all times be at least the amount specified in Section
310(a)(2) of the Trust Indenture Act of 1939, and will be subject to supervision
or examination by federal or state authorities.
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS
The following discussion contains summaries of certain legal aspects of
mortgage loans which are general in nature. Because such legal aspects are
governed by applicable state law (which laws may differ substantially), the
summaries do not purport to be complete or to reflect the laws of any particular
state, nor to encompass the laws of all states in which the security for the
Mortgage Loans is situated. The summaries are qualified in their entirety by
reference to the applicable federal and state laws governing the Mortgage Loans.
GENERAL
The Mortgage Loans will, in general, be secured by either first mortgages or
first deeds of trust, depending upon the prevailing practice in the state in
which the underlying property is located. A mortgage creates a lien upon the
real property described in the mortgage. There are two parties to a mortgage:
the mortgagor, who is the borrower (or, in the case of a Mortgage Loan secured
by a property that has been conveyed to an INTER VIVOS revocable trust, the
settlor of such trust); and the mortgagee, who is the lender. In a mortgage
instrument state, the mortgagor delivers to the mortgagee a note or bond
evidencing the loan and the mortgage. Although a deed of trust is similar to a
mortgage, a deed of trust has three parties: a borrower called the trustor
(similar to a mortgagor), a lender called the beneficiary (similar to a
mortgagee), and a third-party grantee called the trustee. Under a deed of trust,
the borrower grants the property, irrevocably until the debt is paid, in trust,
generally with a power of sale, to the trustee to secure payment of the loan.
The trustee's authority under a deed of trust and the mortgagee's authority
under a mortgage are governed by the express provisions of the deed of trust or
mortgage, applicable law, and, in some cases, with respect to the deed of trust,
the directions of the beneficiary.
FORECLOSURE
Foreclosure of a mortgage is generally accomplished by judicial action.
Generally, the action is initiated by the service of legal pleadings upon all
parties having an interest of record in the real property. Delays in completion
of the foreclosure occasionally may result from difficulties in locating
necessary parties defendant. When the mortgagee's right of foreclosure is
contested, the legal proceedings necessary to resolve the issue can be
time-consuming. After the completion of a judicial foreclosure proceeding, the
court may issue a judgment of foreclosure and appoint a receiver or other
officer to conduct the sale of the property. In some states, mortgages may also
be foreclosed by advertisement, pursuant to a power of sale provided in the
mortgage. Foreclosure of a mortgage by advertisement is essentially similar to
foreclosure of a deed of trust by non-judicial power of sale.
Foreclosure of a deed of trust is generally accomplished by a non-judicial
trustee's sale under a specific provision in the deed of trust that authorizes
the trustee to sell the property to a third party upon any default by the
borrower under the terms of the note or deed of trust. In certain states, such
foreclosure also may be accomplished by judicial action in the manner provided
for foreclosure of mortgages. In some states, the trustee must record a notice
of default and send a copy to the borrower-trustor and to any person who has
recorded a request for a copy of a notice of default and notice of sale. In
addition, the trustee must provide notice in some states to any other individual
having an interest of record in the real property, including any junior
lienholders. If the deed of trust is not reinstated within any applicable cure
period, a notice of sale must be posted in a public place and, in most states,
published for a specified period of time in one or more newspapers. In addition,
some state laws require that a copy of the notice of sale be posted on the
property and sent to all parties having an interest of record in the property.
59
<PAGE>
In some states, the borrower-trustor has the right to reinstate the loan at
any time following default until shortly before the trustee's sale. In general,
the borrower, or any other person having a junior encumbrance on the real
estate, may, during a reinstatement period, cure the default by paying the
entire amount in arrears plus the costs and expenses incurred in enforcing the
obligation. Certain state laws control the amount of foreclosure expenses and
costs, including attorneys' fees, which may be recovered by a lender.
In case of foreclosure under either a mortgage or a deed of trust, the sale
by the receiver or other designated officer, or by the trustee, is a public
sale. However, because of the difficulty a potential buyer at the sale would
have in determining the exact status of title and because the physical condition
of the property may have deteriorated during the foreclosure proceedings, it is
uncommon for a third party to purchase the property at the foreclosure sale.
Rather, it is common for the lender to purchase the property from the trustee or
receiver for an amount equal to the unpaid principal amount of the note, accrued
and unpaid interest and the expenses of foreclosure. Thereafter, subject to the
right of the borrower in some states to remain in possession during the
redemption period, the lender will assume the burdens of ownership, including
obtaining hazard insurance and making such repairs at its own expense as are
necessary to render the property suitable for sale. The lender commonly will
obtain the services of a real estate broker and pay the broker a commission in
connection with the sale of the property. Depending upon market conditions, the
ultimate proceeds of the sale of the property may not equal the lender's
investment in the property. Any loss may be reduced by the receipt of mortgage
insurance proceeds, if any, or by judicial action against the borrower for the
deficiency, if such action is permitted by law. See "-- Anti-Deficiency
Legislation and Other Limitations on Lenders" below.
FORECLOSURE ON SHARES OF COOPERATIVES
The cooperative shares owned by the tenant-stockholder and pledged to the
lender are, in almost all cases, subject to restrictions on transfer as set
forth in the cooperative's Certificate of Incorporation and By-laws, as well as
in the proprietary lease or occupancy agreement, and may be cancelled by the
cooperative for failure by the tenant-stockholder to pay rent or other
obligations or charges owed by such tenant-stockholder, including mechanics'
liens against the cooperative apartment building incurred by such
tenant-stockholder. The proprietary lease or occupancy agreement generally
permits the cooperative to terminate such lease or agreement in the event an
obligor fails to make payments or defaults in the performance of covenants
required thereunder. Typically, the lender and the cooperative enter into a
recognition agreement which establishes the rights and obligations of both
parties in the event of a default by the tenant-stockholder on its obligations
under the proprietary lease or occupancy agreement. A default by the
tenant-stockholder under the proprietary lease or occupancy agreement will
usually constitute a default under the security agreement between the lender and
the tenant-stockholder.
The recognition agreement generally provides that, in the event that the
tenant-stockholder has defaulted under the proprietary lease or occupancy
agreement, the cooperative will take no action to terminate such lease or
agreement until the lender has been provided an opportunity to cure the default.
The recognition agreement typically provides that if the proprietary lease or
occupancy agreement is terminated, the cooperative will recognize the lender's
lien against proceeds from a sale of the cooperative apartment, subject,
however, to the cooperative's right to sums due under such proprietary lease or
occupancy agreement. The total amount owed to the cooperative by the tenant-
stockholder, which the lender generally cannot restrict and does not monitor,
could reduce the value of the collateral below the outstanding principal balance
of the cooperative loan and accrued and unpaid interest thereon.
Recognition agreements also provide that in the event of a foreclosure on a
cooperative loan, the lender must obtain the approval or consent of the
cooperative as required by the proprietary lease before transferring the
cooperative shares or assigning the proprietary lease. Generally, the lender is
not limited by the agreement in any rights it may have to dispossess the
tenant-stockholders.
60
<PAGE>
Foreclosure on the cooperative shares is accomplished by a sale in
accordance with the provisions of Article 9 of the Uniform Commercial Code (the
"UCC") and the security agreement relating to those shares. Article 9 of the UCC
requires that a sale be conducted in a "commercially reasonable" manner. Whether
a foreclosure sale has been conducted in a "commercially reasonable" manner will
depend on the facts in each case. In determining commercial reasonableness, a
court will look to the notice given the debtor and the method, manner, time,
place and terms of the foreclosure. Generally, a sale conducted according to the
usual practice of banks selling similar collateral will be considered reasonably
conducted.
Article 9 of the UCC provides that the proceeds of the sale will be applied
first to pay the costs and expenses of the sale and then to satisfy the
indebtedness secured by the lender's security interest. The recognition
agreement, however, generally provides that the lender's right to reimbursement
is subject to the right of the cooperative corporation to receive sums due under
the proprietary lease or occupancy agreement. If there are proceeds remaining,
the lender must account to the tenant-stockholder for the surplus. Conversely,
if a portion of the indebtedness remains unpaid, the tenant-stockholder is
generally responsible for the deficiency. See "-- Anti-Deficiency Legislation
and Other Limitations on Lenders" below.
RIGHTS OF REDEMPTION
In some states, after sale pursuant to a deed of trust and/or foreclosure of
a mortgage, the borrower and certain foreclosed junior lienors are given a
statutory period in which to redeem the property from the foreclosure sale. In
most states where the right of redemption is available, statutory redemption may
occur upon payment of the foreclosure purchase price, accrued interest and
taxes. In some states, the right to redeem is an equitable right. The effect of
a right of redemption is to delay the ability of the lender to sell the
foreclosed property. The exercise of a right of redemption would defeat the
title of any purchaser at a foreclosure sale, or of any purchaser from the
lender subsequent to judicial foreclosure or sale under a deed of trust.
Consequently, the practical effect of the redemption right is to force the
lender to maintain the property and pay the expenses of ownership until the
redemption period has run.
ANTI-DEFICIENCY LEGISLATION AND OTHER LIMITATIONS ON LENDERS
Certain states have imposed statutory restrictions that limit the remedies
of a beneficiary under a deed of trust or a mortgagee under a mortgage. In some
states, statutes limit the right of the beneficiary or mortgagee to obtain a
deficiency judgment against the borrower following foreclosure or sale under a
deed of trust. A deficiency judgment is a personal judgment against the former
borrower equal in most cases to the difference between the amount due to the
lender and the net amount realized upon the foreclosure sale.
Some state statutes may require the beneficiary or mortgagee to exhaust the
security afforded under a deed of trust or mortgage by foreclosure in an attempt
to satisfy the full debt before bringing a personal action against the borrower.
In certain other states, the lender has the option of bringing a personal action
against the borrower on the debt without first exhausting such security;
however, in some of these states, the lender, following judgment on such
personal action, may be deemed to have elected a remedy and may be precluded
from exercising remedies with respect to the security. Consequently, the
practical effect of the election requirement, when applicable, is that lenders
will usually proceed first against the security rather than bringing a personal
action against the borrower.
Other statutory provisions may limit any deficiency judgment against the
former borrower following a foreclosure sale to the excess of the outstanding
debt over the fair market value of the property at the time of such sale. The
purpose of these statutes is to prevent a beneficiary or a mortgagee from
obtaining a large deficiency judgment against the former borrower as a result of
low or no bids at the foreclosure sale.
61
<PAGE>
In some states, exceptions to the anti-deficiency statutes are provided for
in certain instances where the value of the lender's security has been impaired
by acts or omissions of the borrower, for example, in the event of waste of the
property.
Generally, Article 9 of the UCC governs foreclosure on cooperative shares
and the related proprietary lease or occupancy agreement and foreclosure on the
beneficial interest in a land trust. Some courts have interpreted Section 9-504
of the UCC to prohibit a deficiency award unless the creditor establishes that
the sale of the collateral (which, in the case of a Mortgage Loan secured by
shares of a cooperative, would be such shares and the related proprietary lease
or occupancy agreement) was conducted in a commercially reasonable manner.
A Servicer generally will not be required under the applicable Underlying
Servicing Agreement to pursue deficiency judgments on the Mortgage Loans even if
permitted by law.
In addition to anti-deficiency and related legislation, numerous other
federal and state statutory provisions, including the federal bankruptcy laws
and state laws affording relief to debtors, may interfere with or affect the
ability of a secured mortgage lender to realize upon its security. For example,
numerous statutory provisions under the United States Bankruptcy Code, 11 U.S.C.
Sections 101 ET SEQ., (the "Bankruptcy Code") may interfere with or affect the
ability of the Seller to obtain payment of a Mortgage Loan, to realize upon
collateral and/or enforce a deficiency judgment. For example, under federal
bankruptcy law, virtually all actions (including foreclosure actions and
deficiency judgment proceedings) are automatically stayed upon the filing of a
bankruptcy petition, and often no interest or principal payments are made during
the course of the bankruptcy proceeding. In a case under the Bankruptcy Code,
the secured party is precluded from foreclosing without authorization from the
bankruptcy court. In addition, a court with federal bankruptcy jurisdiction may
permit a debtor through his or her Chapter 11 or Chapter 13 plan to cure a
monetary default in respect of a Mortgage Loan by paying arrearages within a
reasonable time period and reinstating the original mortgage loan payment
schedule even though the lender accelerated the mortgage loan and final judgment
of foreclosure had been entered in state court (provided no foreclosure sale had
yet occurred) prior to the filing of the debtor's petition. Some courts with
federal bankruptcy jurisdiction have approved plans, based on the particular
facts of the case, that effected the curing of a mortgage loan default by paying
arrearages over a number of years.
If a Mortgage Loan is secured by property NOT consisting solely of the
debtor's principal residence, the Bankruptcy Code also permits such Mortgage
Loan to be modified. Such modifications may include reducing the amount of each
monthly payment, changing the rate of interest, altering the repayment schedule,
and reducing the lender's security interest to the value of the property, thus
leaving the lender in the position of a general unsecured creditor for the
difference between the value of the property and the outstanding balance of the
Mortgage Loan. Some courts have permitted such modifications when the Mortgage
Loan is secured both by the debtor's principal residence and by personal
property.
If a court relieves a borrower's obligation to repay amounts otherwise due
on a Mortgage Loan, the Servicer will not be required to advance such amounts,
and any loss in respect thereof will be borne by the Certificateholders.
The Internal Revenue Code of 1986, as amended, provides priority to certain
tax liens over the lien of the mortgage or deed of trust. The laws of some
states provide priority to certain tax liens over the lien of the mortgage or
deed of trust. Numerous federal and some state consumer protection laws impose
substantive requirements upon mortgage lenders in connection with the
origination, servicing and enforcement of mortgage loans. These laws include the
federal Truth in Lending Act, Real Estate Settlement Procedures Act, Equal
Credit Opportunity Act, Fair Credit Billing Act, Fair Credit Reporting Act, and
related statutes and regulations. These federal laws and state laws impose
specific statutory liabilities upon lenders who originate or service mortgage
loans and who fail to comply with the provisions of the law. In some cases, this
liability may affect assignees of the mortgage loans.
62
<PAGE>
SOLDIERS' AND SAILORS' CIVIL RELIEF ACT AND SIMILAR LAWS
Generally, under the terms of the Soldiers' and Sailors' Civil Relief Act of
1940, as amended (the "Relief Act"), a borrower who enters military service
after the origination of such borrower's Mortgage Loan (including a borrower who
is a member of the National Guard or is in reserve status at the time of the
origination of the Mortgage Loan and is later called to active duty) may not be
charged interest above an annual rate of 6% during the period of such borrower's
active duty status, unless a court orders otherwise upon application of the
lender. It is possible that such action could have an effect, for an
indeterminate period of time, on the ability of the Servicer to collect full
amounts of interest on certain of the Mortgage Loans in a Trust Estate. Any
shortfall in interest collections resulting from the application of the Relief
Act could result in losses to the holders of the Certificates of the related
Series. Further, the Relief Act imposes limitations which would impair the
ability of the Servicer to foreclose on an affected Mortgage Loan during the
borrower's period of active duty status. Thus, in the event that such a Mortgage
Loan goes into default, there may be delays and losses occasioned by the
inability to realize upon the Mortgaged Property in a timely fashion. Certain
states have enacted comparable legislation which may interfere with or affect
the ability of the Servicer to timely collect payments of principal and interest
on, or to foreclose on, Mortgage Loans of borrowers in such states who are
active or reserve members of the armed services.
ENVIRONMENTAL CONSIDERATIONS
A lender may be subject to unforeseen environmental risks when taking a
security interest in real or personal property. Property subject to such a
security interest may be subject to federal, state, and local laws and
regulations relating to environmental protection. Such laws may regulate, among
other things: emissions of air pollutants; discharges of wastewater or storm
water; generation, transport, storage or disposal of hazardous waste or
hazardous substances; operation, closure and removal of underground storage
tanks; removal and disposal of asbestos-containing materials; management of
electrical or other equipment containing polychlorinated biphenyls ("PCBs").
Failure to comply with such laws and regulations may result in significant
penalties, including civil and criminal fines. Under the laws of certain states,
environmental contamination on a property may give rise to a lien on the
property to ensure the availability and/or reimbursement of cleanup costs.
Generally all subsequent liens on such property are subordinated to such a lien
and, in some states, even prior recorded liens are subordinated to such liens
("Superliens"). In the latter states, the security interest of the Trustee in a
property that is subject to such a Superlien could be adversely affected.
Under the federal Comprehensive Environmental Response, Compensation and
Liability Act, as amended ("CERCLA"), and under state law in certain states, a
secured party which takes a deed in lieu of foreclosure, purchases a mortgaged
property at a foreclosure sale, operates a mortgaged property or undertakes
certain types of activities that may constitute management of the mortgaged
property may become liable in certain circumstances for the costs of remedial
action ("Cleanup Costs") if hazardous wastes or hazardous substances have been
released or disposed of on the property. Such Cleanup Costs may be substantial.
CERCLA imposes strict, as well as joint and several liability for environmental
remediation and/or damage costs on several classes of "potentially responsible
parties," including current "owners and/or operators" of property, irrespective
of whether those owners or operators caused or contributed to contamination on
the property. In addition, owners and operators of properties that generate
hazardous substances that are disposed of at other "off-site" locations may held
strictly, jointly and severally liable for environmental remediation and/or
damages at those off-site locations. Many states also have laws that are similar
to CERCLA. Liability under CERCLA or under similar state law could exceed the
value of the property itself as well as the aggregate assets of the property
owner.
The law is unclear as to whether and under what precise circumstances
cleanup costs, or the obligation to take remedial actions, could be imposed on a
secured lender such as the Trust Estate. Under the laws of some states and under
CERCLA, a lender may be liable as an "owner or operator" for costs of addressing
releases or threatened releases of hazardous substances on a mortgaged property
if such lender or its agents or employees have "participated in the management"
of the
63
<PAGE>
operations of the borrower, even though the environmental damage or threat was
caused by a prior owner or current owner or operator or other third party.
Excluded from CERCLA's definition of "owner or operator," is a person "who
without participating in the management of ... [the] facility, holds indicia of
ownership primarily to protect his security interest" (the "secured-creditor
exemption"). This exemption for holders of a security interest such as a secured
lender applies only to the extent that a lender seeks to protect its security
interest in the contaminated facility or property. Thus, if a lender's
activities begin to encroach on the actual management of such facility or
property, the lender faces potential liability as an "owner or operator" under
CERCLA. Similarly, when a lender forecloses and takes title to a contaminated
facility or property, the lender may incur potential CERCLA liability in various
circumstances, including among others, when it holds the facility or property as
an investment (including leasing the facility or property to a third party),
fails to market the property in a timely fashion or fails to properly address
environmental conditions at the property or facility.
A decision in May 1990 of the United States Court of Appeals for the
Eleventh Circuit in UNITED STATES V. FLEET FACTORS CORP. very narrowly construed
CERCLA's secured-creditor exemption. The court's opinion suggested that a lender
need not have involved itself in the day-to-day operations of the facility or
participated in decisions relating to hazardous waste to be liable under CERCLA;
rather, liability could attach to a lender if its involvement with the
management of the facility were broad enough to support the inference that the
lender had the capacity to influence the borrower's treatment of hazardous
waste. The court added that a lender's capacity to influence such decisions
could be inferred from the extent of its involvement in the facility's financial
management. A subsequent decision by the United States Court of Appeals for the
Ninth Circuit in IN RE BERGSOE METAL CORP., apparently disagreeing with, but not
expressly contradicting, the FLEET FACTORS court, held that a secured lender had
no liability absent "some actual management of the facility" on the part of the
lender.
On April 29, 1992, the United States Environmental Protection Agency (the
"EPA") issued a final rule interpreting and delineating CERCLA's
secured-creditor exemption and the range of permissible actions that may be
undertaken by a holder of a contaminated facility without exceeding the bounds
of the secured-creditor exemption. However, on February 4, 1994, the United
States Court of Appeals for the District of Columbia Circuit in KELLEY V. EPA
invalidated the EPA rule. As a result of the KELLEY case, the state of the law
with respect to the secured creditor exemption was, until recently, very
unclear.
On September 28, 1996, Congress enacted, and on September 30, 1996 the
President signed into law, legislation intended to clarify the scope of the
secured creditor exemption. This legislation more clearly defines the kinds of
activities that would constitute "participation in management" and that
therefore would trigger liability for secured parties under CERCLA. It also
identified certain activities that ordinarily would not trigger liability,
provided, however, that such activities did not otherwise rise to the level of
"participation in management." The new law specifically reverses the FLEET
FACTORS "capacity to influence" standard. The new law also provides additional
protection against liability in the event of foreclosure. However, since the
courts have not yet had the opportunity to interpret the new statutory
provisions, the scope of the additional protections offered by the new law is
not fully defined. It also is important to note that the new legislation does
not offer complete protection to lenders and that the risk of liability remains.
If a secured lender does become liable, it may be entitled to bring an
action for contribution against the owner or operator who created the
environmental contamination or against some other liable party, but that person
or entity may be bankrupt or otherwise judgment-proof. It is therefore possible
that cleanup or other environmental liability costs could become a liability of
the Trust Estate and occasion a loss to the Trust Estate and to
Certificateholders in certain circumstances. The new secured creditor amendments
to CERCLA, also, would not necessarily affect the potential for liability in
actions by either a state or a private party under other federal or state laws
which may impose liability on "owners or operators" but do not incorporate the
secured-creditor exemption.
64
<PAGE>
Traditionally, residential mortgage lenders have not taken steps to evaluate
whether hazardous wastes or hazardous substances are present with respect to any
mortgaged property prior to the origination of the mortgage loan or prior to
foreclosure or accepting a deed-in-lieu of foreclosure. Accordingly, neither the
Seller, Norwest Mortgage nor Norwest Funding has made such evaluations prior to
the origination of the Mortgage Loans, nor does Norwest Mortgage or Norwest
Funding require that such evaluations be made by originators who have sold the
Mortgage Loans to Norwest Mortgage. Neither the Seller nor Norwest Mortgage is
required to undertake any such evaluations prior to foreclosure or accepting a
deed-in-lieu of foreclosure. Neither the Seller nor the Master Servicer makes
any representations or warranties or assumes any liability with respect to: the
environmental condition of such Mortgaged Property; the absence, presence or
effect of hazardous wastes or hazardous substances on any Mortgaged Property;
any casualty resulting from the presence or effect of hazardous wastes or
hazardous substances on, near or emanating from such Mortgaged Property; the
impact on Certificateholders of any environmental condition or presence of any
substance on or near such Mortgaged Property; or the compliance of any Mortgaged
Property with any environmental laws, nor is any agent, person or entity
otherwise affiliated with the Seller authorized or able to make any such
representation, warranty or assumption of liability relative to any such
Mortgaged Property. See "The Trust Estates -- Mortgage Loans -- Representations
and Warranties" and "Servicing of the Mortgage Loans -- Enforcement of
Due-on-Sale Clauses; Realization Upon Defaulted Mortgage Loans" above.
"DUE-ON-SALE" CLAUSES
The forms of note, mortgage and deed of trust relating to conventional
Mortgage Loans may contain a "due-on-sale" clause permitting acceleration of the
maturity of a loan if the borrower transfers its interest in the property. In
recent years, court decisions and legislative actions placed substantial
restrictions on the right of lenders to enforce such clauses in many states.
However, effective October 15, 1982, Congress enacted the Garn-St Germain
Depository Institutions Act of 1982 (the "Garn Act") which purports to preempt
state laws which prohibit the enforcement of "due-on-sale" clauses by providing
among other matters, that "due-on-sale" clauses in certain loans (which loans
may include the Mortgage Loans) made after the effective date of the Garn Act
are enforceable, within certain limitations as set forth in the Garn Act and the
regulations promulgated thereunder. "Due-on-sale" clauses contained in mortgage
loans originated by federal savings and loan associations or federal savings
banks are fully enforceable pursuant to regulations of the Office of Thrift
Supervision ("OTS"), as successor to the Federal Home Loan Bank Board ("FHLBB"),
which preempt state law restrictions on the enforcement of such clauses.
Similarly, "due-on-sale" clauses in mortgage loans made by national banks and
federal credit unions are now fully enforceable pursuant to preemptive
regulations of the Comptroller of the Currency and the National Credit Union
Administration, respectively.
The Garn Act created a limited exemption from its general rule of
enforceability for "due-on-sale" clauses in certain mortgage loans ("Window
Period Loans") which were originated by non-federal lenders and made or assumed
in certain states ("Window Period States") during the period, prior to October
15, 1982, in which that state prohibited the enforcement of "due-on-sale"
clauses by constitutional provision, statute or statewide court decision (the
"Window Period"). Though neither the Garn Act nor the OTS regulations actually
names the Window Period States, the Federal Home Loan Mortgage Corporation has
taken the position, in prescribing mortgage loan servicing standards with
respect to mortgage loans which it has purchased, that the Window Period States
were: Arizona, Arkansas, California, Colorado, Georgia, Iowa, Michigan,
Minnesota, New Mexico, Utah and Washington. Under the Garn Act, unless a Window
Period State took action by October 15, 1985, the end of the Window Period, to
further regulate enforcement of "due-on-sale" clauses in Window Period Loans,
"due-on-sale" clauses would become enforceable even in Window Period Loans. Five
of the Window Period States (Arizona, Minnesota, Michigan, New Mexico and Utah)
have taken actions which restrict the enforceability of "due-on-sale" clauses in
Window Period Loans beyond October 15, 1985. The actions taken vary among such
states.
65
<PAGE>
By virtue of the Garn Act, a Servicer may generally be permitted to
accelerate any conventional Mortgage Loan which contains a "due-on-sale" clause
upon transfer of an interest in the property subject to the mortgage or deed of
trust. With respect to any Mortgage Loan secured by a residence occupied or to
be occupied by the borrower, this ability to accelerate will not apply to
certain types of transfers, including (i) the granting of a leasehold interest
which has a term of three years or less and which does not contain an option to
purchase, (ii) a transfer to a relative resulting from the death of a borrower,
or a transfer where the spouse or children become an owner of the property in
each case where the transferee(s) will occupy the property, (iii) a transfer
resulting from a decree of dissolution of marriage, legal separation agreement
or from an incidental property settlement agreement by which the spouse becomes
an owner of the property, (iv) the creation of a lien or other encumbrance
subordinate to the lender's security instrument which does not relate to a
transfer of rights of occupancy in the property (provided that such lien or
encumbrance is not created pursuant to a contract for deed), (v) a transfer by
devise, descent or operation of law on the death of a joint tenant or tenant by
the entirety, (vi) a transfer into an INTER VIVOS trust in which the borrower is
the beneficiary and which does not relate to a transfer of rights of occupancy;
and (vii) other transfers as set forth in the Garn Act and the regulations
thereunder. The extent of the effect of the Garn Act on the average lives and
delinquency rates of the Mortgage Loans cannot be predicted. See "Prepayment and
Yield Considerations."
APPLICABILITY OF USURY LAWS
Title V of the Depository Institutions Deregulation and Monetary Control Act
of 1980, enacted in March 1980 ("Title V"), provides that state usury
limitations shall not apply to certain types of residential first mortgage loans
originated by certain lenders after March 31, 1980. The OTS as successor to the
FHLBB is authorized to issue rules and regulations and to publish
interpretations governing implementation of Title V. The statute authorized any
state to reimpose interest rate limits by adopting before April 1, 1983, a law
or constitutional provision which expressly rejects application of the federal
law. Fifteen states have adopted laws reimposing or reserving the right to
reimpose interest rate limits. In addition, even where Title V is not so
rejected, any state is authorized to adopt a provision limiting certain other
loan charges.
The Seller will represent and warrant in the Pooling and Servicing Agreement
to the Trustee for the benefit of Certificateholders that all Mortgage Loans are
originated in full compliance with applicable state laws, including usury laws.
See "The Pooling and Servicing Agreement -- Assignment of Mortgage Loans to the
Trustee."
ENFORCEABILITY OF CERTAIN PROVISIONS
Standard forms of note, mortgage and deed of trust generally contain
provisions obligating the borrower to pay a late charge if payments are not
timely made and in some circumstances may provide for prepayment fees or
penalties if the obligation is paid prior to maturity. In certain states, there
are or may be specific limitations upon late charges which a lender may collect
from a borrower for delinquent payments. Certain states also limit the amounts
that a lender may collect from a borrower as an additional charge if the loan is
prepaid. Under the Pooling and Servicing Agreement, late charges and prepayment
fees (to the extent permitted by law and not waived by the Servicer) will be
retained by the Servicer as additional servicing compensation.
Courts have imposed general equitable principles upon foreclosure. These
equitable principles are generally designed to relieve the borrower from the
legal effect of defaults under the loan documents. Examples of judicial remedies
that may be fashioned include judicial requirements that the lender undertake
affirmative and expensive actions to determine the causes for the borrower's
default and the likelihood that the borrower will be able to reinstate the loan.
In some cases, courts have substituted their judgment for the lender's judgment
and have required lenders to reinstate loans or recast payment schedules to
accommodate borrowers who are suffering from temporary financial disability. In
some cases, courts have limited the right of lenders to foreclose if the default
under the mortgage instrument is not monetary, such as the borrower failing to
adequately maintain
66
<PAGE>
the property or the borrower executing a second mortgage or deed of trust
affecting the property. In other cases, some courts have been faced with the
issue of whether federal or state constitutional provisions reflecting due
process concerns for adequate notice require that borrowers under the deeds of
trust receive notices in addition to the statutorily-prescribed minimum
requirements. For the most part, these cases have upheld the notice provisions
as being reasonable or have found that the sale by a trustee under a deed of
trust or under a mortgage having a power of sale does not involve sufficient
state action to afford constitutional protections to the borrower.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following general discussion represents the opinion of Cadwalader,
Wickersham & Taft as to the anticipated material federal income tax consequences
of the purchase, ownership and disposition of Certificates. The discussion below
does not purport to address all federal income tax consequences that may be
applicable to particular categories of investors, some of which may be subject
to special rules. The authorities on which this discussion is based are subject
to change or differing interpretations, and any such change or interpretation
could apply retroactively. This discussion reflects the applicable provisions of
the Code, as well as regulations (the "REMIC Regulations") promulgated by the
U.S. Department of the Treasury on December 23, 1992. Investors should consult
their own tax advisors in determining the federal, state, local and any other
tax consequences to them of the purchase, ownership and disposition of
Certificates.
For purposes of this discussion, where the applicable Prospectus Supplement
provides for a Fixed Retained Yield with respect to the Mortgage Loans of a
Series of Certificates, references to the Mortgage Loans will be deemed to refer
to that portion of the Mortgage Loans held by the Trust Estate that does not
include the Fixed Retained Yield. References to a "Holder" or
"Certificateholder" in this discussion generally mean the beneficial owner of a
Certificate.
FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES
GENERAL
With respect to a particular Series of Certificates, an election may be made
to treat the Trust Estate or one or more segregated pools of assets therein as
one or more REMICs within the meaning of Code Section 860D. A Trust Estate or a
portion or portions thereof as to which one or more REMIC elections will be made
will be referred to as a "REMIC Pool." For purposes of this discussion,
Certificates of a Series as to which one or more REMIC elections are made are
referred to as "REMIC Certificates" and will consist of one or more Classes of
"Regular Certificates" and one Class of "Residual Certificates" in the case of
each REMIC Pool. Qualification as a REMIC requires ongoing compliance with
certain conditions. With respect to each Series of REMIC Certificates,
Cadwalader, Wickersham & Taft, counsel to the Seller, has advised the Seller
that in the firm's opinion, assuming (i) the making of an appropriate election,
(ii) compliance with the Pooling and Servicing Agreement, and (iii) compliance
with any changes in the law, including any amendments to the Code or applicable
Treasury regulations thereunder, each REMIC Pool will qualify as a REMIC. In
such case, the Regular Certificates will be considered to be "regular interests"
in the REMIC Pool and generally will be treated for federal income tax purposes
as if they were newly originated debt instruments, and the Residual Certificates
will be considered to be "residual interests" in the REMIC Pool. The Prospectus
Supplement for each Series of Certificates will indicate whether one or more
REMIC elections with respect to the related Trust Estate will be made, in which
event references to "REMIC" or "REMIC Pool" herein shall be deemed to refer to
each such REMIC Pool.
STATUS OF REMIC CERTIFICATES
REMIC Certificates held by a domestic building and loan association will
constitute "a regular or residual interest in a REMIC" within the meaning of
Code Section 7701(a)(19)(C)(xi) in the same proportion that the assets of the
REMIC Pool would be treated as "loans...secured by an interest in real property"
within the meaning of Code Section 7701(a)(19)(C)(v) or as other assets
described in
67
<PAGE>
Code Section 7701(a)(19)(C). REMIC Certificates held by a real estate investment
trust will constitute "real estate assets" within the meaning of Code Section
856(c)(5)(A), and interest on the Regular Certificates and income with respect
to Residual Certificates will be considered "interest on obligations secured by
mortgages on real property or on interests in real property" within the meaning
of Code Section 856(c)(3)(B) in the same proportion that, for both purposes, the
assets of the REMIC Pool would be so treated. If at all times 95% or more of the
assets of the REMIC Pool qualify for each of the foregoing treatments, the REMIC
Certificates will qualify for the corresponding status in their entirety. For
purposes of Code Section 856(c)(5)(A), payments of principal and interest on the
Mortgage Loans that are reinvested pending distribution to holders of REMIC
Certificates qualify for such treatment. Where two REMIC Pools are a part of a
tiered structure they will be treated as one REMIC for purposes of the tests
described above respecting asset ownership of more or less than 95%. In
addition, if the assets of the REMIC include Buy-Down Loans, it is possible that
the percentage of such assets constituting "loans...secured by an interest in
real property" for purposes of Code Section 7701(a)(19)(C)(v) may be required to
be reduced by the amount of the related Buy-Down Funds. REMIC Certificates held
by a regulated investment company will not constitute "Government securities"
within the meaning of Code Section 851(b)(4)(A)(i). REMIC Certificates held by
certain financial institutions will constitute an "evidence of indebtedness"
within the meaning of Code Section 582(c)(1). The Small Business Job Protection
Act of 1996 (the "SBJPA of 1996") repealed the reserve method for bad debts of
domestic building and loan associations and mutual savings banks, and thus has
eliminated the asset category of "qualifying real property loans" in former Code
Section 593(d) for taxable years beginning after December 31, 1995. The
requirement in the SBJPA of 1996 that such institutions must "recapture" a
portion of their existing bad debt reserves is suspended if a certain portion of
their assets are maintained in "residential loans" under Code Section
7701(a)(19)(C)(v), but only if such loans were made to acquire, construct or
improve the related real property and NOT for the purpose of refinancing.
However, no effort will be made to identify the portion of the Mortgage Loans of
any Series meeting this requirement, and no representation is made in this
regard.
QUALIFICATION AS A REMIC
In order for the REMIC Pool to qualify as a REMIC, there must be ongoing
compliance on the part of the REMIC Pool with the requirements set forth in the
Code. The REMIC Pool must fulfill an asset test, which requires that no more
than a DE MINIMIS portion of the assets of the REMIC Pool, as of the close of
the third calendar month beginning after the "Startup Day" (which for purposes
of this discussion is the date of issuance of the REMIC Certificates) and at all
times thereafter, may consist of assets other than "qualified mortgages" and
"permitted investments." The REMIC Regulations provide a safe harbor pursuant to
which the DE MINIMIS requirement will be met if at all times the aggregate
adjusted basis of the nonqualified assets is less than 1% of the aggregate
adjusted basis of all the REMIC Pool's assets. An entity that fails to meet the
safe harbor may nevertheless demonstrate that it holds no more than a DE MINIMIS
amount of nonqualified assets. A REMIC Pool also must provide "reasonable
arrangements" to prevent its residual interests from being held by "disqualified
organizations" or agents thereof and must furnish applicable tax information to
transferors or agents that violate this requirement. See "Taxation of Residual
Certificates -- Tax-Related Restrictions on Transfer of Residual Certificates --
Disqualified Organizations."
A qualified mortgage is any obligation that is principally secured by an
interest in real property and that is either transferred to the REMIC Pool on
the Startup Day or is purchased by the REMIC Pool within a three-month period
thereafter pursuant to a fixed price contract in effect on the Startup Day.
Qualified mortgages include whole mortgage loans, such as the Mortgage Loans,
and, generally, certificates of beneficial interest in a grantor trust that
holds mortgage loans and regular interests in another REMIC, such as lower-tier
regular interests in a tiered REMIC. The REMIC Regulations specify that loans
secured by timeshare interests and shares held by a tenant stockholder in a
cooperative housing corporation can be qualified mortgages. A qualified mortgage
includes a qualified replacement mortgage, which is any property that would have
been treated as a qualified mortgage if
68
<PAGE>
it were transferred to the REMIC Pool on the Startup Day and that is received
either (i) in exchange for any qualified mortgage within a three-month period
thereafter or (ii) in exchange for a "defective obligation" within a two-year
period thereafter. A "defective obligation" includes (i) a mortgage in default
or as to which default is reasonably foreseeable, (ii) a mortgage as to which a
customary representation or warranty made at the time of transfer to the REMIC
Pool has been breached, (iii) a mortgage that was fraudulently procured by the
mortgagor, and (iv) a mortgage that was not in fact principally secured by real
property (but only if such mortgage is disposed of within 90 days of discovery).
A Mortgage Loan that is "defective" as described in clause (iv) that is not sold
or, if within two years of the Startup Day, exchanged, within 90 days of
discovery, ceases to be a qualified mortgage after such 90-day period.
Permitted investments include cash flow investments, qualified reserve
assets, and foreclosure property. A cash flow investment is an investment,
earning a return in the nature of interest, of amounts received on or with
respect to qualified mortgages for a temporary period, not exceeding 13 months,
until the next scheduled distribution to holders of interests in the REMIC Pool.
A qualified reserve asset is any intangible property held for investment that is
part of any reasonably required reserve maintained by the REMIC Pool to provide
for payments of expenses of the REMIC Pool or amounts due on the regular or
residual interests in the event of defaults (including delinquencies) on the
qualified mortgages, lower than expected reinvestment returns, prepayment
interest shortfalls and certain other contingencies. The reserve fund will be
disqualified if more than 30% of the gross income from the assets in such fund
for the year is derived from the sale or other disposition of property held for
less than three months, unless required to prevent a default on the regular
interests caused by a default on one or more qualified mortgages. A reserve fund
must be reduced "promptly and appropriately" as payments on the Mortgage Loans
are received. Foreclosure property is real property acquired by the REMIC Pool
in connection with the default or imminent default of a qualified mortgage and
generally held for not more than two years, with extensions granted by the
Internal Revenue Service.
In addition to the foregoing requirements, the various interests in a REMIC
Pool also must meet certain requirements. All of the interests in a REMIC Pool
must be either of the following: (i) one or more classes of regular interests or
(ii) a single class of residual interests on which distributions, if any, are
made pro rata. A regular interest is an interest in a REMIC Pool that is issued
on the Startup Day with fixed terms, is designated as a regular interest, and
unconditionally entitles the holder to receive a specified principal amount (or
other similar amount), and provides that interest payments (or other similar
amounts), if any, at or before maturity either are payable based on a fixed rate
or a qualified variable rate, or consist of a specified, nonvarying portion of
the interest payments on qualified mortgages. Such a specified portion may
consist of a fixed number of basis points, a fixed percentage of the total
interest, or a qualified variable rate, inverse variable rate or difference
between two fixed or qualified variable rates on some or all of the qualified
mortgages. The specified principal amount of a regular interest that provides
for interest payments consisting of a specified, nonvarying portion of interest
payments on qualified mortgages may be zero. A residual interest is an interest
in a REMIC Pool other than a regular interest that is issued on the Startup Day
and that is designated as a residual interest. An interest in a REMIC Pool may
be treated as a regular interest even if payments of principal with respect to
such interest are subordinated to payments on other regular interests or the
residual interest in the REMIC Pool, and are dependent on the absence of
defaults or delinquencies on qualified mortgages or permitted investments, lower
than reasonably expected returns on permitted investments, unanticipated
expenses incurred by the REMIC Pool or prepayment interest shortfalls.
Accordingly, the Regular Certificates of a Series will constitute one or more
classes of regular interests, and the Residual Certificates with respect to that
Series will constitute a single class of residual interests on which
distributions are made pro rata.
If an entity, such as the REMIC Pool, fails to comply with one or more of
the ongoing requirements of the Code for REMIC status during any taxable year,
the Code provides that the entity will not be treated as a REMIC for such year
and thereafter. In this event, an entity with multiple classes of ownership
interests may be treated as a separate association taxable as a corporation
under Treasury
69
<PAGE>
regulations, and the Regular Certificates may be treated as equity interests
therein. The Code, however, authorizes the Treasury Department to issue
regulations that address situations where failure to meet one or more of the
requirements for REMIC status occurs inadvertently and in good faith, and
disqualification of the REMIC Pool would occur absent regulatory relief.
Investors should be aware, however, that the Conference Committee Report to the
Tax Reform Act of 1986 (the "1986 Act") indicates that the relief may be
accompanied by sanctions, such as the imposition of a corporate tax on all or a
portion of the REMIC Pool's income for the period of time in which the
requirements for REMIC status are not satisfied.
TAXATION OF REGULAR CERTIFICATES
GENERAL
In general, interest, original issue discount, and market discount on a
Regular Certificate will be treated as ordinary income to a holder of the
Regular Certificate (the "Regular Certificateholder"), and principal payments on
a Regular Certificate will be treated as a return of capital to the extent of
the Regular Certificateholder's basis in the Regular Certificate allocable
thereto. Regular Certificateholders must use the accrual method of accounting
with regard to Regular Certificates, regardless of the method of accounting
otherwise used by such Regular Certificateholders.
ORIGINAL ISSUE DISCOUNT
Compound Interest Certificates will be, and other classes of Regular
Certificates may be, issued with "original issue discount" within the meaning of
Code Section 1273(a). Holders of any Class or Subclass of Regular Certificates
having original issue discount generally must include original issue discount in
ordinary income for federal income tax purposes as it accrues, in accordance
with a constant interest method that takes into account the compounding of
interest, in advance of receipt of the cash attributable to such income. The
following discussion is based in part on temporary and final Treasury
regulations issued on February 2, 1994, as amended on June 14, 1996, (the "OID
Regulations") under Code Sections 1271 through 1273 and 1275 and in part on the
provisions of the 1986 Act. Regular Certificateholders should be aware, however,
that the OID Regulations do not adequately address certain issues relevant to
prepayable securities, such as the Regular Certificates. To the extent such
issues are not addressed in such regulations, the Seller intends to apply the
methodology described in the Conference Committee Report to the 1986 Act. No
assurance can be provided that the Internal Revenue Service will not take a
different position as to those matters not currently addressed by the OID
Regulations. Moreover, the OID Regulations include an anti-abuse rule allowing
the Internal Revenue Service to apply or depart from the OID Regulations where
necessary or appropriate to ensure a reasonable tax result in light of the
applicable statutory provisions. A tax result will not be considered
unreasonable under the anti-abuse rule in the absence of a substantial effect on
the present value of a taxpayer's tax liability. Investors are advised to
consult their own tax advisors as to the discussion herein and the appropriate
method for reporting interest and original issue discount with respect to the
Regular Certificates.
Each Regular Certificate (except to the extent described below with respect
to a Regular Certificate on which principal is distributed in a single
installment or by lots of specified principal amounts upon the request of a
Certificateholder or by random lot (a "Non-Pro Rata Certificate")) will be
treated as a single installment obligation for purposes of determining the
original issue discount includible in a Regular Certificateholder's income. The
total amount of original issue discount on a Regular Certificate is the excess
of the "stated redemption price at maturity" of the Regular Certificate over its
"issue price." The issue price of a Class of Regular Certificates offered
pursuant to this Prospectus generally is the first price at which a substantial
amount of such Class is sold to the public (excluding bond houses, brokers and
underwriters). Although unclear under the OID Regulations, the Seller intends to
treat the issue price of a Class as to which there is no substantial sale as of
the issue date or that is retained by the Seller as the fair market value of
that Class as of the issue date. The issue price of a Regular Certificate also
includes any amount paid by an initial Regular Certificateholder for accrued
interest that relates to a period prior to the issue date of the Regular
Certificate,
70
<PAGE>
unless the Regular Certificateholder elects on its federal income tax return to
exclude such amount from the issue price and to recover it on the first
Distribution Date. The stated redemption price at maturity of a Regular
Certificate always includes the original principal amount of the Regular
Certificate, but generally will not include distributions of interest if such
distributions constitute "qualified stated interest." Under the OID Regulations,
qualified stated interest generally means interest payable at a single fixed
rate or a qualified variable rate (as described below) provided that such
interest payments are unconditionally payable at intervals of one year or less
during the entire term of the Regular Certificate. Because there is no penalty
or default remedy in the case of nonpayment of interest with respect to a
Regular Certificate, it is possible that no interest on any Class of Regular
Certificates will be treated as qualified stated interest. However, except as
provided in the following three sentences or in the applicable Prospectus
Supplement, because the underlying Mortgage Loans provide for remedies in the
event of default, the Seller intends to treat interest with respect to the
Regular Certificates as qualified stated interest. Distributions of interest on
a Compound Interest Certificate, or on other Regular Certificates with respect
to which deferred interest will accrue, will not constitute qualified stated
interest, in which case the stated redemption price at maturity of such Regular
Certificates includes all distributions of interest as well as principal
thereon. Likewise, the Seller intends to treat an interest-only Class or a Class
on which interest is substantially disproportionate to its principal amount (a
so-called "super-premium" Class) as having no qualified stated interest. Where
the interval between the issue date and the first Distribution Date on a Regular
Certificate is shorter than the interval between subsequent Distribution Dates,
the interest attributable to the additional days will be included in the stated
redemption price at maturity.
Under a DE MINIMIS rule, original issue discount on a Regular Certificate
will be considered to be zero if such original issue discount is less than 0.25%
of the stated redemption price at maturity of the Regular Certificate multiplied
by the weighted average maturity of the Regular Certificate. For this purpose,
the weighted average maturity of the Regular Certificate is computed as the sum
of the amounts determined by multiplying the number of full years (I.E.,
rounding down partial years) from the issue date until each distribution in
reduction of stated redemption price at maturity is scheduled to be made by a
fraction, the numerator of which is the amount of each distribution included in
the stated redemption price at maturity of the Regular Certificate and the
denominator of which is the stated redemption price at maturity of the Regular
Certificate. The Conference Committee Report to the 1986 Act provides that the
schedule of such distributions should be determined in accordance with the
assumed rate of prepayment of the Mortgage Loans (the "Prepayment Assumption")
and the anticipated reinvestment rate, if any, relating to the Regular
Certificates. The Prepayment Assumption with respect to a Series of Regular
Certificates will be set forth in the applicable Prospectus Supplement. Holders
generally must report DE MINIMIS original issue discount pro rata as principal
payments are received, and such income will be capital gain if the Regular
Certificate is held as a capital asset. Under the OID Regulations, however,
Regular Certificateholders may elect to accrue all DE MINIMIS original issue
discount as well as market discount and market premium, under the constant yield
method. See "Election to Treat All Interest Under the Constant Yield Method."
A Regular Certificateholder generally must include in gross income for any
taxable year the sum of the "daily portions," as defined below, of the original
issue discount on the Regular Certificate accrued during an accrual period for
each day on which it holds the Regular Certificate, including the date of
purchase but excluding the date of disposition. The Seller will treat the
monthly period ending on the day before each Distribution Date as the accrual
period. With respect to each Regular Certificate, a calculation will be made of
the original issue discount that accrues during each successive full accrual
period (or shorter period from the date of original issue) that ends on the day
before the related Distribution Date on the Regular Certificate. The Conference
Committee Report to the 1986 Act states that the rate of accrual of original
issue discount is intended to be based on the Prepayment Assumption. Other than
as discussed below with respect to a Non-Pro Rata Certificate, the original
issue discount accruing in a full accrual period would be the excess, if any, of
(i) the sum of (a) the present value of all of the remaining distributions to be
made on the Regular Certificate as of the end of that accrual period, and (b)
the distributions made on the Regular Certificate during the accrual
71
<PAGE>
period that are included in the Regular Certificate's stated redemption price at
maturity, over (ii) the adjusted issue price of the Regular Certificate at the
beginning of the accrual period. The present value of the remaining
distributions referred to in the preceding sentence is calculated based on (i)
the yield to maturity of the Regular Certificate at the issue date, (ii) events
(including actual prepayments) that have occurred prior to the end of the
accrual period, and (iii) the Prepayment Assumption. For these purposes, the
adjusted issue price of a Regular Certificate at the beginning of any accrual
period equals the issue price of the Regular Certificate, increased by the
aggregate amount of original issue discount with respect to the Regular
Certificate that accrued in all prior accrual periods and reduced by the amount
of distributions included in the Regular Certificate's stated redemption price
at maturity that were made on the Regular Certificate in such prior periods. The
original issue discount accruing during any accrual period (as determined in
this paragraph) will then be divided by the number of days in the period to
determine the daily portion of original issue discount for each day in the
period. With respect to an initial accrual period shorter than a full accrual
period, the daily portions of original issue discount must be determined
according to an appropriate allocation under any reasonable method.
Under the method described above, the daily portions of original issue
discount required to be included in income by a Regular Certificateholder
generally will increase to take into account prepayments on the Regular
Certificates as a result of prepayments on the Mortgage Loans that exceed the
Prepayment Assumption, and generally will decrease (but not below zero for any
period) if the prepayments are slower than the Prepayment Assumption. An
increase in prepayments on the Mortgage Loans with respect to a Series of
Regular Certificates can result in both a change in the priority of principal
payments with respect to certain Classes of Regular Certificates and either an
increase or decrease in the daily portions of original issue discount with
respect to such Regular Certificates.
In the case of a Non-Pro Rata Certificate, the Seller intends to determine
the yield to maturity of such Certificate based upon the anticipated payment
characteristics of the Class as a whole under the Prepayment Assumption. In
general, the original issue discount accruing on each Non-Pro Rata Certificate
in a full accrual period would be its allocable share of the original issue
discount with respect to the entire Class, as determined in accordance with the
preceding paragraph. However, in the case of a distribution in retirement of the
entire unpaid principal balance of any Non-Pro Rata Certificate (or portion of
such unpaid principal balance), (a) the remaining unaccrued original issue
discount allocable to such Certificate (or to such portion) will accrue at the
time of such distribution, and (b) the accrual of original issue discount
allocable to each remaining Certificate of such Class (or the remaining unpaid
principal balance of a partially redeemed Non-Pro Rata Certificate after a
distribution of principal has been received) will be adjusted by reducing the
present value of the remaining payments on such Class and the adjusted issue
price of such Class to the extent attributable to the portion of the unpaid
principal balance thereof that was distributed. The Seller believes that the
foregoing treatment is consistent with the "pro rata prepayment" rules of the
OID Regulations, but with the rate of accrual of original issue discount
determined based on the Prepayment Assumption for the Class as a whole.
Investors are advised to consult their tax advisors as to this treatment.
ACQUISITION PREMIUM
A purchaser of a Regular Certificate at a price greater than its adjusted
issue price but less than its stated redemption price at maturity will be
required to include in gross income the daily portions of the original issue
discount on the Regular Certificate reduced pro rata by a fraction, the
numerator of which is the excess of its purchase price over such adjusted issue
price and the denominator of which is the excess of the remaining stated
redemption price at maturity over the adjusted issue price. Alternatively, such
a subsequent purchaser may elect to treat all such acquisition premium under the
constant yield method, as described below under the heading "Election to Treat
All Interest Under the Constant Yield Method."
72
<PAGE>
VARIABLE RATE REGULAR CERTIFICATES
Regular Certificates may provide for interest based on a variable rate.
Under the OID Regulations, interest is treated as payable at a variable rate if,
generally, (i) the issue price does not exceed the original principal balance by
more than a specified amount and (ii) the interest compounds or is payable at
least annually at current values of (a) one or more "qualified floating rates,"
(b) a single fixed rate and one or more qualified floating rates, (c) a single
"objective rate," or (d) a single fixed rate and a single objective rate that is
a "qualified inverse floating rate." A floating rate is a qualified floating
rate if variations in the rate can reasonably be expected to measure
contemporaneous variations in the cost of newly borrowed funds, where such rate
is subject to a fixed multiple that is greater than 0.65 but not more than 1.35.
Such rate may also be increased or decreased by a fixed spread or subject to a
fixed cap or floor, or a cap or floor that is not reasonably expected as of the
issue date to affect the yield of the instrument significantly. An objective
rate is any rate (other than a qualified floating rate) that is determined using
a single fixed formula and that is based on objective financial or economic
information, provided that such information is not (i) within the control of the
issuer or a related party or (ii) unique to the circumstances of the issuer or a
related party. A qualified inverse floating rate is a rate equal to a fixed rate
minus a qualified floating rate that inversely reflects contemporaneous
variations in the cost of newly borrowed funds; an inverse floating rate that is
not a qualified inverse floating rate may nevertheless be an objective rate. A
Class of Regular Certificates may be issued under this Prospectus that does not
have a variable rate under the foregoing rules, for example, a Class that bears
different rates at different times during the period it is outstanding such that
it is considered significantly "front-loaded" or "back-loaded" within the
meaning of the OID Regulations. It is possible that such a Class may be
considered to bear "contingent interest" within the meaning of the OID
Regulations. The OID Regulations, as they relate to the treatment of contingent
interest, are by their terms not applicable to Regular Certificates. However, if
final regulations dealing with contingent interest with respect to Regular
Certificates apply the same principles as the OID Regulations, such regulations
may lead to different timing of income inclusion than would be the case under
the OID Regulations. Furthermore, application of such principles could lead to
the characterization of gain on the sale of contingent interest Regular
Certificates as ordinary income. Investors should consult their tax advisors
regarding the appropriate treatment of any Regular Certificate that does not pay
interest at a fixed rate or variable rate as described in this paragraph.
Under the REMIC Regulations, a Regular Certificate (i) bearing a rate that
qualifies as a variable rate under the OID Regulations that is tied to current
values of a variable rate (or the highest, lowest or average of two or more
variable rates, including a rate based on the average cost of funds of one or
more financial institutions), or a positive or negative multiple of such a rate
(plus or minus a specified number of basis points), or that represents a
weighted average of rates on some or all of the Mortgage Loans, including such a
rate that is subject to one or more caps or floors, or (ii) bearing one or more
such variable rates for one or more periods, or one or more fixed rates for one
or more periods, and a different variable rate or fixed rate for other periods,
qualifies as a regular interest in a REMIC. Accordingly, unless otherwise
indicated in the applicable Prospectus Supplement, the Seller intends to treat
Regular Certificates that qualify as regular interests under this rule in the
same manner as obligations bearing a variable rate for original issue discount
reporting purposes.
The amount of original issue discount with respect to a Regular Certificate
bearing a variable rate of interest will accrue in the manner described above
under "Original Issue Discount," with the yield to maturity and future payments
on such Regular Certificate generally to be determined by assuming that interest
will be payable for the life of the Regular Certificate based on the initial
rate (or, if different, the value of the applicable variable rate as of the
pricing date) for the relevant Class. Unless required otherwise by applicable
final regulations, the Seller intends to treat such variable interest as
qualified stated interest, other than variable interest on an interest-only or
super-premium Class,
73
<PAGE>
which will be treated as non-qualified stated interest includible in the stated
redemption price at maturity. Ordinary income reportable for any period will be
adjusted based on subsequent changes in the applicable interest rate index.
Although unclear under the OID Regulations, unless required otherwise by
applicable final regulations, the Seller intends to treat Regular Certificates
bearing an interest rate that is a weighted average of the net interest rates on
Mortgage Loans as having qualified stated interest, except to the extent that
initial "teaser" rates cause sufficiently "back-loaded" interest to create more
than DE MINIMIS original issue discount. The yield on such Regular Certificates
for purposes of accruing original issue discount will be a hypothetical fixed
rate based on the fixed rates, in the case of fixed rate Mortgage Loans, and
initial "teaser rates" followed by fully indexed rates, in the case of
adjustable rate Mortgage Loans. In the case of adjustable rate Mortgage Loans,
the applicable index used to compute interest on the Mortgage Loans in effect on
the pricing date (or possibly the issue date) will be deemed to be in effect
beginning with the period in which the first weighted average adjustment date
occurring after the issue date occurs. Adjustments will be made in each accrual
period either increasing or decreasing the amount of ordinary income reportable
to reflect the actual Pass-Through Rate on the Regular Certificates.
MARKET DISCOUNT
A purchaser of a Regular Certificate also may be subject to the market
discount rules of Code Sections 1276 through 1278. Under these sections and the
principles applied by the OID Regulations in the context of original issue
discount, "market discount" is the amount by which the purchaser's original
basis in the Regular Certificate (i) is exceeded by the then-current principal
amount of the Regular Certificate, or (ii) in the case of a Regular Certificate
having original issue discount, is exceeded by the adjusted issue price of such
Regular Certificate at the time of purchase. Such purchaser generally will be
required to recognize ordinary income to the extent of accrued market discount
on such Regular Certificate as distributions includible in the stated redemption
price at maturity thereof are received, in an amount not exceeding any such
distribution. Such market discount would accrue in a manner to be provided in
Treasury regulations and should take into account the Prepayment Assumption. The
Conference Committee Report to the 1986 Act provides that until such regulations
are issued, such market discount would accrue either (i) on the basis of a
constant interest rate, or (ii) in the ratio of stated interest allocable to the
relevant period to the sum of the interest for such period plus the remaining
interest as of the end of such period, or in the case of a Regular Certificate
issued with original issue discount, in the ratio of original issue discount
accrued for the relevant period to the sum of the original issue discount
accrued for such period plus the remaining original issue discount as of the end
of such period. Such purchaser also generally will be required to treat a
portion of any gain on a sale or exchange of the Regular Certificate as ordinary
income to the extent of the market discount accrued to the date of disposition
under one of the foregoing methods, less any accrued market discount previously
reported as ordinary income as partial distributions in reduction of the stated
redemption price at maturity were received. Such purchaser will be required to
defer deduction of a portion of the excess of the interest paid or accrued on
indebtedness incurred to purchase or carry a Regular Certificate over the
interest distributable thereon. The deferred portion of such interest expense in
any taxable year generally will not exceed the accrued market discount on the
Regular Certificate for such year. Any such deferred interest expense is, in
general, allowed as a deduction not later than the year in which the related
market discount income is recognized or the Regular Certificate is disposed of.
As an alternative to the inclusion of market discount in income on the foregoing
basis, the Regular Certificateholder may elect to include market discount in
income currently as it accrues on all market discount instruments acquired by
such Regular Certificateholder in that taxable year or thereafter, in which case
the interest deferral rule will not apply. See "Election to Treat All Interest
Under the Constant Yield Method" below regarding an alternative manner in which
such election may be deemed to be made.
By analogy to the OID Regulations, market discount with respect to a Regular
Certificate will be considered to be zero if such market discount is less than
0.25% of the remaining stated redemption
74
<PAGE>
price at maturity of such Regular Certificate multiplied by the weighted average
maturity of the Regular Certificate (determined as described above in the third
paragraph under "Original Issue Discount") remaining after the date of purchase.
It appears that DE MINIMIS market discount would be reported in a manner similar
to DE MINIMIS original issue discount. See "Original Issue Discount" above.
Treasury regulations implementing the market discount rules have not yet been
issued, and therefore investors should consult their own tax advisors regarding
the application of these rules. Investors should also consult Revenue Procedure
92-67 concerning the elections to include market discount in income currently
and to accrue market discount on the basis of the constant yield method.
PREMIUM
A Regular Certificate purchased at a cost greater than its remaining stated
redemption price at maturity generally is considered to be purchased at a
premium. If the Regular Certificateholder holds such Regular Certificate as a
"capital asset" within the meaning of Code Section 1221, the Regular
Certificateholder may elect under Code Section 171 to amortize such premium
under the constant yield method. Such election will apply to all debt
obligations acquired by the Regular Certificateholder at a premium held in that
taxable year or thereafter, unless revoked with the permission of the Internal
Revenue Service. The Conference Committee Report to the 1986 Act indicates a
Congressional intent that the same rules that apply to the accrual of market
discount on installment obligations will also apply to amortizing bond premium
under Code Section 171 on installment obligations such as the Regular
Certificates, although it is unclear whether the alternatives to the constant
interest method described above under "Market Discount" are available.
Amortizable bond premium will be treated as an offset to interest income on a
Regular Certificate, rather than as a separate deduction item. See "Election to
Treat All Interest Under the Constant Yield Method" below regarding an
alternative manner in which the Code Section 171 election may be deemed to be
made.
ELECTION TO TREAT ALL INTEREST UNDER THE CONSTANT YIELD METHOD
A holder of a debt instrument such as a Regular Certificate may elect to
treat all interest that accrues on the instrument using the constant yield
method, with none of the interest being treated as qualified stated interest.
For purposes of applying the constant yield method to a debt instrument subject
to such an election, (i) "interest" includes stated interest, original issue
discount, DE MINIMIS original issue discount, market discount and DE MINIMIS
market discount, as adjusted by any amortizable bond premium or acquisition
premium and (ii) the debt instrument is treated as if the instrument were issued
on the holder's acquisition date in the amount of the holder's adjusted basis
immediately after acquisition. It is unclear whether, for this purpose, the
initial Prepayment Assumption would continue to apply or if a new prepayment
assumption as of the date of the holder's acquisition would apply. A holder
generally may make such an election on an instrument by instrument basis or for
a class or group of debt instruments. However, if the holder makes such an
election with respect to a debt instrument with amortizable bond premium or with
market discount, the holder is deemed to have made elections to amortize bond
premium or to report market discount income currently as it accrues under the
constant yield method, respectively, for all premium bonds held or market
discount bonds acquired by the holder in the same taxable year or thereafter.
The election is made on the holder's federal income tax return for the year in
which the debt instrument is acquired and is irrevocable except with the
approval of the Internal Revenue Service. Investors should consult their own tax
advisors regarding the advisability of making such an election.
TREATMENT OF LOSSES
Regular Certificateholders will be required to report income with respect to
Regular Certificates on the accrual method of accounting, without giving effect
to delays or reductions in distributions attributable to defaults or
delinquencies on the Mortgage Loans, except to the extent it can be established
that such losses are uncollectible. Accordingly, the holder of a Regular
Certificate, particularly a Subordinated Certificate, may have income, or may
incur a diminution in cash flow as a result of a default or delinquency, but may
not be able to take a deduction (subject to the discussion below) for the
corresponding loss until a subsequent taxable year. In this regard, investors
are cautioned that while they may generally cease to accrue interest income if
it reasonably appears that the interest will
75
<PAGE>
be uncollectible, the Internal Revenue Service may take the position that
original issue discount must continue to be accrued in spite of its
uncollectibility until the debt instrument is disposed of in a taxable
transaction or becomes worthless in accordance with the rules of Code Section
166. To the extent the rules of Code Section 166 regarding bad debts are
applicable, it appears that Regular Certificateholders that are corporations or
that otherwise hold the Regular Certificates in connection with a trade or
business should in general be allowed to deduct as an ordinary loss such loss
with respect to principal sustained during the taxable year on account of any
such Regular Certificates becoming wholly or partially worthless, and that, in
general, Regular Certificateholders that are not corporations and do not hold
the Regular Certificates in connection with a trade or business should be
allowed to deduct as a short-term capital loss any loss sustained during the
taxable year on account of a portion of any such Regular Certificates becoming
wholly worthless. Although the matter is not free from doubt, such non-corporate
Regular Certificateholders should be allowed a bad debt deduction at such time
as the principal balance of such Regular Certificates is reduced to reflect
losses resulting from any liquidated Mortgage Loans. The Internal Revenue
Service, however, could take the position that non-corporate holders will be
allowed a bad debt deduction to reflect such losses only after all the Mortgage
Loans remaining in the Trust Estate have been liquidated or the applicable Class
of Regular Certificates has been otherwise retired. The Internal Revenue Service
could also assert that losses on the Regular Certificates are deductible based
on some other method that may defer such deductions for all holders, such as
reducing future cash flow for purposes of computing original issue discount.
This may have the effect of creating "negative" original issue discount which
would be deductible only against future positive original issue discount or
otherwise upon termination of the Class. Regular Certificateholders are urged to
consult their own tax advisors regarding the appropriate timing, amount and
character of any loss sustained with respect to such Regular Certificates. While
losses attributable to interest previously reported as income should be
deductible as ordinary losses by both corporate and non-corporate holders, the
Internal Revenue Service may take the position that losses attributable to
accrued original issue discount may only be deducted as capital losses in the
case of non-corporate holders who do not hold the Regular Certificates in
connection with a trade or business. Special loss rules are applicable to banks
and thrift institutions, including rules regarding reserves for bad debts. Such
taxpayers are advised to consult their tax advisors regarding the treatment of
losses on Regular Certificates.
SALE OR EXCHANGE OF REGULAR CERTIFICATES
If a Regular Certificateholder sells or exchanges a Regular Certificate, the
Regular Certificateholder will recognize gain or loss equal to the difference,
if any, between the amount received and its adjusted basis in the Regular
Certificate. The adjusted basis of a Regular Certificate generally will equal
the cost of the Regular Certificate to the seller, increased by any original
issue discount or market discount previously included in the seller's gross
income with respect to the Regular Certificate and reduced by amounts included
in the stated redemption price at maturity of the Regular Certificate that were
previously received by the seller, by any amortized premium and by any
recognized losses.
Except as described above with respect to market discount, and except as
provided in this paragraph, any gain or loss on the sale or exchange of a
Regular Certificate realized by an investor who holds the Regular Certificate as
a capital asset will be capital gain or loss and will be long-term or short-term
depending on whether the Regular Certificate has been held for the long-term
capital gain holding period (currently, more than one year). Such gain will be
treated as ordinary income (i) if a Regular Certificate is held as part of a
"conversion transaction" as defined in Code Section 1258(c), up to the amount of
interest that would have accrued on the Regular Certificateholder's net
investment in the conversion transaction at 120% of the appropriate applicable
Federal rate under Code Section 1274(d) in effect at the time the taxpayer
entered into the transaction minus any amount previously treated as ordinary
income with respect to any prior disposition of property that was held as part
of such transaction, (ii) in the case of a non-corporate taxpayer, to the extent
such taxpayer has made an election under Code Section 163(d)(4) to have net
capital gains taxed as investment income at
76
<PAGE>
ordinary income rates, or (iii) to the extent that such gain does not exceed the
excess, if any, of (a) the amount that would have been includible in the gross
income of the holder if its yield on such Regular Certificate were 110% of the
applicable Federal rate as of the date of purchase, over (b) the amount of
income actually includible in the gross income of such holder with respect to
such Regular Certificate. In addition, gain or loss recognized from the sale of
a Regular Certificate by certain banks or thrift institutions will be treated as
ordinary income or loss pursuant to Code Section 582(c). Pursuant to the Revenue
Reconciliation Act of 1993, capital gains of certain non-corporate taxpayers are
subject to a lower maximum tax rate than ordinary income of such taxpayers. The
maximum tax rate for corporations is the same with respect to both ordinary
income and capital gains.
TAXATION OF RESIDUAL CERTIFICATES
TAXATION OF REMIC INCOME
Generally, the "daily portions" of REMIC taxable income or net loss will be
includible as ordinary income or loss in determining the federal taxable income
of holders of Residual Certificates ("Residual Holders"), and will not be taxed
separately to the REMIC Pool. The daily portions of REMIC taxable income or net
loss of a Residual Holder are determined by allocating the REMIC Pool's taxable
income or net loss for each calendar quarter ratably to each day in such quarter
and by allocating such daily portion among the Residual Holders in proportion to
their respective holdings of Residual Certificates in the REMIC Pool on such
day. REMIC taxable income is generally determined in the same manner as the
taxable income of an individual using the accrual method of accounting, except
that (i) the limitations on deductibility of investment interest expense and
expenses for the production of income do not apply, (ii) all bad loans will be
deductible as business bad debts, and (iii) the limitation on the deductibility
of interest and expenses related to tax-exempt income will apply. The REMIC
Pool's gross income includes interest, original issue discount income, and
market discount income, if any, on the Mortgage Loans, reduced by amortization
of any premium on the Mortgage Loans, plus income from amortization of issue
premium, if any, on the Regular Certificates, plus income on reinvestment of
cash flows and reserve assets, plus any cancellation of indebtedness income upon
allocation of realized losses to the Regular Certificates. The REMIC Pool's
deductions include interest and original issue discount expense on the Regular
Certificates, servicing fees on the Mortgage Loans, other administrative
expenses of the REMIC Pool and realized losses on the Mortgage Loans. The
requirement that Residual Holders report their pro rata share of taxable income
or net loss of the REMIC Pool will continue until there are no Certificates of
any class of the related Series outstanding.
The taxable income recognized by a Residual Holder in any taxable year will
be affected by, among other factors, the relationship between the timing of
recognition of interest and original issue discount or market discount income or
amortization of premium with respect to the Mortgage Loans, on the one hand, and
the timing of deductions for interest (including original issue discount) or
income from amortization of issue premium on the Regular Certificates, on the
other hand. In the event that an interest in the Mortgage Loans is acquired by
the REMIC Pool at a discount, and one or more of such Mortgage Loans is prepaid,
the Residual Holder may recognize taxable income without being entitled to
receive a corresponding amount of cash because (i) the prepayment may be used in
whole or in part to make distributions in reduction of principal or Stated
Amount on the Regular Certificates, and (ii) the discount on the Mortgage Loans
which is includible in income may exceed the deduction allowed upon such
distributions on those Regular Certificates on account of any unaccrued original
issue discount relating to those Regular Certificates. When there is more than
one Class of Regular Certificates that distribute principal or payments in
reduction of Stated Amount sequentially, this mismatching of income and
deductions is particularly likely to occur in the early years following issuance
of the Regular Certificates when distributions in reduction of principal or
Stated Amount are being made in respect of earlier Classes of Regular
Certificates to the extent that such Classes are not issued with substantial
discount or are issued at a premium. If taxable income attributable to such a
mismatching is realized, in general, losses would be allowed in later years as
distributions on the later maturing Classes of Regular Certificates are made.
Taxable income may also be greater in earlier years than in later years as a
result of the fact that interest expense deductions, expressed as a
77
<PAGE>
percentage of the outstanding principal amount of such a Series of Regular
Certificates, may increase over time as distributions in reduction of principal
or Stated Amount are made on the lower yielding Classes of Regular Certificates,
whereas, to the extent the REMIC Pool consists of fixed rate Mortgage Loans,
interest income with respect to any given Mortgage Loan will remain constant
over time as a percentage of the outstanding principal amount of that loan.
Consequently, Residual Holders must have sufficient other sources of cash to pay
any federal, state, or local income taxes due as a result of such mismatching or
unrelated deductions against which to offset such income, subject to the
discussion of "excess inclusions" below under "-- Limitations on Offset or
Exemption of REMIC Income." The timing of such mismatching of income and
deductions described in this paragraph, if present with respect to a Series of
Certificates, may have a significant adverse effect upon a Residual Holder's
after-tax rate of return. In addition, a Residual Holder's taxable income during
certain periods may exceed the income reflected by such Residual Holder for such
periods in accordance with generally accepted accounting principles. Investors
should consult their own accountants concerning the accounting treatment of
their investment in Residual Certificates.
BASIS AND LOSSES
The amount of any net loss of the REMIC Pool that may be taken into account
by the Residual Holder is limited to the adjusted basis of the Residual
Certificate as of the close of the quarter (or time of disposition of the
Residual Certificate if earlier), determined without taking into account the net
loss for the quarter. The initial adjusted basis of a purchaser of a Residual
Certificate is the amount paid for such Residual Certificate. Such adjusted
basis will be increased by the amount of taxable income of the REMIC Pool
reportable by the Residual Holder and will be decreased (but not below zero),
first, by a cash distribution from the REMIC Pool and, second, by the amount of
loss of the REMIC Pool reportable by the Residual Holder. Any loss that is
disallowed on account of this limitation may be carried over indefinitely with
respect to the Residual Holder as to whom such loss was disallowed and may be
used by such Residual Holder only to offset any income generated by the same
REMIC Pool.
A Residual Holder will not be permitted to amortize directly the cost of its
Residual Certificate as an offset to its share of the taxable income of the
related REMIC Pool. However, that taxable income will not include cash received
by the REMIC Pool that represents a recovery of the REMIC Pool's basis in its
assets. Such recovery of basis by the REMIC Pool will have the effect of
amortization of the issue price of the Residual Certificates over their life.
However, in view of the possible acceleration of the income of Residual Holders
described above under "Taxation of REMIC Income," the period of time over which
such issue price is effectively amortized may be longer than the economic life
of the Residual Certificates.
A Residual Certificate may have a negative value if the net present value of
anticipated tax liabilities exceeds the present value of anticipated cash flows.
The REMIC Regulations appear to treat the issue price of such a residual
interest as zero rather than such negative amount for purposes of determining
the REMIC Pool's basis in its assets. The preamble to the REMIC Regulations
states that the Internal Revenue Service may provide future guidance on the
proper tax treatment of payments made by a transferor of such a residual
interest to induce the transferee to acquire the interest, and Residual Holders
should consult their own tax advisors in this regard.
Further, to the extent that the initial adjusted basis of a Residual Holder
(other than an original holder) in the Residual Certificate is greater than the
corresponding portion of the REMIC Pool's basis in the Mortgage Loans, the
Residual Holder will not recover a portion of such basis until termination of
the REMIC Pool unless future Treasury regulations provide for periodic
adjustments to the REMIC income otherwise reportable by such holder. The REMIC
Regulations currently in effect do not so provide. See "-- Treatment of Certain
Items of REMIC Income and Expense -- Market Discount" below regarding the basis
of Mortgage Loans to the REMIC Pool and "Sale or Exchange of a Residual
Certificate" below regarding possible treatment of a loss upon termination of
the REMIC Pool as a capital loss.
78
<PAGE>
TREATMENT OF CERTAIN ITEMS OF REMIC INCOME AND EXPENSE
Although the Seller intends to compute REMIC income and expense in
accordance with the Code and applicable regulations, the authorities regarding
the determination of specific items of income and expense are subject to
differing interpretations. The Seller makes no representation as to the specific
method that it will use for reporting income with respect to the Mortgage Loans
and expenses with respect to the Regular Certificates and different methods
could result in different timing of reporting of taxable income or net loss to
Residual Holders or differences in capital gain versus ordinary income.
ORIGINAL ISSUE DISCOUNT AND PREMIUM. Generally, the REMIC Pool's deductions
for original issue discount and income from amortization of issue premium will
be determined in the same manner as original issue discount income on Regular
Certificates as described above under "Taxation of Regular Certificates --
Original Issue Discount" and "-- Variable Rate Regular Certificates," without
regard to the DE MINIMIS rule described therein, and "-- Premium."
MARKET DISCOUNT. The REMIC Pool will have market discount income in respect
of Mortgage Loans if, in general, the basis of the REMIC Pool in such Mortgage
Loans is exceeded by their unpaid principal balances. The REMIC Pool's basis in
such Mortgage Loans is generally the fair market value of the Mortgage Loans
immediately after the transfer thereof to the REMIC Pool. The REMIC Regulations
provide that such basis is equal in the aggregate to the issue prices of all
regular and residual interests in the REMIC Pool. The accrued portion of such
market discount would be recognized currently as an item of ordinary income in a
manner similar to original issue discount. Market discount income generally
should accrue in the manner described above under "Taxation of Regular
Certificates -- Market Discount."
PREMIUM. Generally, if the basis of the REMIC Pool in the Mortgage Loans
exceeds the unpaid principal balances thereof, the REMIC Pool will be considered
to have acquired such Mortgage Loans at a premium equal to the amount of such
excess. As stated above, the REMIC Pool's basis in Mortgage Loans is the fair
market value of the Mortgage Loans, based on the aggregate of the issue prices
of the regular and residual interests in the REMIC Pool immediately after the
transfer thereof to the REMIC Pool. In a manner analogous to the discussion
above under "Taxation of Regular Certificates -- Premium," a person that holds a
Mortgage Loan as a capital asset under Code Section 1221 may elect under Code
Section 171 to amortize premium on Mortgage Loans originated after September 27,
1985 under the constant yield method. Amortizable bond premium will be treated
as an offset to interest income on the Mortgage Loans, rather than as a separate
deduction item. Because substantially all of the mortgagors on the Mortgage
Loans are expected to be individuals, Code Section 171 will not be available for
premium on Mortgage Loans originated on or prior to September 27, 1985. Premium
with respect to such Mortgage Loans may be deductible in accordance with a
reasonable method regularly employed by the holder thereof. The allocation of
such premium pro rata among principal payments should be considered a reasonable
method; however, the Internal Revenue Service may argue that such premium should
be allocated in a different manner, such as allocating such premium entirely to
the final payment of principal.
LIMITATIONS ON OFFSET OR EXEMPTION OF REMIC INCOME
A portion (or all) of the REMIC taxable income includible in determining the
federal income tax liability of a Residual Holder will be subject to special
treatment. That portion, referred to as the "excess inclusion," is equal to the
excess of REMIC taxable income for the calendar quarter allocable to a Residual
Certificate over the daily accruals for such quarterly period of (i) 120% of the
long-term applicable Federal rate that would have applied to the Residual
Certificate (if it were a debt instrument) on the Startup Day under Code Section
1274(d), multiplied by (ii) the adjusted issue price of such Residual
Certificate at the beginning of such quarterly period. For this purpose, the
adjusted issue price of a Residual Certificate at the beginning of a quarter is
the issue price of the Residual Certificate, plus the amount of such daily
accruals of REMIC income described in this paragraph for all prior quarters,
decreased by any distributions made with respect to such Residual Certificate
prior
79
<PAGE>
to the beginning of such quarterly period. Accordingly, the portion of the REMIC
Pool's taxable income that will be treated as excess inclusions will be a larger
portion of such income as the adjusted issue price of the Residual Certificates
diminishes.
The portion of a Residual Holder's REMIC taxable income consisting of the
excess inclusions generally may not be offset by other deductions, including net
operating loss carryforwards, on such Residual Holder's return. However, net
operating loss carryovers are determined without regard to excess inclusion
income. Further, if the Residual Holder is an organization subject to the tax on
unrelated business income imposed by Code Section 511, the Residual Holder's
excess inclusions will be treated as unrelated business taxable income of such
Residual Holder for purposes of Code Section 511. In addition, REMIC taxable
income is subject to 30% withholding tax with respect to certain persons who are
not U.S. Persons (as defined below under "Tax-Related Restrictions on Transfer
of Residual Certificates -- Foreign Investors"), and the portion thereof
attributable to excess inclusions is not eligible for any reduction in the rate
of withholding tax (by treaty or otherwise). See "Taxation of Certain Foreign
Investors -- Residual Certificates" below. Finally, if a real estate investment
trust or a regulated investment company owns a Residual Certificate, a portion
(allocated under Treasury regulations yet to be issued) of dividends paid by the
real estate investment trust or regulated investment company could not be offset
by net operating losses of its shareholders, would constitute unrelated business
taxable income for tax-exempt shareholders, and would be ineligible for
reduction of withholding to certain persons who are not U.S. Persons. The SBJPA
of 1996 has eliminated the special rule permitting Section 593 institutions
("thrift institutions") to use net operating losses and other allowable
deductions to offset their excess inclusion income from Residual Certificates
that have "significant value" within the meaning of the REMIC Regulations,
effective for taxable years beginning after December 31, 1995, except with
respect to Residual Certificates continuously held by a thrift institution since
November 1, 1995.
In addition, the SBJPA of 1996 provides three rules for determining the
effect of excess inclusions on the alternative minimum taxable income of a
Residual Holder. First, alternative minimum taxable income for a Residual Holder
is determined without regard to the special rule, discussed above, that taxable
income cannot be less than excess inclusions. Second, a Residual Holder's
alternative minimum taxable income for a taxable year cannot be less than the
excess inclusions for the year. Third, the amount of any alternative minimum tax
net operating loss deduction must be computed without regard to any excess
inclusions. These rules are effective for taxable years beginning after December
31, 1986, unless a Residual Holder elects to have such rules apply only to
taxable years beginning after August 20, 1996.
TAX-RELATED RESTRICTIONS ON TRANSFER OF RESIDUAL CERTIFICATES
DISQUALIFIED ORGANIZATIONS. If any legal or beneficial interest in a
Residual Certificate is transferred to a Disqualified Organization (as defined
below), a tax would be imposed in an amount equal to the product of (i) the
present value of the total anticipated excess inclusions with respect to such
Residual Certificate for periods after the transfer and (ii) the highest
marginal federal income tax rate applicable to corporations. The REMIC
Regulations provide that the anticipated excess inclusions are based on actual
prepayment experience to the date of the transfer and projected payments based
on the Prepayment Assumption. The present value rate equals the applicable
Federal rate under Code Section 1274(d) as of the date of the transfer for a
term ending with the last calendar quarter in which excess inclusions are
expected to accrue. Such rate is applied to the anticipated excess inclusions
from the end of the remaining calendar quarters in which they arise to the date
of the transfer. Such a tax generally would be imposed on the transferor of the
Residual Certificate, except that where such transfer is through an agent
(including a broker, nominee, or other middleman) for a Disqualified
Organization, the tax would instead be imposed on such agent. However, a
transferor of a Residual Certificate would in no event be liable for such tax
with respect to a transfer if the transferee furnishes to the transferor an
affidavit stating that the transferee is not a Disqualified Organization and, as
of the time of the transfer, the transferor does not have actual knowledge that
such affidavit is false. The tax also may be waived by the Internal Revenue
Service if the Disqualified Organization promptly
80
<PAGE>
disposes of the Residual Certificate and the transferor pays income tax at the
highest corporate rate on the excess inclusion for the period the Residual
Certificate is actually held by the Disqualified Organization.
In addition, if a "Pass-Through Entity" (as defined below) has excess
inclusion income with respect to a Residual Certificate during a taxable year
and a Disqualified Organization is the record holder of an equity interest in
such entity, then a tax is imposed on such entity equal to the product of (i)
the amount of excess inclusions that are allocable to the interest in the
Pass-Through Entity during the period such interest is held by such Disqualified
Organization, and (ii) the highest marginal federal corporate income tax rate.
Such tax would be deductible from the ordinary gross income of the Pass-Through
Entity for the taxable year. The Pass-Through Entity would not be liable for
such tax if it has received an affidavit from such record holder that it is not
a Disqualified Organization or stating such holder's taxpayer identification
number and, during the period such person is the record holder of the Residual
Certificate, the Pass-Through Entity does not have actual knowledge that such
affidavit is false.
For these purposes, (i) "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 (provided, that such term does not include an instrumentality if all
of its activities are subject to tax and a majority of its board of directors is
not selected by any 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), and 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, and (ii) "Pass-Through
Entity" means any regulated investment company, real estate investment trust,
common trust fund, partnership, trust or estate and certain corporations
operating on a cooperative basis. Except as may be provided in Treasury
regulations, any person holding an interest in a Pass-Through Entity as a
nominee for another will, with respect to such interest, be treated as a
Pass-Through Entity.
The Pooling and Servicing Agreement with respect to a Series will provide
that no legal or beneficial interest in a Residual Certificate may be
transferred or registered unless (i) the proposed transferee furnishes to the
Seller and the Trustee an affidavit providing its taxpayer identification number
and stating that such transferee is the beneficial owner of the Residual
Certificate and is not a Disqualified Organization and is not purchasing such
Residual Certificate on behalf of a Disqualified Organization (I.E., as a
broker, nominee or middleman thereof) and (ii) the transferor provides a
statement in writing to the Seller and the Trustee that it has no actual
knowledge that such affidavit is false. Moreover, the Pooling and Servicing
Agreement will provide that any attempted or purported transfer in violation of
these transfer restrictions will be null and void and will vest no rights in any
purported transferee. Each Residual Certificate with respect to a Series will
bear a legend referring to such restrictions on transfer, and each Residual
Holder will be deemed to have agreed, as a condition of ownership thereof, to
any amendments to the related Pooling and Servicing Agreement required under the
Code or applicable Treasury regulations to effectuate the foregoing
restrictions. Information necessary to compute an applicable excise tax must be
furnished to the Internal Revenue Service and to the requesting party within 60
days of the request, and the Seller or the Trustee may charge a fee for
computing and providing such information.
NONECONOMIC RESIDUAL INTERESTS. The REMIC Regulations would disregard
certain transfers of Residual Certificates, in which case the transferor would
continue to be treated as the owner of the Residual Certificates and thus would
continue to be subject to tax on its allocable portion of the net income of the
REMIC Pool. Under the REMIC Regulations, a transfer of a "noneconomic residual
interest" (as defined below) to a Residual Holder (other than a Residual Holder
who is not a U.S. Person, as defined below under "Foreign Investors") is
disregarded for all federal income tax purposes if a significant purpose of the
transferor is to impede the assessment or collection of tax. A residual interest
in a REMIC (including a residual interest with a positive value at issuance) is
a "noneconomic
81
<PAGE>
residual interest" unless, at the time of the transfer, (i) the present value of
the expected future distributions on the residual interest at least equals the
product of the present value of the anticipated excess inclusions and the
highest corporate income tax rate in effect for the year in which the transfer
occurs, and (ii) the transferor reasonably expects that the transferee will
receive distributions from the REMIC at or after the time at which taxes accrue
on the anticipated excess inclusions in an amount sufficient to satisfy the
accrued taxes on each excess inclusion. The anticipated excess inclusions and
the present value rate are determined in the same manner as set forth above
under "Disqualified Organizations." The REMIC Regulations explain that a
significant purpose to impede the assessment or collection of tax exists if the
transferor, at the time of the transfer, either knew or should have known that
the transferee would be unwilling or unable to pay taxes due on its share of the
taxable income of the REMIC. A safe harbor is provided if (i) the transferor
conducted, at the time of the transfer, a reasonable investigation of the
financial condition of the transferee and found that the transferee historically
had paid its debts as they came due and found no significant evidence to
indicate that the transferee would not continue to pay its debts as they came
due in the future, and (ii) the transferee represents to the transferor that it
understands that, as the holder of the non-economic residual interest, the
transferee may incur tax liabilities in excess of any cash flows generated by
the interest and that the transferee intends to pay taxes associated with
holding the residual interest as they become due. The Pooling and Servicing
Agreement with respect to each Series of Certificates will require the
transferee of a Residual Certificate to certify to the matters in the preceding
sentence as part of the affidavit described above under the heading
"Disqualified Organizations."
FOREIGN INVESTORS. The REMIC Regulations provide that the transfer of a
Residual Certificate that has "tax avoidance potential" to a "foreign person"
will be disregarded for all federal tax purposes. This rule appears intended to
apply to a transferee who is not a "U.S. Person" (as defined below), unless such
transferee's income is effectively connected with the conduct of a trade or
business within the United States. A Residual Certificate is deemed to have tax
avoidance potential unless, at the time of the transfer, (i) the future value of
expected distributions equals at least 30% of the anticipated excess inclusions
after the transfer, and (ii) the transferor reasonably expects that the
transferee will receive sufficient distributions from the REMIC Pool at or after
the time at which the excess inclusions accrue and prior to the end of the next
succeeding taxable year for the accumulated withholding tax liability to be
paid. If the non-U.S. Person transfers the Residual Certificate back to a U.S.
Person, the transfer will be disregarded and the foreign transferor will
continue to be treated as the owner unless arrangements are made so that the
transfer does not have the effect of allowing the transferor to avoid tax on
accrued excess inclusions.
The Prospectus Supplement relating to the Certificates of a Series may
provide that a Residual Certificate may not be purchased by or transferred to
any person that is not a U.S. Person or may describe the circumstances and
restrictions pursuant to which such a transfer may be made. The term "U.S.
Person" means 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
(A) 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 (B) for all other taxable years,
such trust is subject to U.S. federal income tax regardless of the source of its
income.
SALE OR EXCHANGE OF A RESIDUAL CERTIFICATE
Upon the sale or exchange of a Residual Certificate, the Residual Holder
will recognize gain or loss equal to the excess, if any, of the amount realized
over the adjusted basis (as described above under "Taxation of Residual
Certificates -- Basis and Losses") of such Residual Holder in such Residual
Certificate at the time of the sale or exchange. In addition to reporting the
taxable income of the REMIC Pool, a Residual Holder will have taxable income to
the extent that any cash distribution
82
<PAGE>
to it from the REMIC Pool exceeds such adjusted basis on that Distribution Date.
Such income will be treated as gain from the sale or exchange of the Residual
Certificate. It is possible that the termination of the REMIC Pool may be
treated as a sale or exchange of a Residual Holder's Residual Certificate, in
which case, if the Residual Holder has an adjusted basis in its Residual
Certificate remaining when its interest in the REMIC Pool terminates, and if it
holds such Residual Certificate as a capital asset under Code Section 1221, then
it will recognize a capital loss at that time in the amount of such remaining
adjusted basis.
Any gain on the sale of a Residual Certificate will be treated as ordinary
income (i) if a Residual Certificate is held as part of a "conversion
transaction" as defined in Code Section 1258(c), up to the amount of interest
that would have accrued on the Residual Certificateholder's net investment in
the conversion transaction at 120% of the appropriate applicable Federal rate in
effect at the time the taxpayer entered into the transaction minus any amount
previously treated as ordinary income with respect to any prior disposition of
property that was held as a part of such transaction or (ii) in the case of a
non-corporate taxpayer, to the extent such taxpayer has made an election under
Code Section 163(d)(4) to have net capital gains taxed as investment income at
ordinary income rates. In addition, gain or loss recognized from the sale of a
Residual Certificate by certain banks or thrift institutions will be treated as
ordinary income or loss pursuant to Code Section 582(c).
The Conference Committee Report to the 1986 Act provides that, except as
provided in Treasury regulations yet to be issued, the wash sale rules of Code
Section 1091 will apply to dispositions of Residual Certificates where the
seller of the Residual Certificate, during the period beginning six months
before the sale or disposition of the Residual Certificate and ending six months
after such sale or disposition, acquires (or enters into any other transaction
that results in the application of Code Section 1091) any residual interest in
any REMIC or any interest in a "taxable mortgage pool" (such as a non-REMIC
owner trust) that is economically comparable to a Residual Certificate.
MARK TO MARKET REGULATIONS
Prospective purchasers of the Residual Certificates should be aware that on
January 3, 1995, the Internal Revenue Service released proposed regulations (the
"Proposed Mark to Market Regulations") under Code Section 475 relating to the
requirement that a securities dealer mark to market securities held for sale to
customers. This mark-to-market requirement applies to all securities of a
dealer, except to the extent that the dealer has specifically identified a
security as held for investment. The Proposed Mark to Market Regulations provide
that, for purposes of this mark-to-market requirement, a Residual Certificate is
not treated as a security and thus may not be marked to market. The Proposed
Mark to Market Regulations apply to all Residual Certificates acquired on or
after January 4, 1995.
TAXES THAT MAY BE IMPOSED ON THE REMIC POOL
PROHIBITED TRANSACTIONS
Income from certain transactions by the REMIC Pool, called prohibited
transactions, will not be part of the calculation of income or loss includible
in the federal income tax returns of Residual Holders, but rather will be taxed
directly to the REMIC Pool at a 100% rate. Prohibited transactions generally
include (i) the disposition of a qualified mortgage other than for (a)
substitution within two years of the Startup Day for a defective (including a
defaulted) obligation (or repurchase in lieu of substitution of a defective
(including a defaulted) obligation at any time) or for any qualified mortgage
within three months of the Startup Day, (b) foreclosure, default, or imminent
default of a qualified mortgage, (c) bankruptcy or insolvency of the REMIC Pool,
or (d) a qualified (complete) liquidation, (ii) the receipt of income from
assets that are not the type of mortgages or investments that the REMIC Pool is
permitted to hold, (iii) the receipt of compensation for services, or (iv) the
receipt of gain from disposition of cash flow investments other than pursuant to
a qualified liquidation. Notwithstanding (i) and (iv), it is not a prohibited
transaction to sell REMIC Pool property to prevent a default on Regular
Certificates as a result of a default on qualified mortgages or to facilitate a
clean-up call (generally, an optional termination to save administrative costs
when no more than a small
83
<PAGE>
percentage of the Certificates is outstanding). The REMIC Regulations indicate
that the modification of a Mortgage Loan generally will not be treated as a
disposition if it is occasioned by a default or reasonably foreseeable default,
an assumption of the Mortgage Loan, the waiver of a due-on-sale or
due-on-encumbrance clause, or the conversion of an interest rate by a mortgagor
pursuant to the terms of a convertible adjustable rate Mortgage Loan.
CONTRIBUTIONS TO THE REMIC POOL AFTER THE STARTUP DAY
In general, the REMIC Pool will be subject to a tax at a 100% rate on the
value of any property contributed to the REMIC Pool after the Startup Day.
Exceptions are provided for cash contributions to the REMIC Pool (i) during the
three months following the Startup Day, (ii) made to a qualified reserve fund by
a Residual Holder, (iii) in the nature of a guarantee, (iv) made to facilitate a
qualified liquidation or clean-up call, and (v) as otherwise permitted in
Treasury regulations yet to be issued. It is not anticipated that there will be
any contributions to the REMIC Pool after the Startup Day.
NET INCOME FROM FORECLOSURE PROPERTY
The REMIC Pool will be subject to federal income tax at the highest
corporate rate on "net income from foreclosure property," determined by
reference to the rules applicable to real estate investment trusts. Generally,
property acquired by deed in lieu of foreclosure would be treated as
"foreclosure property" for a period of two years, with possible extensions. Net
income from foreclosure property generally means gain from the sale of a
foreclosure property that is inventory property and gross income from
foreclosure property other than qualifying rents and other qualifying income for
a real estate investment trust. It is not anticipated that the REMIC Pool will
have any taxable net income from foreclosure property.
LIQUIDATION OF THE REMIC POOL
If a REMIC Pool adopts a plan of complete liquidation, within the meaning of
Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in the
REMIC Pool's final tax return a date on which such adoption is deemed to occur,
and sells all of its assets (other than cash) within a 90-day period beginning
on such date, the REMIC Pool will not be subject to the prohibited transaction
rules on the sale of its assets, provided that the REMIC Pool credits or
distributes in liquidation all of the sale proceeds plus its cash (other than
amounts retained to meet claims) to holders of Regular Certificates and Residual
Holders within the 90-day period.
ADMINISTRATIVE MATTERS
The REMIC Pool will be required to maintain its books on a calendar year
basis and to file federal income tax returns for federal income tax purposes in
a manner similar to a partnership. The form for such income tax return is Form
1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return. The
Trustee will be required to sign the REMIC Pool's returns. Treasury regulations
provide that, except where there is a single Residual Holder for an entire
taxable year, the REMIC Pool will be subject to the procedural and
administrative rules of the Code applicable to partnerships, including the
determination by the Internal Revenue Service of any adjustments to, among other
things, items of REMIC income, gain, loss, deduction, or credit in a unified
administrative proceeding. The Master Servicer will be obligated to act as "tax
matters person," as defined in applicable Treasury regulations, with respect to
the REMIC Pool, in its capacity as either Residual Holder or agent of the
Residual Holders. If the Code or applicable Treasury regulations do not permit
the Master Servicer to act as tax matters person in its capacity as agent of the
Residual Holders, the Residual Holder chosen by the Residual Holders or such
other person specified pursuant to Treasury regulations will be required to act
as tax matters person.
LIMITATIONS ON DEDUCTION OF CERTAIN EXPENSES
An investor who is an individual, estate, or trust will be subject to
limitation with respect to certain itemized deductions described in Code Section
67, to the extent that such itemized deductions, in the aggregate, do not exceed
2% of the investor's adjusted gross income. In addition, Code Section 68
provides that itemized deductions otherwise allowable for a taxable year of an
individual
84
<PAGE>
taxpayer will be reduced by the lesser of (i) 3% of the excess, if any, of
adjusted gross income over $100,000 ($50,000 in the case of a married individual
filing a separate return) (subject to adjustment for inflation), or (ii) 80% of
the amount of itemized deductions otherwise allowable for such year. In the case
of a REMIC Pool, such deductions may include deductions under Code Section 212
for the Servicing Fee and all administrative and other expenses relating to the
REMIC Pool, or any similar expenses allocated to the REMIC Pool with respect to
a regular interest it holds in another REMIC. Such investors who hold REMIC
Certificates either directly or indirectly through certain pass-through entities
may have their pro rata share of such expenses allocated to them as additional
gross income, but may be subject to such limitation on deductions. In addition,
such expenses are not deductible at all for purposes of computing the
alternative minimum tax, and may cause such investors to be subject to
significant additional tax liability. Temporary Treasury regulations provide
that the additional gross income and corresponding amount of expenses generally
are to be allocated entirely to the holders of Residual Certificates in the case
of a REMIC Pool that would not qualify as a fixed investment trust in the
absence of a REMIC election. However, such additional gross income and
limitation on deductions will apply to the allocable portion of such expenses to
holders of Regular Certificates, as well as holders of Residual Certificates,
where such Regular Certificates are issued in a manner that is similar to
pass-through certificates in a fixed investment trust. Unless indicated
otherwise in the applicable Prospectus Supplement, all such expenses will be
allocable to the Residual Certificates. In general, such allocable portion will
be determined based on the ratio that a REMIC Certificateholder's income,
determined on a daily basis, bears to the income of all holders of Regular
Certificates and Residual Certificates with respect to a REMIC Pool. As a
result, individuals, estates or trusts holding REMIC Certificates (either
directly or indirectly through a grantor trust, partnership, S corporation,
REMIC, or certain other pass-through entities described in the foregoing
temporary Treasury regulations) may have taxable income in excess of the
interest income at the pass-through rate on Regular Certificates that are issued
in a single class or otherwise consistently with fixed investment trust status
or in excess of cash distributions for the related period on Residual
Certificates.
TAXATION OF CERTAIN FOREIGN INVESTORS
REGULAR CERTIFICATES
Interest, including original issue discount, distributable to Regular
Certificateholders who are non-resident aliens, foreign corporations, or other
Non-U.S. Persons (as defined below), will be considered "portfolio interest"
and, therefore, generally will not be subject to 30% United States withholding
tax, provided that such Non-U.S. Person (i) is not a "10-percent shareholder"
within the meaning of Code Section 871(h)(3)(B) or a controlled foreign
corporation described in Code Section 881(c)(3)(C) and (ii) provides the
Trustee, or the person who would otherwise be required to withhold tax from such
distributions under Code Section 1441 or 1442, with an appropriate statement,
signed under penalties of perjury, identifying the beneficial owner and stating,
among other things, that the beneficial owner of the Regular Certificate is a
Non-U.S. Person. If such statement, or any other required statement, is not
provided, 30% withholding will apply unless reduced or eliminated pursuant to an
applicable tax treaty or unless the interest on the Regular Certificate is
effectively connected with the conduct of a trade or business within the United
States by such Non-U.S. Person. In the latter case, such Non-U.S. Person will be
subject to United States federal income tax at regular rates. Investors who are
Non-U.S. Persons should consult their own tax advisors regarding the specific
tax consequences to them of owning a Regular Certificate. The term "Non-U.S.
Person" means any person who is not a U.S. Person.
RESIDUAL CERTIFICATES
The Conference Committee Report to the 1986 Act indicates that amounts paid
to Residual Holders who are Non-U.S. Persons generally should be treated as
interest for purposes of the 30% (or lower treaty rate) United States
withholding tax. Treasury regulations provide that amounts distributed to
Residual Holders may qualify as "portfolio interest," subject to the conditions
described in "Regular Certificates" above, but only to the extent that (i) the
Mortgage Loans were issued after
85
<PAGE>
July 18, 1984 and (ii) the Trust Estate or segregated pool of assets therein (as
to which a separate REMIC election will be made), to which the Residual
Certificate relates, consists of obligations issued in "registered form" within
the meaning of Code Section 163(f)(1). Generally, Mortgage Loans will not be,
but regular interests in another REMIC Pool will be, considered obligations
issued in registered form. Furthermore, a Residual Holder will not be entitled
to any exemption from the 30% withholding tax (or lower treaty rate) to the
extent of that portion of REMIC taxable income that constitutes an "excess
inclusion." See "Taxation of Residual Certificates -- Limitations on Offset or
Exemption of REMIC Income." If the amounts paid to Residual Holders who are
Non-U.S. Persons are effectively connected with the conduct of a trade or
business within the United States by such Non-U.S. Persons, 30% (or lower treaty
rate) withholding will not apply. Instead, the amounts paid to such Non-U.S.
Persons will be subject to United States federal income tax at regular rates. If
30% (or lower treaty rate) withholding is applicable, such amounts generally
will be taken into account for purposes of withholding only when paid or
otherwise distributed (or when the Residual Certificate is disposed of) under
rules similar to withholding upon disposition of debt instruments that have
original issue discount. See "Tax-Related Restrictions on Transfer of Residual
Certificates -- Foreign Investors" above concerning the disregard of certain
transfers having "tax avoidance potential." Investors who are Non-U.S. Persons
should consult their own tax advisors regarding the specific tax consequences to
them of owning Residual Certificates.
BACKUP WITHHOLDING
Distributions made on the Regular Certificates, and proceeds from the sale
of the Regular Certificates to or through certain brokers, may be subject to a
"backup" withholding tax under Code Section 3406 of 31% on "reportable payments"
(including interest distributions, original issue discount, and, under certain
circumstances, principal distributions) unless the Regular Certificateholder
complies with certain reporting and/or certification procedures, including the
provision of its taxpayer identification number to the Trustee, its agent or the
broker who effected the sale of the Regular Certificate, or such
Certificateholder is otherwise an exempt recipient under applicable provisions
of the Code. Any amounts to be withheld from distribution on the Regular
Certificates would be refunded by the Internal Revenue Service or allowed as a
credit against the Regular Certificateholder's federal income tax liability.
REPORTING REQUIREMENTS
Reports of accrued interest, original issue discount and information
necessary to compute the accrual of market discount will be made annually to the
Internal Revenue Service and to individuals, estates, non-exempt and
non-charitable trusts, and partnerships who are either holders of record of
Regular Certificates or beneficial owners who own Regular Certificates through a
broker or middleman as nominee. All brokers, nominees and all other non-exempt
holders of record of Regular Certificates (including corporations, non-calendar
year taxpayers, securities or commodities dealers, real estate investment
trusts, investment companies, common trust funds, thrift institutions and
charitable trusts) may request such information for any calendar quarter by
telephone or in writing by contacting the person designated in Internal Revenue
Service Publication 938 with respect to a particular Series of Regular
Certificates. Holders through nominees must request such information from the
nominee.
The Internal Revenue Service's Form 1066 has an accompanying Schedule Q,
Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net
Loss Allocation. Treasury regulations require that Schedule Q be furnished by
the REMIC Pool to each Residual Holder by the end of the month following the
close of each calendar quarter (41 days after the end of a quarter under
proposed Treasury regulations) in which the REMIC Pool is in existence.
Treasury regulations require that, in addition to the foregoing
requirements, information must be furnished quarterly to Residual Holders,
furnished annually, if applicable, to holders of Regular
86
<PAGE>
Certificates, and filed annually with the Internal Revenue Service concerning
Code Section 67 expenses (see "Limitations on Deduction of Certain Expenses"
above) allocable to such holders. Furthermore, under such regulations,
information must be furnished quarterly to Residual Holders, furnished annually
to holders of Regular Certificates, and filed annually with the Internal Revenue
Service concerning the percentage of the REMIC Pool's assets meeting the
qualified asset tests described above under "Status of REMIC Certificates."
FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES AS TO WHICH NO REMIC ELECTION
IS MADE
GENERAL
In the event that no election is made to treat a Trust Estate (or a
segregated pool of assets therein) with respect to a Series of Certificates as a
REMIC, the Trust Estate will be classified as a grantor trust under subpart E,
Part 1 of subchapter J of the Code and not as an association taxable as a
corporation or a "taxable mortgage pool" within the meaning of Code Section
7701(i). Where there is no Fixed Retained Yield with respect to the Mortgage
Loans underlying the Certificates of a Series, and where such Certificates are
not designated as "Stripped Certificates," the holder of each such Certificate
in such Series will be treated as the owner of a pro rata undivided interest in
the ordinary income and corpus portions of the Trust Estate represented by its
Certificate and will be considered the beneficial owner of a pro rata undivided
interest in each of the Mortgage Loans, subject to the discussion below under
"Recharacterization of Servicing Fees." Accordingly, the holder of a Certificate
of a particular Series will be required to report on its federal income tax
return its pro rata share of the entire income from the Mortgage Loans
represented by its Certificate, including interest at the coupon rate on such
Mortgage Loans, original issue discount (if any), prepayment fees, assumption
fees, and late payment charges received by the Servicer, in accordance with such
Certificateholder's method of accounting. A Certificateholder generally will be
able to deduct its share of the Servicing Fee and all administrative and other
expenses of the Trust Estate in accordance with its method of accounting,
provided that such amounts are reasonable compensation for services rendered to
that Trust Estate. However, investors who are individuals, estates or trusts who
own Certificates, either directly or indirectly through certain pass-through
entities, will be subject to limitation with respect to certain itemized
deductions described in Code Section 67, including deductions under Code Section
212 for the Servicing Fee and all such administrative and other expenses of the
Trust Estate, to the extent that such deductions, in the aggregate, do not
exceed two percent of an investor's adjusted gross income. In addition, Code
Section 68 provides that itemized deductions otherwise allowable for a taxable
year of an individual taxpayer will be reduced by the lesser of (i) 3% of the
excess, if any, of adjusted gross income over $100,000 ($50,000 in the case of a
married individual filing a separate return) (in each case, as adjusted for
inflation), or (ii) 80% of the amount of itemized deductions otherwise allowable
for such year. As a result, such investors holding Certificates, directly or
indirectly through a pass-through entity, may have aggregate taxable income in
excess of the aggregate amount of cash received on such Certificates with
respect to interest at the pass-through rate or as discount income on such
Certificates. In addition, such expenses are not deductible at all for purposes
of computing the alternative minimum tax, and may cause such investors to be
subject to significant additional tax liability. Moreover, where there is Fixed
Retained Yield with respect to the Mortgage Loans underlying a Series of
Certificates or where the servicing fees are in excess of reasonable servicing
compensation, the transaction will be subject to the application of the
"stripped bond" and "stripped coupon" rules of the Code, as described below
under "Stripped Certificates" and "Recharacterization of Servicing Fees,"
respectively.
TAX STATUS
Cadwalader, Wickersham & Taft has advised the Seller that, except as
described below with respect to Stripped Certificates:
1. A Certificate owned by a "domestic building and loan association"
within the meaning of Code Section 7701(a)(19) will be considered to
represent "loans...secured by an interest in real
87
<PAGE>
property" within the meaning of Code Section 7701(a)(19)(C)(v), provided
that the real property securing the Mortgage Loans represented by that
Certificate is of the type described in such section of the Code.
2. A Certificate owned by a real estate investment trust will be
considered to represent "real estate assets" within the meaning of
Code Section 856(c)(5)(A) to the extent that the assets of the related Trust
Estate consist of qualified assets, and interest income on such assets will
be considered "interest on obligations secured by mortgages on real
property" to such extent within the meaning of Code Section 856(c)(3)(B).
3. A Certificate owned by a REMIC will be considered to represent an
"obligation (including any participation or certificate of beneficial
ownership therein) which is principally secured by an interest in real
property" within the meaning of Code Section 860G(a)(3)(A) to the extent
that the assets of the related Trust Estate consist of "qualified mortgages"
within the meaning of Code Section 860G(a)(3).
An issue arises as to whether Buy-Down Loans may be characterized in their
entirety under the Code provisions cited in clauses 1 and 2 of the immediately
preceding paragraph. There is indirect authority supporting treatment of an
investment in a Buy-Down Loan as entirely secured by real property if the fair
market value of the real property securing the loan exceeds the principal amount
of the loan at the time of issuance or acquisition, as the case may be. There is
no assurance that the treatment described above is proper. Accordingly,
Certificateholders are urged to consult their own tax advisors concerning the
effects of such arrangements on the characterization of such Certificateholder's
investment for federal income tax purposes.
PREMIUM AND DISCOUNT
Certificateholders are advised to consult with their tax advisors as to the
federal income tax treatment of premium and discount arising either upon initial
acquisition of Certificates or thereafter.
PREMIUM. The treatment of premium incurred upon the purchase of a
Certificate will be determined generally as described above under "Federal
Income Tax Consequences for REMIC Certificates -- Taxation of Residual
Certificates -- Premium."
ORIGINAL ISSUE DISCOUNT. The original issue discount rules of Code Sections
1271 through 1275 will be applicable to a Certificateholder's interest in those
Mortgage Loans as to which the conditions for the application of those sections
are met. Rules regarding periodic inclusion of original issue discount income
are applicable to mortgages of corporations originated after May 27, 1969,
mortgages of noncorporate mortgagors (other than individuals) originated after
July 1, 1982, and mortgages of individuals originated after March 2, 1984. Under
the OID Regulations, such original issue discount could arise by the charging of
points by the originator of the mortgages in an amount greater than the
statutory DE MINIMIS exception, including a payment of points that is currently
deductible by the borrower under applicable Code provisions or, under certain
circumstances, by the presence of "teaser" rates on the Mortgage Loans. See "--
Stripped Certificates" below regarding original issue discount on Stripped
Certificates.
Original issue discount generally must be reported as ordinary gross income
as it accrues under a constant interest method that takes into account the
compounding of interest, in advance of the cash attributable to such income.
Unless indicated otherwise in the applicable Prospectus Supplement, no
prepayment assumption will be assumed for purposes of such accrual. However,
Code Section 1272 provides for a reduction in the amount of original issue
discount includible in the income of a holder of an obligation that acquires the
obligation after its initial issuance at a price greater than the sum of the
original issue price and the previously accrued original issue discount, less
prior payments of principal. Accordingly, if such Mortgage Loans acquired by a
Certificateholder are purchased at a price equal to the then unpaid principal
amount of such Mortgage Loans, no original issue discount attributable to the
difference between the issue price and the original principal amount of such
Mortgage Loans (I.E., points) will be includible by such holder.
88
<PAGE>
MARKET DISCOUNT. Certificateholders also will be subject to the market
discount rules to the extent that the conditions for application of those
sections are met. Market discount on the Mortgage Loans will be determined and
will be reported as ordinary income generally in the manner described above
under "Federal Income Tax Consequences for REMIC Certificates -- Taxation of
Regular Certificates -- Market Discount," except that the ratable accrual
methods described therein will not apply. Rather, the holder will accrue market
discount pro rata over the life of the Mortgage Loans, unless the constant yield
method is elected. Unless indicated otherwise in the applicable Prospectus
Supplement, no prepayment assumption will be assumed for purposes of such
accrual.
RECHARACTERIZATION OF SERVICING FEES
If the servicing fees paid to a Servicer were deemed to exceed reasonable
servicing compensation, the amount of such excess would represent neither income
nor a deduction to Certificateholders. In this regard, there are no
authoritative guidelines for federal income tax purposes as to either the
maximum amount of servicing compensation that may be considered reasonable in
the context of this or similar transactions or whether, in the case of the
Certificate, the reasonableness of servicing compensation should be determined
on a weighted average or loan-by-loan basis. If a loan-by-loan basis is
appropriate, the likelihood that such amount would exceed reasonable servicing
compensation as to some of the Mortgage Loans would be increased. Recently
issued Internal Revenue Service guidance indicates that a servicing fee in
excess of reasonable compensation ("excess servicing") will cause the Mortgage
Loans to be treated under the "stripped bond" rules. Such guidance provides safe
harbors for servicing deemed to be reasonable and requires taxpayers to
demonstrate that the value of servicing fees in excess of such amounts is not
greater than the value of the services provided.
Accordingly, if the Internal Revenue Service's approach is upheld, a
Servicer who receives a servicing fee in excess of such amounts would be viewed
as retaining an ownership interest in a portion of the interest payments on the
Mortgage Loans. Under the rules of Code Section 1286, the separation of
ownership of the right to receive some or all of the interest payments on an
obligation from the right to receive some or all of the principal payments on
the obligation would result in treatment of such Mortgage Loans as "stripped
coupons" and "stripped bonds." Subject to the DE MINIMIS rule discussed below
under "-- Stripped Certificates," each stripped bond or stripped coupon could be
considered for this purpose as a non-interest bearing obligation issued on the
date of issue of the Certificates, and the original issue discount rules of the
Code would apply to the holder thereof. While Certificateholders would still be
treated as owners of beneficial interests in a grantor trust for federal income
tax purposes, the corpus of such trust could be viewed as excluding the portion
of the Mortgage Loans the ownership of which is attributed to the Servicer, or
as including such portion as a second class of equitable interest. Applicable
Treasury regulations treat such an arrangement as a fixed investment trust,
since the multiple classes of trust interests should be treated as merely
facilitating direct investments in the trust assets and the existence of
multiple classes of ownership interests is incidental to that purpose. In
general, such a recharacterization should not have any significant effect upon
the timing or amount of income reported by a Certificateholder, except that the
income reported by a cash method holder may be slightly accelerated. See
"Stripped Certificates" below for a further description of the federal income
tax treatment of stripped bonds and stripped coupons.
SALE OR EXCHANGE OF CERTIFICATES
Upon sale or exchange of a Certificate, a Certificateholder will recognize
gain or loss equal to the difference between the amount realized on the sale and
its aggregate adjusted basis in the Mortgage Loans and other assets represented
by the Certificate. In general, the aggregate adjusted basis will equal the
Certificateholder's cost for the Certificate, increased by the amount of any
income previously reported with respect to the Certificate and decreased by the
amount of any losses previously reported with respect to the Certificate and the
amount of any distributions received thereon. Except as provided above with
respect to market discount on any Mortgage Loans, and except for certain
financial institutions subject to the provisions of Code Section 582(c), any
such gain or loss generally would be capital gain or loss if the Certificate was
held as a capital asset. However, gain on the sale of a
89
<PAGE>
Certificate will be treated as ordinary income (i) if a Certificate is held as
part of a "conversion transaction" as defined in Code Section 1258(c), up to the
amount of interest that would have accrued on the Certificateholder's net
investment in the conversion transaction at 120% of the appropriate applicable
Federal rate in effect at the time the taxpayer entered into the transaction
minus any amount previously treated as ordinary income with respect to any prior
disposition of property that was held as a part of such transaction or (ii) in
the case of a non-corporate taxpayer, to the extent such taxpayer has made an
election under Code Section 163(d)(4) to have net capital gains taxed as
investment income at ordinary income rates. Pursuant to the Revenue
Reconciliation Act of 1993 capital gains of certain noncorporate taxpayers are
subject to a lower maximum tax rate than ordinary income of such taxpayers. The
maximum tax rate for corporations is the same with respect to both ordinary
income and capital gains.
STRIPPED CERTIFICATES
GENERAL
Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the principal payments on an obligation from ownership of
the right to receive some or all of the interest payments results in the
creation of "stripped bonds" with respect to principal payments and "stripped
coupons" with respect to interest payments. For purposes of this discussion,
Certificates that are subject to those rules will be referred to as "Stripped
Certificates." The Certificates will be subject to those rules if (i) the Seller
or any of its affiliates retains (for its own account or for purposes of
resale), in the form of Fixed Retained Yield or otherwise, an ownership interest
in a portion of the payments on the Mortgage Loans, (ii) the Seller or any of
its affiliates is treated as having an ownership interest in the Mortgage Loans
to the extent it is paid (or retains) servicing compensation in an amount
greater than reasonable consideration for servicing the Mortgage Loans (see
"Certificates -- Recharacterization of Servicing Fees" above), and (iii) a Class
of Certificates are issued in two or more Classes or Subclasses representing the
right to non-pro-rata percentages of the interest and principal payments on the
Mortgage Loans.
In general, a holder of a Stripped Certificate will be considered to own
"stripped bonds" with respect to its pro rata share of all or a portion of the
principal payments on each Mortgage Loan and/or "stripped coupons" with respect
to its pro rata share of all or a portion of the interest payments on each
Mortgage Loan, including the Stripped Certificate's allocable share of the
servicing fees paid to a Servicer, to the extent that such fees represent
reasonable compensation for services rendered. See the discussion above under
"Certificates -- Recharacterization of Servicing Fees." Although not free from
doubt, for purposes of reporting to Stripped Certificateholders, the servicing
fees will be allocated to the Stripped Certificates in proportion to the
respective entitlements to distributions of each Class (or Subclass) of Stripped
Certificates for the related period or periods. The holder of a Stripped
Certificate generally will be entitled to a deduction each year in respect of
the servicing fees, as described above under "Certificates -- General," subject
to the limitation described therein.
Code Section 1286 treats a stripped bond or a stripped coupon generally as
an obligation issued at an original issue discount on the date that such
stripped interest is purchased. Although the treatment of Stripped Certificates
for federal income tax purposes is not clear in certain respects at this time,
particularly where such Stripped Certificates are issued with respect to a
Mortgage Pool containing variable-rate Mortgage Loans, the Seller has been
advised by counsel that (i) the Trust Estate will be treated as a grantor trust
under subpart E, Part I of subchapter J of the Code and not as an association
taxable as a corporation or a "taxable mortgage pool" within the meaning of Code
Section 7701(i), and (ii) each Stripped Certificate should be treated as a
single installment obligation for purposes of calculating original issue
discount and gain or loss on disposition. This treatment is based on the
interrelationship of Code Section 1286, Code Sections 1272 through 1275, and the
OID Regulations. Although it is possible that computations with respect to
Stripped Certificates could be made in one of the ways described below under
"Taxation of Stripped Certificates -- Possible Alternative Characterizations,"
the OID Regulations state, in general, that two or more debt instruments issued
by a single issuer to a single investor in a single transaction should be
treated as a single debt
90
<PAGE>
instrument. Accordingly, for OID purposes, all payments on any Stripped
Certificates should be aggregated and treated as though they were made on a
single debt instrument. The Pooling and Servicing Agreement will require that
the Trustee make and report all computations described below using this
aggregate approach, unless substantial legal authority requires otherwise.
Furthermore, Treasury regulations issued December 28, 1992 provide for
treatment of a Stripped Certificate as a single debt instrument issued on the
date it is purchased for purposes of calculating any original issue discount. In
addition, under these regulations, a Stripped Certificate that represents a
right to payments of both interest and principal may be viewed either as issued
with original issue discount or market discount (as described below), at a DE
MINIMIS original issue discount, or, presumably, at a premium. This treatment
indicates that the interest component of such a Stripped Certificate would be
treated as qualified stated interest under the OID Regulations, assuming it is
not an interest-only or super-premium Stripped Certificate. Further, these final
regulations provide that the purchaser of such a Stripped Certificate will be
required to account for any discount as market discount rather than original
issue discount if either (i) the initial discount with respect to the Stripped
Certificate was treated as zero under the DE MINIMIS rule, or (ii) no more than
100 basis points in excess of reasonable servicing is stripped off the related
Mortgage Loans. Any such market discount would be reportable as described above
under "Federal Income Tax Consequences for REMIC Certificates -- Taxation of
Regular Certificates -- Market Discount," without regard to the DE MINIMIS rule
therein, assuming that a prepayment assumption is employed in such computation.
STATUS OF STRIPPED CERTIFICATES
No specific legal authority exists as to whether the character of the
Stripped Certificates, for federal income tax purposes, will be the same as that
of the Mortgage Loans. Although the issue is not free from doubt, counsel has
advised the Seller that Stripped Certificates owned by applicable holders should
be considered to represent "real estate assets" within the meaning of Code
Section 856(c)(5)(A), "obligation[s]...principally secured by an interest in
real property" within the meaning of Code Section 860G(a)(3)(A), and
"loans...secured by an interest in real property" within the meaning of Code
Section 7701(a)(19)(C)(v), and interest (including original issue discount)
income attributable to Stripped Certificates should be considered to represent
"interest on obligations secured by mortgages on real property" within the
meaning of Code Section 856(c)(3)(B), provided that in each case the Mortgage
Loans and interest on such Mortgage Loans qualify for such treatment. The
application of such Code provisions to Buy-Down Loans is uncertain. See
"Certificates -- Tax Status" above.
TAXATION OF STRIPPED CERTIFICATES
ORIGINAL ISSUE DISCOUNT. Except as described above under "General," each
Stripped Certificate will be considered to have been issued at an original issue
discount for federal income tax purposes. Original issue discount with respect
to a Stripped Certificate must be included in ordinary income as it accrues, in
accordance with a constant interest method that takes into account the
compounding of interest, which may be prior to the receipt of the cash
attributable to such income. Based in part on the OID Regulations and the
amendments to the original issue discount sections of the Code made by the 1986
Act, the amount of original issue discount required to be included in the income
of a holder of a Stripped Certificate (referred to in this discussion as a
"Stripped Certificateholder") in any taxable year likely will be computed
generally as described above under "Federal Income Tax Consequences for REMIC
Certificates -- Taxation of Regular Certificates -- Original Issue Discount" and
"-- Variable Rate Regular Certificates." However, with the apparent exception of
a Stripped Certificate issued with DE MINIMIS original issue discount as
described above under "General," the issue price of a Stripped Certificate will
be the purchase price paid by each holder thereof, and the stated redemption
price at maturity will include the aggregate amount of the payments to be made
on the Stripped Certificate to such Stripped Certificateholder, presumably under
the Prepayment Assumption, other than qualified stated interest.
91
<PAGE>
If the Mortgage Loans prepay at a rate either faster or slower than that
under the Prepayment Assumption, a Stripped Certificateholder's recognition of
original issue discount will be either accelerated or decelerated and the amount
of such original issue discount will be either increased or decreased depending
on the relative interests in principal and interest on each Mortgage Loan
represented by such Stripped Certificateholder's Stripped Certificate. While the
matter is not free from doubt, the holder of a Stripped Certificate should be
entitled in the year that it becomes certain (assuming no further prepayments)
that the holder will not recover a portion of its adjusted basis in such
Stripped Certificate to recognize a loss (which may be a capital loss) equal to
such portion of unrecoverable basis.
As an alternative to the method described above, the fact that some or all
of the interest payments with respect to the Stripped Certificates will not be
made if the Mortgage Loans are prepaid could lead to the interpretation that
such interest payments are "contingent" within the meaning of the OID
Regulations. The OID Regulations, as they relate to the treatment of contingent
interest, are by their terms not applicable to prepayable securities such as the
Stripped Certificates. However, if final regulations dealing with contingent
interest with respect to the Stripped Certificates apply the same principles as
the OID Regulations, such regulations may lead to different timing of income
inclusion than would be the case under the OID Regulations. Furthermore,
application of such principles could lead to the characterization of gain on the
sale of contingent interest Stripped Certificates as ordinary income. Investors
should consult their tax advisors regarding the appropriate tax treatment of
Stripped Certificates.
SALE OR EXCHANGE OF STRIPPED CERTIFICATES. Sale or exchange of a Stripped
Certificate prior to its maturity will result in gain or loss equal to the
difference, if any, between the amount received and the Stripped
Certificateholder's adjusted basis in such Stripped Certificate, as described
above under "Federal Income Tax Consequences for REMIC Certificates -- Taxation
of Regular Certificates -- Sale or Exchange of Regular Certificates." To the
extent that a subsequent purchaser's purchase price is exceeded by the remaining
payments on the Stripped Certificates, such subsequent purchaser will be
required for federal income tax purposes to accrue and report such excess as if
it were original issue discount in the manner described above. It is not clear
for this purpose whether the assumed prepayment rate that is to be used in the
case of a Stripped Certificateholder other than an original Stripped
Certificateholder should be the Prepayment Assumption or a new rate based on the
circumstances at the date of subsequent purchase.
PURCHASE OF MORE THAN ONE CLASS OF STRIPPED CERTIFICATES. When an investor
purchases more than one Class of Stripped Certificates, it is currently unclear
whether for federal income tax purposes such Classes of Stripped Certificates
should be treated separately or aggregated for purposes of the rules described
above.
POSSIBLE ALTERNATIVE CHARACTERIZATIONS. The characterizations of the
Stripped Certificates discussed above are not the only possible interpretations
of the applicable Code provisions. For example, the Stripped Certificateholder
may be treated as the owner of (i) one installment obligation consisting of such
Stripped Certificate's pro rata share of the payments attributable to principal
on each Mortgage Loan and a second installment obligation consisting of such
Stripped Certificate's pro rata share of the payments attributable to interest
on each Mortgage Loan, (ii) as many stripped bonds or stripped coupons as there
are scheduled payments of principal and/or interest on each Mortgage Loan, or
(iii) a separate installment obligation for each Mortgage Loan, representing the
Stripped Certificate's pro rata share of payments of principal and/or interest
to be made with respect thereto. Alternatively, the holder of one or more
Classes of Stripped Certificates may be treated as the owner of a pro rata
fractional undivided interest in each Mortgage Loan to the extent that such
Stripped Certificate, or Classes of Stripped Certificates in the aggregate,
represent the same pro rata portion of principal and interest on each such
Mortgage Loan, and a stripped bond or stripped coupon (as the case may be),
treated as an installment obligation or contingent payment obligation, as to the
remainder. Final regulations issued on December 28, 1992 regarding original
issue discount on stripped obligations make the foregoing interpretations less
likely to be applicable. The preamble to
92
<PAGE>
those regulations states that they are premised on the assumption that an
aggregation approach is appropriate for determining whether original issue
discount on a stripped bond or stripped coupon is DE MINIMIS, and solicits
comments on appropriate rules for aggregating stripped bonds and stripped
coupons under Code Section 1286.
Because of these possible varying characterizations of Stripped Certificates
and the resultant differing treatment of income recognition, Stripped
Certificateholders are urged to consult their own tax advisors regarding the
proper treatment of Stripped Certificates for federal income tax purposes.
REPORTING REQUIREMENTS AND BACKUP WITHHOLDING
The Master Servicer will furnish, within a reasonable time after the end of
each calendar year, to each Certificateholder or Stripped Certificateholder at
any time during such year, such information (prepared on the basis described
above) as is necessary to enable such Certificateholders to prepare their
federal income tax returns. Such information will include the amount of original
issue discount accrued on Certificates held by persons other than
Certificateholders exempted from the reporting requirements. The amount required
to be reported by the Master Servicer may not be equal to the proper amount of
original issue discount required to be reported as taxable income by a
Certificateholder, other than an original Certificateholder that purchased at
the issue price. In particular, in the case of Stripped Certificates, unless
provided otherwise in the applicable Prospectus Supplement, such reporting will
be based upon a representative initial offering price of each Class of Stripped
Certificates. The Master Servicer will also file such original issue discount
information with the Internal Revenue Service. If a Certificateholder fails to
supply an accurate taxpayer identification number or if the Secretary of the
Treasury determines that a Certificateholder has not reported all interest and
dividend income required to be shown on his federal income tax return, 31%
backup withholding may be required in respect of any reportable payments, as
described above under "Federal Income Tax Consequences for REMIC Certificates --
Backup Withholding."
TAXATION OF CERTAIN FOREIGN INVESTORS
To the extent that a Certificate evidences ownership in Mortgage Loans that
are issued on or before July 18, 1984, interest or original issue discount paid
by the person required to withhold tax under Code Section 1441 or 1442 to
nonresident aliens, foreign corporations, or other non-U.S. persons ("foreign
persons") generally will be subject to 30% United States withholding tax, or
such lower rate as may be provided for interest by an applicable tax treaty.
Accrued original issue discount recognized by the Certificateholder on the sale
or exchange of such a Certificate also will be subject to federal income tax at
the same rate.
Treasury regulations provide that interest or original issue discount paid
by the Trustee or other withholding agent to a foreign person evidencing
ownership interest in Mortgage Loans issued after July 18, 1984 will be
"portfolio interest" and will be treated in the manner, and such persons will be
subject to the same certification requirements, described above under "Federal
Income Tax Consequences for REMIC Certificates -- Taxation of Certain Foreign
Investors -- Regular Certificates."
ERISA CONSIDERATIONS
GENERAL
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
imposes certain requirements on those employee benefit plans to which it applies
("Plans") and on those persons who are fiduciaries with respect to such Plans.
The following is a general discussion of such requirements, and certain
applicable exceptions to and administrative exemptions from such requirements.
For purposes of this discussion, a person investing on behalf of an individual
retirement account established under Code Section 408 (an "IRA") is regarded as
a fiduciary and the IRA as a Plan.
Before purchasing any Certificates, a Plan fiduciary should consult with its
counsel and determine whether there exists any prohibition to such purchase
under the requirements of ERISA,
93
<PAGE>
whether prohibited transaction exemptions such as PTE 83-1 or any individual
administrative exemption (as described below) applies, including whether the
appropriate conditions set forth therein would be met, or whether any statutory
prohibited transaction exemption is applicable, and further should consult the
applicable Prospectus Supplement relating to such Series of Certificates.
CERTAIN REQUIREMENTS UNDER ERISA
GENERAL. In accordance with ERISA's general fiduciary standards, before
investing in a Certificate a Plan fiduciary should determine whether to do so is
permitted under the governing Plan instruments and is appropriate for the Plan
in view of its overall investment policy and the composition and diversification
of its portfolio. A Plan fiduciary should especially consider the ERISA
requirement of investment prudence and the sensitivity of the return on the
Certificates to the rate of principal repayments (including prepayments) on the
Mortgage Loans, as discussed in "Prepayment and Yield Considerations" herein.
PARTIES IN INTEREST/DISQUALIFIED PERSONS. Other provisions of ERISA (and
corresponding provisions of the Code) prohibit certain transactions involving
the assets of a Plan and persons who have certain specified relationships to the
Plan (so-called "parties in interest" within the meaning of ERISA or
"disqualified persons" within the meaning of the Code). The Seller, the Master
Servicer or Master Servicer or the Trustee or certain affiliates thereof might
be considered or might become "parties in interest" or "disqualified persons"
with respect to a Plan. If so, the acquisition or holding of Certificates by or
on behalf of such Plan could be considered to give rise to a "prohibited
transaction" within the meaning of ERISA and the Code unless an administrative
exemption described below or some other exemption is available.
Special caution should be exercised before the assets of a Plan (including
assets that may be held in an insurance company's separate or general accounts
where assets in such accounts may be deemed Plan assets for purposes of ERISA)
are used to purchase a Certificate if, with respect to such assets, the Seller,
the Master Servicer or Master Servicer or the Trustee or an affiliate thereof
either: (a) has investment discretion with respect to the investment of such
assets of such Plan; or (b) has authority or responsibility to give, or
regularly gives, investment advice with respect to such assets for a fee and
pursuant to an agreement or understanding that such advice will serve as a
primary basis for investment decisions with respect to such assets and that such
advice will be based on the particular investment needs of the Plan.
DELEGATION OF FIDUCIARY DUTY. Further, if the assets included in a Trust
Estate were deemed to constitute Plan assets, it is possible that a Plan's
investment in the Certificates might be deemed to constitute a delegation, under
ERISA, of the duty to manage Plan assets by the fiduciary deciding to invest in
the Certificates, and certain transactions involved in the operation of the
Trust Estate might be deemed to constitute prohibited transactions under ERISA
and the Code. Neither ERISA nor the Code define the term "plan assets."
The U.S. Department of Labor (the "Department") has issued regulations (the
"Regulations") concerning whether or not a Plan's assets would be deemed to
include an interest in the underlying assets of an entity (such as a Trust
Estate) for purposes of the reporting and disclosure and general fiduciary
responsibility provisions of ERISA, as well as for the prohibited transaction
provisions of ERISA and the Code, if the Plan acquires an "equity interest"
(such as a Certificate) in such an entity.
Certain exceptions are provided in the Regulations whereby an investing
Plan's assets would be deemed merely to include its interest in the Certificates
instead of being deemed to include an interest in the assets of a Trust Estate.
However, it cannot be predicted in advance nor can there be any continuing
assurance whether such exceptions may be met, because of the factual nature of
certain of the rules set forth in the Regulations. For example, one of the
exceptions in the Regulations states that the underlying assets of an entity
will not be considered "plan assets" if less than 25% of the value of all
classes of equity interests are held by "benefit plan investors," which are
defined as Plans, IRAs,
94
<PAGE>
and employee benefit plans not subject to ERISA (for example, governmental
plans), but this exception is tested immediately after each acquisition of an
equity interest in the entity whether upon initial issuance or in the secondary
market.
ADMINISTRATIVE EXEMPTIONS
INDIVIDUAL ADMINISTRATIVE EXEMPTIONS. Several underwriters of
mortgage-backed securities have applied for and obtained ERISA prohibited
transaction exemptions (each, an "Underwriter's Exemption") which are in some
respects broader than Prohibited Transaction Class Exemption 83-1 (described
below). Such exemptions can only apply to mortgage-backed securities which,
among other conditions, are sold in an offering with respect to which such
underwriter serves as the sole or a managing underwriter, or as a selling or
placement agent. If such an Underwriter's Exemption might be applicable to a
Series of Certificates, the applicable Prospectus Supplement will refer to such
possibility.
Among the conditions that must be satisfied for an Underwriter's Exemption
to apply are the following:
(1) The acquisition of Certificates by a Plan is on terms (including the
price for the Certificates) that are at least as favorable to the
Plan as they would be in an arm's length transaction with an unrelated
party;
(2) The rights and interests evidenced by Certificates acquired by the
Plan are not subordinated to the rights and interests evidenced by
other Certificates of the Trust Estate;
(3) The Certificates acquired by the Plan have received a rating at the
time of such acquisition that is one of the three highest generic
rating categories from either Standard & Poor's ("S&P"), Moody's Investors
Service, Inc. ("Moody's"), Duff & Phelps Credit Rating Co. ("DCR") or Fitch
Investors Service, L.P. ("Fitch");
(4) The Trustee must not be an affiliate of any other member of the
Restricted Group (as defined below);
(5) The sum of all payments made to and retained by the underwriter in
connection with the distribution of Certificates represents not more
than reasonable compensation for underwriting the Certificates. The sum of
all payments made to and retained by the Seller pursuant to the assignment
of the Mortgage Loans to the Trust Estate represents not more than the fair
market value of such Mortgage Loans. The sum of all payments made to and
retained by the Servicer (and any other servicer) represents not more than
reasonable compensation for such person's services under the Pooling and
Servicing Agreement and reimbursement of such person's reasonable expenses
in connection therewith; and
(6) The Plan investing in the Certificates is an "accredited investor" as
defined in Rule 501(a)(1) of Regulation D of the Securities and
Exchange Commission under the Securities Act of 1933.
The Trust Estate must also meet the following requirements:
(i)
the assets of the Trust Estate must consist solely of assets of
the type that have been included in other investment pools in the
marketplace;
(ii)
certificates in such other investment pools must have been rated
in one of the three highest rating categories of S&P, Moody's,
Fitch or DCR for at least one year prior to the Plan's acquisition of the
Certificates; and
(iii)
certificates evidencing interests in such other investment pools
must have been purchased by investors other than Plans for at
least one year prior to any Plan's acquisition of the Certificates.
95
<PAGE>
If the conditions to an Underwriter's Exemption are met, whether or not a
Plan's assets would be deemed to include an ownership interest in the Mortgage
Loans in a mortgage pool, the acquisition, holding and resale of the
Certificates by Plans would be exempt from the prohibited transaction provisions
of ERISA and the Code.
Moreover, an Underwriter's Exemption can provide relief from certain
self-dealing/conflict of interest prohibited transactions that may occur if a
Plan fiduciary causes a Plan to acquire Certificates in a Trust Estate in which
the fiduciary (or its affiliate) is an obligor on the Mortgage Loans held in the
Trust Estate provided that, among other requirements: (i) in the case of an
acquisition in connection with the initial issuance of Certificates, at least
fifty percent of each class of Certificates in which Plans have invested is
acquired by persons independent of the Restricted Group and at least fifty
percent of the aggregate interest in the Trust Estate is acquired by persons
independent of the Restricted Group (as defined below); (ii) such fiduciary (or
its affiliate) is an obligor with respect to five percent or less of the fair
market value of the Mortgage Loans contained in the Trust Estate; (iii) the
Plan's investment in Certificates of any Class does not exceed twenty-five
percent of all of the Certificates of that Class outstanding at the time of the
acquisition and (iv) immediately after the acquisition no more than twenty-five
percent of the assets of the Plan with respect to which such person is a
fiduciary are invested in Certificates representing an interest in one or more
trusts containing assets sold or served by the same entity.
An Underwriter's Exemption does not apply to Plans sponsored by the Seller,
the underwriter specified in the applicable Prospectus Supplement, the Master
Servicer, the Trustee, the Servicer, any obligor with respect to Mortgage Loans
included in the Trust Estate constituting more than five percent of the
aggregate unamortized principal balance of the assets in the Trust Estate, or
any affiliate of such parties (the "Restricted Group").
PTE 83-1. Prohibited Transaction Class Exemption 83-1 for Certain
Transactions Involving Mortgage Pool Investment Trusts ("PTE 83-1") permits
certain transactions involving the creation, maintenance and termination of
certain residential mortgage pools and the acquisition and holding of certain
residential mortgage pool pass-through certificates by Plans, whether or not the
Plan's assets would be deemed to include an ownership interest in the mortgages
in such mortgage pools, and whether or not such transactions would otherwise be
prohibited under ERISA.
The term "mortgage pool pass-through certificate" is defined in PTE 83-1 as
"a certificate representing a beneficial undivided fractional interest in a
mortgage pool and entitling the holder of such a certificate to pass-through
payment of principal and interest from the pooled mortgage loans, less any fees
retained by the pool sponsor." It appears that, for purposes of PTE 83-1, the
term "mortgage pool pass-through certificate" would include Certificates issued
in a single Class or in multiple Classes that evidence the beneficial ownership
of both a specified percentage of future interest payments (after permitted
deductions) and a specified percentage of future principal payments on a Trust
Estate.
However, it appears that PTE 83-1 does or might not apply to the purchase
and holding of (a) Certificates that evidence the beneficial ownership only of a
specified percentage of future interest payments (after permitted deductions) on
a Trust Estate or only of a specified percentage of future principal payments on
a Trust Estate, (b) Residual Certificates, (c) Certificates evidencing ownership
interests in a Trust Estate which includes Mortgage Loans secured by multifamily
residential properties or shares issued by cooperative housing corporations, or
(d) Certificates which are subordinated to other Classes of Certificates of such
Series. Accordingly, unless exemptive relief other than PTE 83-1 applies, Plans
should not purchase any such Certificates.
PTE 83-1 sets forth "general conditions" and "specific conditions" to its
applicability. Section II of PTE 83-1 sets forth the following general
conditions to the application of the exemption: (i) the maintenance of a system
of insurance or other protection for the pooled mortgage loans or the property
securing such loans, and for indemnifying certificateholders against reductions
in pass-through payments due to property damage or defaults in loan payments;
(ii) the existence of a pool
96
<PAGE>
trustee who is not an affiliate of the pool sponsor; and (iii) a requirement
that the sum of all payments made to and retained by the pool sponsor, and all
funds inuring to the benefit of the pool sponsor as a result of the
administration of the mortgage pool, must represent not more than adequate
consideration for selling the mortgage loans plus reasonable compensation for
services provided by the pool sponsor to the pool. The system of insurance or
protection referred to in clause (i) above must provide such protection and
indemnification up to an amount not less than the greater of one percent of the
aggregate unpaid principal balance of the pooled mortgages or the unpaid
principal balance of the largest mortgage in the pool. It should be noted that
in promulgating PTE 83-1 (and a predecessor exemption), the Department did not
have under its consideration interests in pools of the exact nature as some of
the Certificates described herein.
EXEMPT PLANS
Employee benefit plans which are governmental plans (as defined in Section
3(32) of ERISA), and certain church plans (as defined in Section 3(33) of ERISA)
are not subject to ERISA requirements and assets of such plans may be invested
in Certificates without regard to the ERISA considerations described above but
such plans may be subject to the provisions of other applicable federal and
state law.
UNRELATED BUSINESS TAXABLE INCOME -- RESIDUAL CERTIFICATES
The purchase of a Residual Certificate by any employee benefit plan
qualified under Code Section 401(a) and exempt from taxation under Code Section
501(a), including most varieties of ERISA Plans, may give rise to "unrelated
business taxable income" as described in Code Sections 511-515 and 860E.
Further, prior to the purchase of Residual Certificates, a prospective
transferee may be required to provide an affidavit to a transferor that it is
not, nor is it purchasing a Residual Certificate on behalf of, a "Disqualified
Organization," which term as defined above includes certain tax-exempt entities
not subject to Code Section 511 such as certain governmental plans, as discussed
above under the caption "Certain Federal Income Tax Consequences -- Federal
Income Tax Consequences for REMIC Certificates -- Taxation of Residual
Certificates -- Tax-Related Restrictions on Transfer of Residual Certificates --
Disqualified Organizations."
DUE TO THE COMPLEXITY OF THESE RULES AND THE PENALTIES IMPOSED UPON PERSONS
INVOLVED IN PROHIBITED TRANSACTIONS, IT IS PARTICULARLY IMPORTANT THAT POTENTIAL
INVESTORS WHO ARE PLAN FIDUCIARIES CONSULT WITH THEIR COUNSEL REGARDING THE
CONSEQUENCES UNDER ERISA OF THEIR ACQUISITION AND OWNERSHIP OF CERTIFICATES.
THE SALE OF CERTIFICATES TO A PLAN IS IN NO RESPECT A REPRESENTATION BY THE
SELLER OR THE APPLICABLE UNDERWRITER THAT THIS INVESTMENT MEETS ALL RELEVANT
LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS GENERALLY OR ANY
PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR PLANS GENERALLY OR
ANY PARTICULAR PLAN.
LEGAL INVESTMENT
As will be specified in the applicable Prospectus Supplement, certain
Classes of Certificates will constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984 ("SMMEA") so
long as they are rated in one of the two highest rating categories by at least
one Rating Agency. As "mortgage related securities" such Classes will constitute
legal investments for persons, trusts, corporations, partnerships, associations,
business trusts and business entities (including but not limited to
state-chartered savings banks, commercial banks, savings and loan associations
and insurance companies, as well as trustees and state government employee
retirement systems) created pursuant to or existing under the laws of the United
States or of any state (including the District of Columbia and Puerto Rico)
whose authorized investments are subject to state regulation to the same extent
that, under applicable law, obligations issued by or guaranteed as to principal
and interest by the United States or any agency or instrumentality thereof
constitute legal investments for such entities. Pursuant to SMMEA, a number of
states enacted legislation, on or before the October 3, 1991 cut-off for such
enactments, limiting to varying extents the ability of certain entities (in
particular, SMMEA insurance companies) to invest in mortgage related securities,
97
<PAGE>
in most cases by requiring the affected investors to rely solely upon existing
state law, and not SMMEA. Accordingly, the investors affected by such
legislation will be authorized to invest in the Certificates only to the extent
provided in such legislation.
SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal with mortgage
related securities without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in mortgage related
securities, and national banks may purchase mortgage related securities for
their own account without regard to the limitations generally applicable to
investment securities set forth in 12 U.S.C. Section 24 (Seventh), subject in
each case to such regulations as the applicable federal regulatory authority may
prescribe. In this connection, federal credit unions should review National
Credit Union Administration ("NCUA") Letter to Credit Unions No. 96, as modified
by Letter to Credit Unions No. 108, which includes guidelines to assist federal
credit unions in making investment decisions for mortgage related securities.
The NCUA has adopted rules, codified as 12 C.F.R. Section 703.5(f)-(k), which
prohibit federal credit unions from investing in certain mortgage related
securities (such as the Residual Certificates and the Stripped Certificates),
except under limited circumstances.
All depository institutions considering an investment in the Certificates
should review the "Supervisory Policy Statement on Securities Activities" dated
January 28, 1992, as revised April 15, 1994 (the "Policy Statement") of the
Federal Financial Institutions Examination Council. The Policy Statement, which
has been adopted by the Board of Governors of the Federal Reserve System, the
Federal Deposit Insurance Corporation, the Comptroller of the Currency and the
Office of Thrift Supervision and by the NCUA (with certain modifications),
prohibits depository institutions from investing in certain "high-risk mortgage
securities" (including securities such as certain Series and Classes of the
Certificates), except under limited circumstances, and sets forth certain
investment practices deemed to be unsuitable for regulated institutions.
Institutions whose investment activities are subject to regulation by
federal or state authorities should review rules, policies and guidelines
adopted from time to time by such authorities before purchasing any of the
Certificates, as certain Series or Classes (in particular, Certificates which
are entitled solely or disproportionately to distributions of principal or
interest) may be deemed unsuitable investments, or may otherwise be restricted,
under such rules, policies or guidelines (in certain instances irrespective of
SMMEA).
The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions which
may restrict or prohibit investment in securities which are not
"interest-bearing" or "income-paying," and, with regard to any Certificates
issued in book-entry form, provisions which may restrict or prohibit investments
in securities which are issued in book-entry form.
Except as to the status of certain Classes of Certificates as "mortgage
related securities," no representation is made as to the proper characterization
of the Certificates for legal investment purposes, financial institution
regulatory purposes, or other purposes, or as to the ability of particular
investors to purchase Certificates under applicable legal investment
restrictions. The uncertainties described above (and any unfavorable future
determinations concerning legal investment or financial institution regulatory
characteristics of the Certificates) may adversely affect the liquidity of the
Certificates.
All investors should consult with their own legal advisors in determining
whether and to what extent the Certificates constitute legal investments for
such investors.
98
<PAGE>
PLAN OF DISTRIBUTION
The Certificates are being offered hereby in Series through one or more of
the methods described below. The applicable Prospectus Supplement for each
Series will describe the method of offering being utilized for that Series and
will state the public offering or purchase price of each Class of Certificates
of such Series, or the method by which such price is to be determined, and the
net proceeds to the Seller from such sale.
The Certificates will be offered through the following methods from time to
time and offerings may be made concurrently through more than one of these
methods or an offering of a particular Series of Certificates may be made
through a combination of two or more of these methods:
1. By negotiated firm commitment underwriting and public re-offering by
underwriters specified in the applicable Prospectus Supplement;
2. By placements by the Seller with investors through dealers; and
3. By direct placements by the Seller with investors.
If underwriters are used in a sale of any Certificates, such Certificates
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices to be
determined at the time of sale or at the time of commitment therefor. Firm
commitment underwriting and public reoffering by underwriters may be done
through underwriting syndicates or through one or more firms acting alone. The
specific managing underwriter or underwriters, if any, with respect to the offer
and sale of a particular Series of Certificates will be set forth on the cover
of the Prospectus Supplement applicable to such Series and the members of the
underwriting syndicate, if any, will be named in such Prospectus Supplement. The
Prospectus Supplement will describe any discounts and commissions to be allowed
or paid by the Seller to the underwriters, any other items constituting
underwriting compensation and any discounts and commissions to be allowed or
paid to the dealers. The obligations of the underwriters will be subject to
certain conditions precedent. The underwriters with respect to a sale of any
Class of Certificates will be obligated to purchase all such Certificates if any
are purchased. The Seller, and, if specified in the applicable Prospectus
Supplement, Norwest Mortgage, will indemnify the applicable underwriters against
certain civil liabilities, including liabilities under the Securities Act.
The Prospectus Supplement with respect to any Series of Certificates offered
other than through underwriters will contain information regarding the nature of
such offering and any agreements to be entered into between the Seller and
dealers and/or the Seller and purchasers of Certificates of such Series.
Purchasers of Certificates, including dealers, may, depending on the facts
and circumstances of such purchases, be deemed to be "underwriters" within the
meaning of the Securities Act in connection with reoffers and sales by them of
Certificates. Certificateholders should consult with their legal advisors in
this regard prior to any such reoffer or sale.
If specified in the Prospectus Supplement relating to a Series of
Certificates, the Seller or any affiliate thereof may purchase some or all of
one or more Classes of Certificates of such Series from the underwriter or
underwriters at a price specified or described in such Prospectus Supplement.
Such purchaser may thereafter from time to time offer and sell, pursuant to this
Prospectus, some or all of such Certificates so purchased directly, through one
or more underwriters to be designated at the time of the offering of such
Certificates or through dealers acting as agent and/or principal. Such offering
may be restricted in the matter specified in such Prospectus Supplement. Such
transactions may be effected at market prices prevailing at the time of sale, at
negotiated prices or at fixed prices. The underwriters and dealers participating
in such purchaser's offering of such Certificates may receive compensation in
the form of underwriting discounts or commissions from such purchaser and such
dealers may receive commissions from the investors purchasing such Certificates
for whom they may
99
<PAGE>
act as agent (which discounts or commissions will not exceed those customary in
those types of transactions involved). Any dealer that participates in the
distribution of such Certificates may be deemed to be an "underwriter" within
the meaning of the Securities Act, and any commissions and discounts received by
such dealer and any profit on the resale of such Certificates by such dealer
might be deemed to be underwriting discounts and commissions under the
Securities Act.
USE OF PROCEEDS
The net proceeds from the sale of each Series of Certificates will be used
by the Seller for the purchase of the Mortgage Loans represented by the
Certificates of such Series from Norwest Mortgage. It is expected that Norwest
Mortgage will use the proceeds from the sale of the Mortgage Loans to the Seller
for its general business purposes, including, without limitation, the
origination or acquisition of new mortgage loans and the repayment of borrowings
incurred to finance the origination or acquisition of mortgage loans, including
the Mortgage Loans underlying the Certificates of such Series.
LEGAL MATTERS
Certain legal matters, including the federal income tax consequences to
Certificateholders of an investment in the Certificates of a Series, will be
passed upon for the Seller by Cadwalader, Wickersham & Taft, New York.
RATING
It is a condition to the issuance of the Certificates of any Series offered
pursuant to this Prospectus and a Prospectus Supplement that they be rated in
one of the four highest categories by at least one Rating Agency.
A securities rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning Rating
Agency. Each securities rating should be evaluated independently of any other
rating.
100
<PAGE>
INDEX OF SIGNIFICANT DEFINITIONS
<TABLE>
<CAPTION>
TERM PAGE
- --------------------------------------------------------------------------------------------------------- ---------
<S> <C>
1986 Act................................................................................................. 70
Accrual Certificates..................................................................................... 35
Act...................................................................................................... 2
Advances................................................................................................. 46
ALTA..................................................................................................... 25
Balloon Loan............................................................................................. 19
Balloon Period........................................................................................... 19
Bankruptcy Code.......................................................................................... 62
Bankruptcy Loss.......................................................................................... 36
Bankruptcy Loss Amount................................................................................... 37
Beneficial Owner......................................................................................... 32
Book-Entry Certificates.................................................................................. 11
Buy-Down Fund............................................................................................ 18
Buy-Down Loans........................................................................................... 18
Cede..................................................................................................... 32
CERCLA................................................................................................... 63
Certificate Account...................................................................................... 43
Certificateholder........................................................................................ 32
Certificates............................................................................................. Cover
Class.................................................................................................... Cover
Cleanup Costs............................................................................................ 63
Code..................................................................................................... 11
Commission............................................................................................... 2
Correspondents........................................................................................... 20
Credit Score............................................................................................. 22
DCR...................................................................................................... 95
Deferred Interest........................................................................................ 17
Definitive Certificates.................................................................................. 11
Delegated Underwriting................................................................................... 21
Department............................................................................................... 94
Depository............................................................................................... 43
Detailed Information..................................................................................... 2
Disqualified Organization................................................................................ 81
Distribution Date........................................................................................ 9
DTC...................................................................................................... 11
DTC Participants......................................................................................... 32
Due Date................................................................................................. 16
Due on Sale.............................................................................................. 65
EDGAR.................................................................................................... 2
Eligible Custodial Account............................................................................... 44
EPA...................................................................................................... 64
ERISA.................................................................................................... 11
Excess Bankruptcy Losses................................................................................. 37
Excess Fraud Losses...................................................................................... 37
Excess Special Hazard Losses............................................................................. 37
FDIC..................................................................................................... 44
FHLBB.................................................................................................... 65
FHLMC.................................................................................................... 25
Fitch.................................................................................................... 95
Fixed Retained Yield..................................................................................... 35
FNMA..................................................................................................... 25
</TABLE>
101
<PAGE>
<TABLE>
<CAPTION>
TERM PAGE
- --------------------------------------------------------------------------------------------------------- ---------
<S> <C>
Fraud Loss............................................................................................... 36
Fraud Loss Amount........................................................................................ 37
Garn Act................................................................................................. 65
GEMICO................................................................................................... 25
Indirect DTC Participants................................................................................ 32
IRA...................................................................................................... 93
Joint Ventures........................................................................................... 20
Liquidation Proceeds..................................................................................... 44
Loan Stores.............................................................................................. 20
Master Servicer.......................................................................................... Cover
Master Servicing Fee..................................................................................... 35
Moody's.................................................................................................. 95
Mortgage Interest Rate................................................................................... 35
Mortgage Loans........................................................................................... Cover
Mortgage Notes........................................................................................... 15
Mortgaged Properties..................................................................................... 15
Mortgages................................................................................................ 15
NASCOR................................................................................................... Cover
NCUA..................................................................................................... 98
Net Foreclosure Profits.................................................................................. 35
Net Mortgage Interest Rate............................................................................... 35
1986 Act................................................................................................. 69
Non-Pro Rata Certificate................................................................................. 70
Non-U.S. Person.......................................................................................... 85
Norwest Bank............................................................................................. Cover
Norwest Corporation...................................................................................... 19
Norwest Funding.......................................................................................... 19
Norwest Mortgage......................................................................................... Cover
Norwest Mortgage Loan.................................................................................... 19
Norwest Mortgage Sale Agreement.......................................................................... 53
OID Regulations.......................................................................................... 70
Other Advances........................................................................................... 46
OTS...................................................................................................... 65
Partial Liquidation Proceeds............................................................................. 34
Pass-Through Rate........................................................................................ 9
Pass-Through Entity...................................................................................... 81
Paying Agent............................................................................................. 46
PCBS..................................................................................................... 63
Percentage Interest...................................................................................... 33
Periodic Advances........................................................................................ 10
PHMC..................................................................................................... 19
PHMC Mortgage Loans...................................................................................... 19
Plans.................................................................................................... 93
Policy Statement......................................................................................... 98
Pool Distribution Amount................................................................................. 34
Pool Insurers............................................................................................ 25
Pooling and Servicing Agreement.......................................................................... 8
Prepayment Assumption.................................................................................... 71
Program Loans............................................................................................ 42
Proposed Mark to Market Regulations...................................................................... 83
PTE 83-1................................................................................................. 96
Qualified Mortgage....................................................................................... 30
Rating Agency............................................................................................ 12
</TABLE>
102
<PAGE>
<TABLE>
<CAPTION>
TERM PAGE
- --------------------------------------------------------------------------------------------------------- ---------
<S> <C>
Record Date.............................................................................................. 10
Regular Certificateholder................................................................................ 70
Regular Certificates..................................................................................... 31
Regulations.............................................................................................. 94
Relief Act............................................................................................... 63
REMIC.................................................................................................... Cover
REMIC Certificates....................................................................................... 67
REMIC Pool............................................................................................... 67
REMIC Regulations........................................................................................ 67
Remittance Date.......................................................................................... 44
Reserve Fund............................................................................................. 38
Residual Certificates.................................................................................... 31
Residual Holders......................................................................................... 77
Restricted Group......................................................................................... 96
Rules.................................................................................................... 32
S&P...................................................................................................... 94
SBJPA of 1996............................................................................................ 68
Securities Act........................................................................................... 2
Seller................................................................................................... Cover
Senior Certificates...................................................................................... Cover
Series................................................................................................... Cover
Servicer................................................................................................. Cover
Servicer Custodial Account............................................................................... 44
Servicing Account........................................................................................ 47
Servicing Fee............................................................................................ 35
SMMEA.................................................................................................... 97
Special Hazard Loss...................................................................................... 36
Special Hazard Loss Amounts.............................................................................. 37
Standard Hazard Insurance Policy......................................................................... 49
Startup Day.............................................................................................. 68
Stripped Certificateholder............................................................................... 91
Stripped Certificates.................................................................................... 90
Subclass................................................................................................. Cover
Subordinated Certificates................................................................................ Cover
Subsidy Account.......................................................................................... 17
Subsidy Loans............................................................................................ 17
Subsidy Payments......................................................................................... 17
Superliens............................................................................................... 63
Title V.................................................................................................. 66
T.O.P. Loans............................................................................................. 25
Treasury Regulations..................................................................................... 54
Trust Estate............................................................................................. Cover
Trustee.................................................................................................. 59
Trustee Fee.............................................................................................. 35
U.S. Person.............................................................................................. 82
UCC...................................................................................................... 61
UGRIC.................................................................................................... 25
Underlying Servicing Agreement........................................................................... 8
Underwriter's Exemption.................................................................................. 94
Voting Interests......................................................................................... 56
Window Period............................................................................................ 65
Window Period Loans...................................................................................... 65
Window Period States..................................................................................... 65
</TABLE>
103
<PAGE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IN CONNECTION WITH THE
OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE SELLER OR BY EITHER UNDERWRITER. NEITHER THIS
PROSPECTUS SUPPLEMENT NOR THE ACCOMPANYING PROSPECTUS CONSTITUTES AN OFFER TO
SELL OR THE SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS, NOR DO THEY CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY
OFFER TO BUY SUCH SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER
OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
---------------
INDEX
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Table of Contents................................ S-5
Summary Information.............................. S-6
Risk Factors..................................... S-30
Description of the Certificates.................. S-31
Description of Mortgage Loans.................... S-59
Delinquency and Foreclosure
Experience..................................... S-65
Prepayment and Yield Considerations.............. S-69
Pooling and Servicing Agreement.................. S-84
Servicing of the Mortgage Loans.................. S-86
Federal Income Tax Considerations................ S-90
ERISA Considerations............................. S-92
Legal Investment................................. S-94
Secondary Market................................. S-94
Underwriting..................................... S-94
Legal Matters.................................... S-95
Use of Proceeds.................................. S-95
Ratings.......................................... S-95
Index of Significant Prospectus Supplement
Definitions.................................... S-97
PROSPECTUS
Reports.......................................... 2
Additional Information........................... 2
Additional Detailed Information.................. 2
Incorporation of Certain Information by
Reference...................................... 3
Table of Contents................................ 4
Summary of Prospectus............................ 8
Risk Factors..................................... 13
The Trust Estates................................ 15
The Seller....................................... 19
Norwest Mortgage................................. 19
Norwest Bank..................................... 20
The Mortgage Loan Programs....................... 20
Description of the Certificates.................. 30
Prepayment and Yield Considerations.............. 39
Servicing of the Mortgage Loans.................. 41
Certain Matters Regarding the Master Servicer.... 52
The Pooling and Servicing Agreement.............. 53
Certain Legal Aspects of the Mortgage Loans...... 59
Certain Federal Income Tax Consequences.......... 67
ERISA Considerations............................. 93
Legal Investment................................. 97
Plan of Distribution............................. 99
Use of Proceeds.................................. 100
Legal Matters.................................... 100
Rating........................................... 100
Index of Significant Definitions................. 101
</TABLE>
------------
UNTIL FEBRUARY 18, 1997, ALL DEALERS EFFECTING TRANSACTIONS IN THE SECURITIES
DESCRIBED IN THIS PROSPECTUS SUPPLEMENT, WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
[LOGO]
$124,197,512 (APPROXIMATE)
NORWEST ASSET
SECURITIES CORPORATION
("NASCOR")
SELLER
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1996-8
SALOMON BROTHERS INC
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
PROSPECTUS SUPPLEMENT
DATED NOVEMBER 18, 1996
