SUPPLEMENT TO PROSPECTUS
SUPPLEMENT DATED NOVEMBER 18, 1997
NORWEST ASSET SECURITIES CORPORATION
(NASCOR(R)) (now known as WELLS FARGO ASSET SECURITIES CORPORATION)
SELLER
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-20
Classes A-1, A-R, M, B-1 and B-2
------------------------------------------------------------------------------
On November 26, 1997, Norwest Asset Securities Corporation ("NASCOR") (now
known as Wells Fargo Asset Securities Corporation) Mortgage Pass-Through
Certificates, Series 1997-20, Classes A-1, A-R, M, B-1 and B-2 (collectively,
the "Publicly Offered Certificates"), were issued in the original aggregate
principal amount of approximately $168,603,205. As of the initial issuance date,
the Publicly Offered Certificates represented beneficial interests of
approximately 99.09% in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as of November 26, 1997, by and among NASCOR (now
known as Wells Fargo Asset Securities Corporation), as seller, Norwest Bank
Minnesota, National Association (now known as Wells Fargo Bank Minnesota,
National Association), as master servicer, United States Trust Company of New
York, as trustee and First Union National Bank, as trust administrator.
This Supplement to the above-referenced prospectus supplement (the
"Prospectus Supplement") supplements and updates certain of the information set
forth in the Prospectus Supplement. Capitalized terms not defined herein have
the meanings ascribed to them in the Prospectus Supplement.
The information contained in the Prospectus Supplement speaks only as of
the Cut-Off Date with respect to, among other matters, the characteristics of
the Mortgage Loans. Attached to and forming a part of this Supplement is a copy
of the most recent monthly report to Certificateholders, together with an
updated collateral stratification report with respect to the Mortgage Loans.
Prospective investors in the Publicly Offered Certificates may also obtain the
information contained in the monthly reports, as well as certain additional
information concerning the Publicly Offered Certificates and the Mortgage Loans
not contained in the monthly reports, through SecuritiesLink(R) Investor
Information Services as described under "Additional Detailed Information" in the
Prospectus.
THIS SUPPLEMENT, THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS MAY BE USED
BY WELLS FARGO BROKERAGE SERVICES, LLC, AN AFFILIATE OF THE SELLER, THE MASTER
SERVICER AND WELLS FARGO HOME MORTGAGE, INC., TO THE EXTENT REQUIRED, IN
CONNECTION WITH MARKET MAKING TRANSACTIONS IN THE PUBLICLY OFFERED CERTIFICATES.
WELLS FARGO BROKERAGE SERVICES, LLC MAY ACT AS PRINCIPAL OR AGENT IN SUCH
TRANSACTION.
The date of this Supplement is December 29, 2000.
<PAGE>
Norwest Asset Securities Corporation Contact: Customer Service - SecuritiesLink
Mortgage Pass-Through Certificates Wells Fargo Bank Minnesota, N.A.
Record Date: 30-Nov-2000 Securities Administration Services
Distribution Date: 26-Dec-2000 7485 New Horizon Way
Frederick, MD 21703
20-Dec-2000 9:17:06AM Telephone: (301) 846-8130
Fax: (301) 846-8152
NASCOR SERIES 1997-20
Certificateholder Distribution Summary
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
Certificate Certificate Beginning
Class Pass-Through Certificate Interest
Class CUSIP Description Rate Balance Distribution
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A-1 66937NVP0 SEQ 6.75000% 80,965,200.19 455,429.25
-----------------------------------------------------------------------------
AWIO NMB9720IO W,IO 0.48742% 0.00 28,341.83
-----------------------------------------------------------------------------
A-R 66937NVQ8 R 6.75000% 0.00 0.00
-----------------------------------------------------------------------------
APO NMB9720PO PO 0.00000% 273,625.63 0.00
-----------------------------------------------------------------------------
M 66937NVR6 MEZ 6.75000% 1,479,577.42 8,322.62
-----------------------------------------------------------------------------
B-1 66937NVS4 SUB 6.75000% 888,094.38 4,995.53
-----------------------------------------------------------------------------
B-2 66937NVT2 SUB 6.75000% 370,546.73 2,084.33
-----------------------------------------------------------------------------
B-3 66937NWL8 SUB 6.75000% 443,612.28 2,495.32
-----------------------------------------------------------------------------
B-4 66937NWM6 SUB 6.75000% 221,806.14 1,247.66
-----------------------------------------------------------------------------
B-5 66937NWN4 SUB 6.75000% 296,799.64 1,669.50
-----------------------------------------------------------------------------
Totals 84,939,262.41 504,586.04
-----------------------------------------------------------------------------
<CAPTION>
-----------------------------------------------------------------------------------------
Current Ending Cumulative
Principal Realized Certificate Total Realized
Class CUSIP Distribution Loss Balance Distribution Losses
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
A-1 66937NVP0 2,327,723.39 0.00 78,637,476.79 2,783,152.64 0.00
-----------------------------------------------------------------------------------------
AWIO NMB9720IO 0.00 0.00 0.00 28,341.83 0.00
-----------------------------------------------------------------------------------------
A-R 66937NVQ8 0.00 0.00 0.00 0.00 0.00
-----------------------------------------------------------------------------------------
APO NMB9720PO 1,795.69 0.00 271,829.94 1,795.69 0.00
-----------------------------------------------------------------------------------------
M 66937NVR6 7,092.44 0.00 1,472,484.98 15,415.06 0.00
-----------------------------------------------------------------------------------------
B-1 66937NVS4 4,257.13 0.00 883,837.25 9,252.66 0.00
-----------------------------------------------------------------------------------------
B-2 66937NVT2 1,776.24 0.00 368,770.49 3,860.57 0.00
-----------------------------------------------------------------------------------------
B-3 66937NWL8 2,126.48 0.00 441,485.80 4,621.80 0.00
-----------------------------------------------------------------------------------------
B-4 66937NWM6 1,063.24 0.00 220,742.90 2,310.90 0.00
-----------------------------------------------------------------------------------------
B-5 66937NWN4 755.69 667.03 295,376.92 2,425.19 8,448.02
-----------------------------------------------------------------------------------------
Totals 2,346,590.30 667.03 82,592,005.07 2,851,176.34 8,448.02
-----------------------------------------------------------------------------------------
</TABLE>
All distributions required by the Pooling and Servicing Agreement have been
calculated by the Certificate Administrator on behalf of the Trustee.
<PAGE>
Norwest Asset Securities Corporation Contact: Customer Service - SecuritiesLink
Mortgage Pass-Through Certificates Wells Fargo Bank Minnesota, N.A.
Record Date: 30-Nov-2000 Securities Administration Services
Distribution Date: 26-Dec-2000 7485 New Horizon Way
Frederick, MD 21703
20-Dec-2000 9:17:06AM Telephone: (301) 846-8130
Fax: (301) 846-8152
NASCOR SERIES 1997-20
Principal Distribution Statement
--------------------------------------------------------------------------------
Beginning Scheduled Unscheduled
Original Face Certificate Principal Principal
Class Amount Balance Distribution Distribution Accretion
--------------------------------------------------------------------------------
A-1 165,455,105.00 80,965,200.19 388,111.31 1,939,612.00 0.00
--------------------------------------------------------------------------------
AWIO 0.00 0.00 0.00 0.00 0.00
--------------------------------------------------------------------------------
A-R 100.00 0.00 0.00 0.00 0.00
--------------------------------------------------------------------------------
APO 446,794.38 273,625.63 1,379.67 416.02 0.00
--------------------------------------------------------------------------------
M 1,701,000.00 1,479,577.42 70,092.44 0.00 0.00
--------------------------------------------------------------------------------
B-1 1,021,000.00 888,094.38 4,257.13 0.00 0.00
--------------------------------------------------------------------------------
B-2 426,000.00 370,546.73 1,776.24 0.00 0.00
--------------------------------------------------------------------------------
B-3 510,000.00 443,612.28 2,126.48 0.00 0.00
--------------------------------------------------------------------------------
B-4 255,000.00 221,806.14 1,063.24 0.00 0.00
--------------------------------------------------------------------------------
B-5 341,216.47 296,700.64 755.69 0.00 0.00
--------------------------------------------------------------------------------
Total 170,156,215.85 84,939,262.41 406,562.20 1,940,028.00 0.00
--------------------------------------------------------------------------------
----------------------------------------------------------------------------
Total Ending Ending Total
Realized Principal Certificate Certificate Principal
Class Loss(1) Reduction Balance Percentage Distribution
----------------------------------------------------------------------------
A-1 0.00 2,327,723.39 78,637,476.79 0.47527985 2,327,723.39
----------------------------------------------------------------------------
AWIO 0.00 0.00 0.00 0.00000000 0.00
----------------------------------------------------------------------------
A-R 0.00 0.00 0.00 0.00000000 0.00
----------------------------------------------------------------------------
APO 0.00 1,795.69 271,829.94 0.60840054 1,795.69
----------------------------------------------------------------------------
M 0.00 7,092.44 1,472,484.98 0.86565842 7,092.44
----------------------------------------------------------------------------
B-1 0.00 4,257.13 883,837.25 0.86565842 4,257.13
----------------------------------------------------------------------------
B-2 0.00 1,776.24 368,770.49 0.86565843 1,776.24
----------------------------------------------------------------------------
B-3 0.00 2,126.48 441,485.80 0.86565843 2,126.48
----------------------------------------------------------------------------
B-4 0.00 1,063.24 220,742.90 0.86565843 1,063.24
----------------------------------------------------------------------------
B-5 667.03 1,422.72 295,376.92 0.86565845 755.69
----------------------------------------------------------------------------
Total 667.03 2,347,257.33 82,592,005.07 0.48538929 2,346,590.30
----------------------------------------------------------------------------
(1) Amount Does Note Include Excess Special Hazard, Bankruptcy, or Fraud
Losses Unless Otherwise Disclosed. Please Refer to the Prospectus
Supplement for a Full Description.
Page 2
<PAGE>
Norwest Asset Securities Corporation Contact: Customer Service - SecuritiesLink
Mortgage Pass-Through Certificates Wells Fargo Bank Minnesota, N.A.
Record Date: 30-Nov-2000 Securities Administration Services
Distribution Date: 26-Dec-2000 7485 New Horizon Way
Frederick, MD 21703
20-Dec-2000 9:17:06AM Telephone: (301) 846-8130
Fax: (301) 846-8152
NASCOR SERIES 1997-20
Principal Distribution Factors Statement
Beginning Scheduled Unscheduled
Original Face Certificate Principal Principal
Class Amount Balance Distribution Distribution Accretion
--------------------------------------------------------------------------------
A-1 165,455,105.00 489.34845613 2.34571976 11.72289051 0.0000000
--------------------------------------------------------------------------------
AWIO 0.00 0.00000000 0.0000000 0.00000000 0.0000000
--------------------------------------------------------------------------------
A-R 100.00 0.00000000 0.0000000 0.00000000 0.0000000
--------------------------------------------------------------------------------
APO 446,794.38 612.41958773 3.08793052 0.93112183 0.0000000
--------------------------------------------------------------------------------
M 1,701,000.00 869.82799530 4.16957084 0.00000000 0.0000000
--------------------------------------------------------------------------------
B-1 1,021,000.00 869.82799216 4.16956905 0.00000000 0.0000000
--------------------------------------------------------------------------------
B-2 426,000.00 869.82800469 4.16957746 0.00000000 0.0000000
--------------------------------------------------------------------------------
B-3 510,000.00 869.82800000 4.16956863 0.00000000 0.0000000
--------------------------------------------------------------------------------
B-4 255,000.00 869.82800000 4.16956863 0.00000000 0.0000000
--------------------------------------------------------------------------------
B-5 341,216.47 869.82800098 2.21469380 0.00000000 0.0000000
--------------------------------------------------------------------------------
Total Ending Ending Total
Realized Principal Certificate Certificate Principal
Class Loss(1) Reduction Balance Percentage Distribution
----------------------------------------------------------------------------
A-1 0.00000000 14.06861027 475.27984579 0.47527985 14.06861027
----------------------------------------------------------------------------
AWIO 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
----------------------------------------------------------------------------
A-R 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
----------------------------------------------------------------------------
APO 0.00000000 4.01905234 608.40053539 0.60840054 4.01905234
----------------------------------------------------------------------------
M 0.00000000 4.16957084 865.65842446 0.86565842 4.16957084
----------------------------------------------------------------------------
B-1 0.00000000 4.16956905 865.65842311 0.86565842 4.16956905
----------------------------------------------------------------------------
B-2 0.00000000 4.16957746 865.65842723 0.86565843 4.16957746
----------------------------------------------------------------------------
B-3 0.00000000 4.16956863 865.65843137 0.86565843 4.16956863
----------------------------------------------------------------------------
B-4 0.00000000 4.16956863 865.65843137 0.86565843 4.16956863
----------------------------------------------------------------------------
B-5 1.95485874 4.16955254 865.65844843 0.86565845 2.21469380
----------------------------------------------------------------------------
(2) Per $1,000 denomination, except for class AR which is $100 denomination
and class AWIO which is 1% denomination.
(3) Amount Does Not Include Excess Special Hazard, Bankruptcy, or Fraud
Losses Unless Otherwise Disclosed. Please Refer to the Prospectus
Supplement for a Full Description.
Page 3
<PAGE>
Norwest Asset Securities Corporation Contact: Customer Service - SecuritiesLink
Mortgage Pass-Through Certificates Wells Fargo Bank Minnesota, N.A.
Record Date: 30-Nov-2000 Securities Administration Services
Distribution Date: 26-Dec-2000 7485 New Horizon Way
Frederick, MD 21703
20-Dec-2000 9:17:06AM Telephone: (301) 846-8130
Fax: (301) 846-8152
NASCOR SERIES 1997-20
Interest Distribution Statement
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Beginning
Current Certificate/ Current Payment of Current
Original Face Certificate Notional Accrued Unpaid Interest
Class Amount Rate Balance Interest Interest Shortfall
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
A-1 165,455,105.00 6.75000% 80,965,200.19 455,429.25 0.00 0.00
--------------------------------------------------------------------------------------------------
AWIO 0.00 0.48742% 69,776,275.25 28,341.83 0.00 0.00
--------------------------------------------------------------------------------------------------
A-R 100.00 6.75000% 0.00 0.00 0.00 0.00
--------------------------------------------------------------------------------------------------
APO 446,794.38 0.00000% 273,625.63 0.00 0.00 0.00
--------------------------------------------------------------------------------------------------
M 1,701,000.00 6.75000% 1,479,577.42 8,322.62 0.00 0.00
--------------------------------------------------------------------------------------------------
B-1 1,021,000.00 6.75000% 888,094.38 4,995.53 0.00 0.00
--------------------------------------------------------------------------------------------------
B-2 426,000.00 6.75000% 370,546.73 2,084.33 0.00 0.00
--------------------------------------------------------------------------------------------------
B-3 510,000.00 6.75000% 443,612.28 2,495.32 0.00 0.00
--------------------------------------------------------------------------------------------------
B-4 255,000.00 6.75000% 221,806.14 1,247.66 0.00 0.00
--------------------------------------------------------------------------------------------------
B-5 341,216.47 6.75000% 296,799.64 1,669.50 0.00 0.00
--------------------------------------------------------------------------------------------------
Total 170,156,215.85 504,586.04 0.00 0.00
--------------------------------------------------------------------------------------------------
<CAPTION>
--------------------------------------------------------------------------------
Remaining Ending
Non-Supported Total Unpaid Certificate/
Interest Realized Loss Interest Interest Notional
Class Shortfall (4) Distribution Shortfall Balance
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A-1 0.00 0.00 455,429.25 0.00 78,637,476.79
--------------------------------------------------------------------------------
AWIO 0.00 0.00 28,341.83 0.00 67,677,779.13
--------------------------------------------------------------------------------
A-R 0.00 0.00 0.00 0.00 0.00
--------------------------------------------------------------------------------
APO 0.00 0.00 0.00 0.00 271,829.94
--------------------------------------------------------------------------------
M 0.00 0.00 8,322.62 0.00 1,472,484.98
--------------------------------------------------------------------------------
B-1 0.00 0.00 4,995.62 0.00 883,837.25
--------------------------------------------------------------------------------
B-2 0.00 0.00 2,084.53 0.00 368,770.49
--------------------------------------------------------------------------------
B-3 0.00 0.00 2,495.32 0.00 441,485.80
--------------------------------------------------------------------------------
B-4 0.00 0.00 1,247.66 0.00 220,742.90
--------------------------------------------------------------------------------
B-5 0.00 0.00 1,669.50 0.00 295,376.92
--------------------------------------------------------------------------------
Total 0.00 0.00 504,586.04 0.00
--------------------------------------------------------------------------------
</TABLE>
(4) Amount Does Not Include Excess Special Hazard, Bankruptcy, or Fraud Losses
Unless Otherwise Disclosed. Please Refer to the Prospectus Supplement for
a Full Description.
Page 4
<PAGE>
Norwest Asset Securities Corporation Contact: Customer Service - SecuritiesLink
Mortgage Pass-Through Certificates Wells Fargo Bank Minnesota, N.A.
Record Date: 30-Nov-2000 Securities Administration Services
Distribution Date: 26-Dec-2000 7485 New Horizon Way
Frederick, MD 21703
20-Dec-2000 9:17:06AM Telephone: (301) 846-8130
Fax: (301) 846-8152
NASCOR SERIES 1997-20
Interest Distribution Factors Statement
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
Beginning Payment of
Current Certificate/ Current Unpaid Current
Original Face Certificate Notional Accrued Interest Interest
Class(5) Amount Rate Balance Interest Shortfall Shortfall
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
A-1 165,455,105.00 6.75000% 489.34845613 2.75258506 0.00000000 0.00000000
-----------------------------------------------------------------------------------------------
AWIO 0.00 0.48742% 697762.75250000 283.41830000 0.00000000 0.00000000
-----------------------------------------------------------------------------------------------
A-R 100.00 6.75000% 0.00000000 0.00000000 0.00000000 0.00000000
-----------------------------------------------------------------------------------------------
APO 446,794.38 0.00000% 612.41958773 0.00000000 0.00000000 0.00000000
-----------------------------------------------------------------------------------------------
M 1,701,000.00 6.75000% 869.82799530 4.89278072 0.00000000 0.00000000
-----------------------------------------------------------------------------------------------
B-1 1,021,000.00 6.75000% 869.82799216 4.89278159 0.00000000 0.00000000
-----------------------------------------------------------------------------------------------
B-2 426,000.00 6.75000% 869.82800469 4.89279343 0.00000000 0.00000000
-----------------------------------------------------------------------------------------------
B-3 510,000.00 6.75000% 869.82800000 4.89227831 0.00000000 0.00000000
-----------------------------------------------------------------------------------------------
B-4 255,000.00 6.75000% 869.82800000 4.89227831 0.00000000 0.00000000
-----------------------------------------------------------------------------------------------
B-5 341,216.47 6.75000% 869.82800098 4.89278844 0.00000000 0.00000000
-----------------------------------------------------------------------------------------------
<CAPTION>
---------------------------------------------------------------------------------
Remaining Ending
Non-Supported Total Unpaid Certificate/
Interest Realized Loss Interest Interest Notional
Class(5) Shortfall (6) Distribution Shortfall Balance
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A-1 0.00000000 0.00000000 2.75258506 0.00000000 475.27984579
---------------------------------------------------------------------------------
AWIO 0.00000000 0.00000000 283.41830000 0.00000000 676777.79130000
---------------------------------------------------------------------------------
A-R 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
---------------------------------------------------------------------------------
APO 0.00000000 0.00000000 0.00000000 0.00000000 608.40053539
---------------------------------------------------------------------------------
M 0.00000000 0.00000000 4.89278072 0.00000000 865.65842446
---------------------------------------------------------------------------------
B-1 0.00000000 0.00000000 4.89278159 0.00000000 865.65842311
---------------------------------------------------------------------------------
B-2 0.00000000 0.00000000 4.89279343 0.00000000 865.65842723
---------------------------------------------------------------------------------
B-3 0.00000000 0.00000000 4.89278431 0.00000000 865.65843137
---------------------------------------------------------------------------------
B-4 0.00000000 0.00000000 4.89278431 0.00000000 865.65843137
---------------------------------------------------------------------------------
B-5 0.00000000 0.00000000 4.89278844 0.00000000 865.65844843
---------------------------------------------------------------------------------
</TABLE>
(5) Per $1,000 denomination, except for class AR which is $100 denomination
and class AWIO which is 1% denomination.
(6) Amount Does Not Include Excess Special Hazard, Bankruptcy, or Fraud Losses
Unless Otherwise Disclosed. Please Refer to the Prospectus Supplement for
a Full Description.
Page 5
<PAGE>
Norwest Asset Securities Corporation Contact: Customer Service - SecuritiesLink
Mortgage Pass-Through Certificates Wells Fargo Bank Minnesota, N.A.
Record Date: 30-Nov-2000 Securities Administration Services
Distribution Date: 26-Dec-2000 7485 New Horizon Way
Frederick, MD 21703
20-Dec-2000 9:17:06AM Telephone: (301) 846-8130
Fax: (301) 846-8152
NASCOR SERIES 1997-20
Certificateholder Account Statement
--------------------------------------------------------------------------------
CERTIFICATE ACCOUNT
Beginning Balance 46,129.24
Deposits
Payments of Interest and Principal 2,818,455.27
Liquidations, Insurance Proceeds, Reserve Funds 0.00
Proceeds from Repurchased Loans 0.00
Other Amounts (Servicer Advances) 4,885.44
Realized Losses 0.00
------------
Total Deposits 2,823.340.71
Withdrawals
Reimbursement for Servicer Advances 0.00
Payment of Service Fee 18,293.57
Payment of Interest and Principal 2,851,176.34
------------
Total Withdrawals (Pool Distribution Amount) 2,869,469.91
Ending Balance 0.00
============
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PREPAYMENT/CURTAILMENT INTEREST SHORTFALL
Total Prepayment/Curtailment Interest Shortfall 534.67
Servicing Fee Support 534.67
------
Non-Supported Prepayment/Curtailment Interest Shortfall 0.00
======
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SERVICING FEES
Gross Servicing Fee 17,695.72
Master Servicing Fee 1,132.53
Supported Payment/Curtailment Interest Shortfall 534.67
---------
Net Servicing Fee 18,293.57
=========
--------------------------------------------------------------------------------
Page 6
<PAGE>
Norwest Asset Securities Corporation Contact: Customer Service - SecuritiesLink
Mortgage Pass-Through Certificates Wells Fargo Bank Minnesota, N.A.
Record Date: 30-Nov-2000 Securities Administration Services
Distribution Date: 26-Dec-2000 7485 New Horizon Way
Frederick, MD 21703
20-Dec-2000 9:17:06AM Telephone: (301) 846-8130
Fax: (301) 846-8152
NASCOR SERIES 1997-20
Loan Status Stratification/Credit Enhancement Statement
<TABLE>
<CAPTION>
------------------------------------ ------------------------------------ ---------------------------------
DELINQUENT BANKRUPTCY FORECLOSURE
------------------------------------ ------------------------------------ ---------------------------------
NO. OF PRINCIPAL NO. OF PRINCIPAL NO. OF PRINCIPAL
LOANS BALANCE LOANS BALANCE LOANS BALANCE
<S> <C> <C> <S> <C> <C> <S> <C> <C>
0-29 Days 0 0.00 0-29 Days 0 0.00
30 Days 1 310,285.60 30 Days 0 0.00 30 Days 0 0.00
60 Days 0 0.00 60 Days 0 0.00 60 Days 0 0.00
90 Days 0 0.00 90 Days 0 0.00 90 Days 0 0.00
120 Days 0 0.00 120 Days 0 0.00 120 Days 0 0.00
150 Days 0 0.00 150 Days 0 0.00 150 Days 0 0.00
180+ Days 0 0.00 180+ Days 0 0.00 180+ Days 0 0.00
-------- --------- --------- --------- --------- ---------
1 310,285.60 0 0.00 0 0.00
<CAPTION>
NO. OF PRINCIPAL NO. OF PRINCIPAL NO. OF PRINCIPAL
LOANS BALANCE LOANS BALANCE LOANS BALANCE
<S> <C> <C> <S> <C> <C> <S> <C> <C>
0-29 Days 0.000000% 0.000000% 0-29 Days 0.000000% 0.000000%
30 Days 0.309598% 0.370126% 30 Days 0.000000% 0.000000% 30 Days 0.000000% 0.000000%
60 Days 0.000000% 0.000000% 60 Days 0.000000% 0.000000% 60 Days 0.000000% 0.000000%
90 Days 0.000000% 0.000000% 90 Days 0.000000% 0.000000% 90 Days 0.000000% 0.000000%
120 Days 0.000000% 0.000000% 120 Days 0.000000% 0.000000% 120 Days 0.000000% 0.000000%
150 Days 0.000000% 0.000000% 150 Days 0.000000% 0.000000% 150 Days 0.000000% 0.000000%
180+ Days 0.000000% 0.000000% 180+ Days 0.000000% 0.000000% 180+ Days 0.000000% 0.000000%
-------- -------- -------- -------- -------- --------
0.309598% 0.370126% 0.000000% 0.000000% 0.000000% 0.000000%
------------------------------------ ------------------------------------ ---------------------------------
<CAPTION>
----------------------------------- -----------------------------------
REO TOTAL
----------------------------------- -----------------------------------
NO. OF PRINCIPAL NO. OF PRINCIPAL
LOANS BALANCE LOANS BALANCE
<S> <C> <C> <S> <C> <C>
0-29 Days 0 0.00 0-29 Days 0 0.00
30 Days 0 0.00 30 Days 1 310,285.60
60 Days 0 0.00 60 Days 0 0.00
90 Days 0 0.00 90 Days 0 0.00
120 Days 0 0.00 120 Days 0 0.00
150 Days 0 0.00 150 Days 0 0.00
180+ Days 0 0.00 180+ Days 0 0.00
--------- --------- --------- ---------
0 0.00 1 310,285.60
<CAPTION>
NO. OF PRINCIPAL NO. OF PRINCIPAL
LOANS BALANCE LOANS BALANCE
<S> <C> <C> <S> <C> <C>
0-29 Days 0.000000% 0.000000% 0-29 Days 0.000000% 0.000000%
30 Days 0.000000% 0.000000% 30 Days 0.309598% 0.370126%
60 Days 0.000000% 0.000000% 60 Days 0.000000% 0.000000%
90 Days 0.000000% 0.000000% 90 Days 0.000000% 0.000000%
120 Days 0.000000% 0.000000% 120 Days 0.000000% 0.000000%
150 Days 0.000000% 0.000000% 150 Days 0.000000% 0.000000%
180+ Days 0.000000% 0.000000% 180+ Days 0.000000% 0.000000%
-------- -------- -------- --------
0.000000% 0.000000% 0.309598% 0.370126%
----------------------------------- -----------------------------------
</TABLE>
Current Period Realized Loss - Includes Interest Shortfall 667.03
Cumulative Realized Losses - Includes Interest Shortfall 8,448.02
Current Period Class A Insufficient Funds 0.00
Principal Balance of Contaminated Properties 0.00
Periodic Advance 278,182.65
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
SUBORDINATION LEVEL/CREDIT ENHANCEMENT/CLASS PERCENTAGE AND PREPAYMENT PERCENTAGE
Original $ Original % Current $ Current % Current Class % Next Prepayment %
------------ ----------- ------------ ----------- ---------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Class A 4,254,216.47 2.50018282% 3,682,698.34 4.45890415% 95.526372% 100.000000%
Class M 2,553,216.47 1.50051319% 2,210,213.36 2.67606212% 1.788729% 0.000000%
Class B-1 1,532,216.47 0.90047634% 1,326,376.11 1.60593766% 1.073658% 0.000000%
Class B-2 1,106,216.47 0.65011817% 957,605.62 1.15944106% 0.447971% 0.000000%
Class B-3 596,216.47 0.35039359% 516,119.82 0.62490288% 0.536303% 0.000000%
Class B-4 341,216.47 0.20053130% 295,376.92 0.35763379% 0.268152% 0.000000%
Class B-5 0.00 0.00000000% 0.00 0.00000000% 0.358815% 0.000000%
Please Refer to the Prospectus Supplement for a Full Description of Loss Exposure
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 7
<PAGE>
Norwest Asset Securities Corporation Contact: Customer Service - SecuritiesLink
Mortgage Pass-Through Certificates Wells Fargo Bank Minnesota, N.A.
Record Date: 30-Nov-2000 Securities Administration Services
Distribution Date: 26-Dec-2000 7485 New Horizon Way
Frederick, MD 21703
20-Dec-2000 9:17:06AM Telephone: (301) 846-8130
Fax: (301) 846-8152
NASCOR SERIES 1997-20
--------------------------------------------------------------------------------
Original $ Original % Current $ Current %
Bankruptcy 100,000.00 0.05876953% 100,000.00 0.12107709%
Fraud 3,403,124.32 2.00000000% 853,749.92 1.03369560%
Special Hazard 1,993,690.10 1.17168220% 1,748,045.30 2.11648246%
Limit of Subordinate's Exposure to Certain Types of Losses
--------------------------------------------------------------------------------
Page 8
<PAGE>
Norwest Asset Securities Corporation Contact: Customer Service - SecuritiesLink
Mortgage Pass-Through Certificates Wells Fargo Bank Minnesota, N.A.
Record Date: 30-Nov-2000 Securities Administration Services
Distribution Date: 26-Dec-2000 7485 New Horizon Way
Frederick, MD 21703
20-Dec-2000 9:17:06AM Telephone: (301) 846-8130
Fax: (301) 846-8152
NASCOR SERIES 1997-20
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
COLLATERAL STATEMENT
<S> <C>
Collateral Description Fixed 15 Year
Weighted Average Gross Coupon 7.394660%
Weighted Average Pass-Through Rate 6.750000%
Weighted Average Maturity (Stepdown Calculation) 141
Beginning Scheduled Collateral Loan Count 330
Number of Loans Paid in Full 7
Ending Scheduled Collateral Loan Count 323
Beginning Scheduled Collateral Balance 84,939,262.41
Ending Scheduled Collateral Balance 82,592,005.07
Ending Actual Collateral Balance at 30-Nov-2000 83,832,493.16
Ending Scheduled Balance For Wells Fargo Serviced 71,930,209.37
Ending Scheduled Balance For Other Servicers 10,661,795.75
Monthly P&I Constant 938,992.53
Class A Optimal Amount 2,811,494.47
Class AP Deferred Amount 0.00
Ending Scheduled Balance for Premium Loans 67,677,779.13
Ending Scheduled Balance for Discount Loans 14,914,225.94
Unpaid Principal Balance of Outstanding Mortgage Loans with Original LTV:
Less than or equal to 80% 78,056,932.62
Greater than 80%, less than or equal to 85% 1,115,469.28
Greater than 85%, less than or equal to 95% 3,519,480.68
Greater than 95% 0.00
-----------------------------------------------------------------------------------------------
</TABLE>
Page 9
<PAGE>
NORWEST ASSET SECURITIES CORPORATION
COLLATERAL STRATIFICATION REPORT
1997-020
DECEMBER 2000 DISTRIBUTION
COLLATERAL SUMMARY
Relo: N
--------------------------------------------------------------------------------
Gross WAC: 7.393% WAM: 141
--------------------------------------------------------------------------------
WA LTV: 68.73%
--------------------------------------------------------------------------------
Pool Factor 0.48538929
--------------------------------------------------------------------------------
Current Avg Loan Size $255,702.80
--------------------------------------------------------------------------------
Orig. No. of Loans 542
--------------------------------------------------------------------------------
Current No. of Loans 323
--------------------------------------------------------------------------------
Investor Balance $82,592,005.07
--------------------------------------------------------------------------------
GEOGRAPHIC DISTRIBUTION
--------------------------------------------------------------------------------
AT-ISSUE 12/00
--------------------------------------------------------------------------------
CA 22.18% 19.99%
--------------------------------------------------------------------------------
NJ 8.22% 8.98%
--------------------------------------------------------------------------------
MN 6.91% 8.13%
--------------------------------------------------------------------------------
NY 5.53% 8.36%
--------------------------------------------------------------------------------
FL 4.99% 6.03%
--------------------------------------------------------------------------------
CO 4.70% 2.46%
--------------------------------------------------------------------------------
TX 4.32% 5.59%
--------------------------------------------------------------------------------
NC 4.31% 3.49%
--------------------------------------------------------------------------------
AZ 2.85% 3.33%
--------------------------------------------------------------------------------
IL 2.82% 1.79%
--------------------------------------------------------------------------------
MD 2.69% 2.77%
--------------------------------------------------------------------------------
TN 2.53% 2.53%
--------------------------------------------------------------------------------
WA 2.24% 1.63%
--------------------------------------------------------------------------------
ORIGINAL LTV RATIOS
--------------------------------------------------------------------------------
AT-ISSUE 12/00
--------------------------------------------------------------------------------
<= 50.00 13.19% 12.07%
--------------------------------------------------------------------------------
50.01 - 55.00 5.70% 4.64%
--------------------------------------------------------------------------------
55.01 - 60.00 8.39% 6.68%
--------------------------------------------------------------------------------
60.01 - 65.00 8.46% 8.15%
--------------------------------------------------------------------------------
65.01 - 70.00 17.01% 16.87%
--------------------------------------------------------------------------------
70.01 - 75.00 14.04% 14.50%
--------------------------------------------------------------------------------
75.01 - 80.00 27.02% 31.49%
--------------------------------------------------------------------------------
80.01 - 85.00 1.20% 1.35%
--------------------------------------------------------------------------------
85.01 - 90.00 3.68% 3.40%
--------------------------------------------------------------------------------
90.01 - 95.00 1.31% 0.85%
--------------------------------------------------------------------------------
95.01 - 100.00 0.00% 0.00%
--------------------------------------------------------------------------------
DELINQUENCY SUMMARY
--------------------------------------------------------------------------------
NUMBER 12/00
--------------------------------------------------------------------------------
30 Days 1 0.37%
--------------------------------------------------------------------------------
60 Days 0.00%
--------------------------------------------------------------------------------
90+ Days 0.00%
--------------------------------------------------------------------------------
Current 322 99.63%
--------------------------------------------------------------------------------
Foreclosure 0.00%
--------------------------------------------------------------------------------
Paid Off 7 0.00%
--------------------------------------------------------------------------------
REO 0.00%
--------------------------------------------------------------------------------
N/A 0.00%
--------------------------------------------------------------------------------
<PAGE>
MORTGAGE BALANCE DISTRIBUTION
--------------------------------------------------------------------------------
AT-ISSUE 12/00
--------------------------------------------------------------------------------
< 200K 2.92% 3.99%
--------------------------------------------------------------------------------
200K - 250K 15.42% 13.96%
--------------------------------------------------------------------------------
250K - 300K 25.66% 27.16%
--------------------------------------------------------------------------------
300K - 350K 15.70% 16.17%
--------------------------------------------------------------------------------
350K - 400K 10.65% 11.13%
--------------------------------------------------------------------------------
400K - 450K 8.04% 8.22%
--------------------------------------------------------------------------------
450K - 500K 6.79% 6.08%
--------------------------------------------------------------------------------
500K - 550K 3.05% 2.71%
--------------------------------------------------------------------------------
550K - 600K 5.09% 4.72%
--------------------------------------------------------------------------------
600K - 650K 2.25% 1.33%
--------------------------------------------------------------------------------
650K - 700K 0.00% 0.00%
--------------------------------------------------------------------------------
700K - 750K 0.86% 0.00%
--------------------------------------------------------------------------------
750K - 800K 0.93% 1.68%
--------------------------------------------------------------------------------
800K - 850K 0.48% 0.87%
--------------------------------------------------------------------------------
850K - 900K 1.04% 0.94%
--------------------------------------------------------------------------------
900K - 950K 0.54% 0.00%
--------------------------------------------------------------------------------
950K - 1M 0.59% 1.05%
--------------------------------------------------------------------------------
> 1M 0.00% 0.00%
--------------------------------------------------------------------------------
MORTGAGE INTEREST RATES
--------------------------------------------------------------------------------
AT-ISSUE 12/00
--------------------------------------------------------------------------------
<= 6.000 0.00% 0.00%
--------------------------------------------------------------------------------
6.001 - 6.500 0.33% 0.00%
--------------------------------------------------------------------------------
6.501 - 7.000 13.27% 18.06%
--------------------------------------------------------------------------------
7.001 - 7.500 53.49% 52.91%
--------------------------------------------------------------------------------
7.501 - 8.000 31.22% 27.24%
--------------------------------------------------------------------------------
8.001 - 8.500 1.69% 1.80%
--------------------------------------------------------------------------------
8.501 - 9.000 0.00% 0.00%
--------------------------------------------------------------------------------
9.001 - 9.500 0.00% 0.00%
--------------------------------------------------------------------------------
9.501 - 10.000 0.00% 0.00%
--------------------------------------------------------------------------------
10.001 - 10.500 0.00% 0.00%
--------------------------------------------------------------------------------
10.501 - 11.000 0.00% 0.00%
--------------------------------------------------------------------------------
11.001 - 11.500 0.00% 0.00%
--------------------------------------------------------------------------------
11.501 - 12.000 0.00% 0.00%
--------------------------------------------------------------------------------
12.001 - 12.500 0.00% 0.00%
--------------------------------------------------------------------------------
12.501 - 13.000 0.00% 0.00%
--------------------------------------------------------------------------------
>= 13.001 0.00% 0.00%
--------------------------------------------------------------------------------
ORIGINAL FICO SCORES
--------------------------------------------------------------------------------
AT-ISSUE 12/00
--------------------------------------------------------------------------------
501-550 0.00% 0.00%
--------------------------------------------------------------------------------
551-600 0.96% 1.21%
--------------------------------------------------------------------------------
601-650 4.29% 4.39%
--------------------------------------------------------------------------------
651-700 13.96% 12.04%
--------------------------------------------------------------------------------
701-750 36.64% 36.02%
--------------------------------------------------------------------------------
751-800 39.70% 40.37%
--------------------------------------------------------------------------------
801-850 3.25% 4.00%
--------------------------------------------------------------------------------
851-900 0.00% 0.00%
--------------------------------------------------------------------------------
N/A 1.21% 1.96%
--------------------------------------------------------------------------------
OCCUPANCY
--------------------------------------------------------------------------------
AT-ISSUE 12/00
--------------------------------------------------------------------------------
Investor 0.00% 0.00%
--------------------------------------------------------------------------------
Primary 94.70% 95.24%
--------------------------------------------------------------------------------
Secondary 5.30% 4.76%
--------------------------------------------------------------------------------
2
<PAGE>
REMAINING TERMS TO MATURITY
--------------------------------------------------------------------------------
MONTH AT-ISSUE 12/00
--------------------------------------------------------------------------------
0 - 36 0.00% 0.00%
--------------------------------------------------------------------------------
37 - 144 0.11% 0.00%
--------------------------------------------------------------------------------
145 - 240 99.89% 100.00%
--------------------------------------------------------------------------------
241 - 300 0.00% 0.00%
--------------------------------------------------------------------------------
301 - 360 0.00% 0.00%
--------------------------------------------------------------------------------
> 360 0.00% 0.00%
--------------------------------------------------------------------------------
YEARS OF ORIGINATION
--------------------------------------------------------------------------------
AT-ISSUE 12/00
--------------------------------------------------------------------------------
1994 0.22% 0.19%
--------------------------------------------------------------------------------
1995 0.40% 0.31%
--------------------------------------------------------------------------------
1996 0.60% 0.28%
--------------------------------------------------------------------------------
1997 98.77% 99.22%
--------------------------------------------------------------------------------
PURPOSE OF MORTGAGE LOANS
--------------------------------------------------------------------------------
AT-ISSUE 12/00
--------------------------------------------------------------------------------
Purchase 48.00% 51.16%
--------------------------------------------------------------------------------
Refinance 40.74% 37.58%
--------------------------------------------------------------------------------
Equity Out 11.26% 11.25%
--------------------------------------------------------------------------------
Other 0.00% 0.00%
--------------------------------------------------------------------------------
Construction 0.00% 0.00%
--------------------------------------------------------------------------------
LOAN DOCUMENTATION LEVELS
--------------------------------------------------------------------------------
AT-ISSUE 12/00
--------------------------------------------------------------------------------
Full 83.58% 81.82%
--------------------------------------------------------------------------------
Income Only 0.00% 0.00%
--------------------------------------------------------------------------------
Asset Only 7.98% 9.51%
--------------------------------------------------------------------------------
None 8.44% 8.67%
--------------------------------------------------------------------------------
MORTGAGED PROPERTIES
--------------------------------------------------------------------------------
AT-ISSUE 12/00
--------------------------------------------------------------------------------
High Rise Condo 0.40% 0.51%
--------------------------------------------------------------------------------
Low Rise Condo 1.41% 1.03%
--------------------------------------------------------------------------------
PUD 2.80% 1.56%
--------------------------------------------------------------------------------
Single Family 95.39% 96.90%
--------------------------------------------------------------------------------
Wells Fargo Home Mortgage, Inc., Structured Finance Division
Printed on: December 28, 2000 10:13:39 Page: 1 of 1
All percentages represent percentage of the pool by Outstanding Principal
Balance, as of the date indicated, except the Collateral Summary.
Although reasonable care has been exercised to provide accurate information
concerning the issuances, there can be no assurance that this information is
free from error, and that to the extent that the information set forth in the
related investor reports and trustee's records differ from that shown herein,
the former shall be regarded as accurate.
3
<PAGE>
PROSPECTUS SUPPLEMENT [LOGO OF NORWEST
(To Prospectus dated November 18, 1997) APPEARS HERE]
$168,603,205
(APPROXIMATE)
NORWEST ASSET SECURITIES CORPORATION
("NASCOR")
SELLER
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-20
PRINCIPAL AND INTEREST PAYABLE MONTHLY, COMMENCING IN DECEMBER 1997
The Series 1997-20 Mortgage Pass-Through Certificates (the "Series 1997-20
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 four subclasses of Certificates designated as the
Class A-1, Class A-PO, Class A-WIO and Class A-R 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 (other than the Class A-PO and Class A-WIO Certificates), the Class
M Certificates and the Class B-1 and Class B-2 Certificates are the only Series
1997-20 Certificates being offered hereby and are referred to herein
collectively as the "Offered Certificates." The Class A Certificates (other than
the Class A-PO and Class A-WIO Certificates) are referred to herein collectively
as the "Offered Class A 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.
SUBCLASS OR INITIAL SUBCLASS OR
CLASS DESIGNATION CLASS PRINCIPAL BALANCE (1) PASS-THROUGH RATE
----------------- --------------------------- -----------------
Class A-1...................... $165,455,105 6.750%
Class A-R...................... $ 100 6.750%
Class M........................ $ 1,701,000 6.750%
Class B-1...................... $ 1,021,000 6.750%
Class B-2...................... $ 426,000 6.750%
------------------
(1) Approximate. The initial Subclass or Class Principal Balances are subject
to adjustment as described herein.
PROSPECTIVE INVESTORS IN THE OFFERED CERTIFICATES SHOULD CONSIDER THE FACTORS
DISCUSSED UNDER "RISK FACTORS" IN THIS PROSPECTUS SUPPLEMENT ON PAGE S-25 AND IN
THE PROSPECTUS BEGINNING ON PAGE 12.
The Offered Certificates will be purchased from the Seller by Salomon Brothers
Inc (the "Underwriter") and will be offered by the Underwriter 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 99.63% of the aggregate initial principal balance
of the Offered Class A Certificates, approximately 99.46% of the aggregate
initial principal balance of the Class M Certificates, approximately 98.63% of
the aggregate initial principal balance of the Class B-1 Certificates and
approximately 97.81% of the aggregate initial principal balance of the Class B-2
Certificates, plus, in each case, accrued interest thereon at the rate of 6.750%
per annum from November 1, 1997 to (but not including) November 26, 1997, before
deducting expenses payable by the Seller estimated to be $250,000. The price to
be paid to the Seller by the Underwriter for the Offered Class A Certificates
has not been allocated among such Subclasses. See "Underwriting" herein.
The Offered Certificates are offered by the Underwriter subject to prior sale,
when, as and if accepted by the Underwriter and subject to certain other
conditions. The Underwriter reserves the right to withdraw, cancel or modify
such offer without notice and to reject any order in whole or in part. It is
expected that delivery of the Offered Certificates will be made on or about
November 26, 1997 through the facilities of The Depository Trust Company or, in
the case of the Class A-R Certificate, Class M Certificates and Offered Class B
Certificates, at the offices of Salomon Brothers Inc, New York, New York, in
each case, on or about November 26, 1997.
--------------------
SALOMON BROTHERS INC
--------------------
<PAGE>
(Continued from previous page)
The credit enhancement for the Series 1997-20 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--
Distributions of Principal and Interest--Principal Distributions," "--Credit
Enhancement" and "--Effects of Prepayments on Investment Expectations,"
"Description of the Certificates" and "Prepayment and Yield Considerations"
herein.
The Series 1997-20 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 10 years to approximately 15
years (the "Mortgage Loans"), together with certain related property. Certain of
the Mortgage Loans may be secured primarily by shares issued by cooperative
housing corporations. The servicing of the Mortgage Loans will be performed by
various servicers identified herein (each, a "Servicer"), including Norwest
Mortgage, Inc. ("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 1997-20
Certificates from Norwest Mortgage, and will have been originated by Norwest
Mortgage or acquired by Norwest Mortgage from various other entities (each such
other entity, a "Norwest Mortgage Correspondent"). The Mortgage Loans not
originated by Norwest Mortgage 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 97.50%
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 0.60%
undivided interest in the principal balance of the Mortgage Loans. The Class B-2
Certificates will initially evidence in the aggregate an approximate 0.25%
undivided interest in the principal balance of the Mortgage Loans. The remaining
approximate 0.65% 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 1997, to the
holders of Offered Certificates, as described herein. The amount of interest
accrued on any Subclass or Class of Offered 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 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
S-2
<PAGE>
(Continued from previous page)
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:
o 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;
o 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;
o 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;
o 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
o 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,
THE RISK THAT A SLOWER 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 AND, IN THE CASE OF OFFERED CERTIFICATES
PURCHASED AT A PREMIUM, 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 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.
The Offered Certificates, other than the Class A-R, 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.
S-3
<PAGE>
(Continued from previous page)
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.
The Underwriter intends to act as a market maker in the Offered Certificates
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 TRUST ADMINISTRATOR 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 AND SUCH OTHER DOCUMENTATION AS
PROVIDED IN THIS PROSPECTUS SUPPLEMENT. IN ADDITION, THE CLASS A-R CERTIFICATE
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 A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF
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 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.
An election will be made to treat the Trust Estate as a real estate
mortgage investment conduit (the "REMIC") for federal income tax purposes. As
described more fully herein and in the Prospectus, the Class A-1, Class A-PO and
Class A- WIO 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 REMIC and the Class A-R Certificate will constitute the
"residual interest" in the REMIC. PROSPECTIVE INVESTORS ARE CAUTIONED THAT THE
CLASS A-R CERTIFICATEHOLDER'S REMIC TAXABLE INCOME AND THE TAX LIABILITY THEREON
MAY EXCEED, AND MAY SUBSTANTIALLY EXCEED, CASH DISTRIBUTIONS TO SUCH HOLDER
DURING CERTAIN PERIODS, IN WHICH EVENT SUCH HOLDER 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 Offered Class A Certificates represent two 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, 1997 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
PAGE
SUMMARY INFORMATION..........................................................S-6
RISK FACTORS................................................................S-25
General................................................................S-25
Subordination..........................................................S-25
Book-Entry System for Certain
Subclasses of Class A
Certificates.......................................................S-25
DESCRIPTION OF THE CERTIFICATES.............................................S-25
Denominations..........................................................S-25
Definitive Form........................................................S-26
Book-Entry Form........................................................S-26
Distributions..........................................................S-26
Interest...............................................................S-29
Principal (Including Prepayments)......................................S-34
Calculation of Amount to be Distributed to the Class A
Certificates (other than the Class A-PO Certificates)..............S-34
Calculation of Amount to be Distributed to the Class A-PO
Certificates....................................S-37
Calculation of Amount to be Distributed to the Class M and
Class B Certificates...............................................S-38
Allocation of Amount to be Distributed.................................S-41
Additional Rights of the Class A-R Certificateholder...................S-42
Periodic Advances......................................................S-42
Restrictions on Transfer of the Class A-R, Class M and Offered
Class B Certificates...............................................S-42
Reports................................................................S-43
Subordination of Class M and Class B Certificates......................S-44
Allocation of Losses........................................................S-45
DESCRIPTION OF THE MORTGAGE LOANS...........................................S-49
General................................................................S-49
Mortgage Loan Underwriting.............................................S-51
Mortgage Loan Data.....................................................S-52
Mandatory Repurchase or Substitution of Mortgage Loans.................S-55
Optional Repurchase of Defaulted Mortgage Loans........................S-55
DELINQUENCY AND FORECLOSURE EXPERIENCE......................................S-56
PREPAYMENT AND YIELD CONSIDERATIONS.........................................S-60
Historic Loss Experience of Securitized Mortgage Loans.................S-66
Yield Considerations with Respect to the Class B-1 and Class B-2
Certificates.............................S-67
POOLING AND SERVICING AGREEMENT.............................................S-70
General................................................................S-70
Distributions..........................................................S-70
Voting.................................................................S-70
Trustee................................................................S-71
Trust Administrator....................................................S-71
Master Servicer........................................................S-71
Special Servicing Agreements...........................................S-71
Optional Termination...................................................S-72
SERVICING OF THE MORTGAGE LOANS.............................................S-72
The Servicers..........................................................S-72
Servicer Custodial Accounts............................................S-73
Unscheduled Principal Receipts.........................................S-73
Anticipated Changes in Servicing.......................................S-74
Servicing Compensation and Payment of Expenses.........................S-74
Servicer Defaults......................................................S-75
FEDERAL INCOME TAX CONSIDERATIONS...........................................S-75
Regular Certificates...................................................S-76
Residual Certificate...................................................S-76
ERISA CONSIDERATIONS........................................................S-78
LEGAL INVESTMENT............................................................S-79
SECONDARY MARKET............................................................S-79
UNDERWRITING................................................................S-80
LEGAL MATTERS...............................................................S-80
USE OF PROCEEDS.............................................................S-80
RATINGS.....................................................................S-80
INDEX OF SIGNIFICANT PROSPECTUS SUPPLEMENT DEFINITIONS......................S-82
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.
Title of Securities................... Mortgage Pass-Through Certificates,
Series 1997-20 (the "Series 1997-20
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
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. None of
the Norwest Mortgage Correspondents is
an affiliate of Norwest Mortgage.
Servicing/Servicers................... Norwest Mortgage and one or more other
Servicers (which will be Norwest
Mortgage Correspondents) 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
expressed 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
administrative services with respect to
the Certificates, including the
computation of the amount of
distributions to be made on the
Certificates and any losses to be
allocated to the Certificates, (d)
provide certain reports to the Trust
Administrator 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 0.016%
multiplied by the scheduled principal
balance of such Mortgage Loan on the
first day of the preceding month
S-6
<PAGE>
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............................... United States Trust Company of New York,
a New York state chartered bank and
trust company (the "Trustee"). See
"Pooling and Servicing
Agreement--Trustee" in this Prospectus
Supplement.
Trust Administrator................... First Union National Bank (the "Trust
Administrator"). The Trust Administrator
will perform certain administrative
functions on behalf of the Trustee and
will act as the initial paying agent,
certificate registrar and custodian. The
Trust Administrator 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--Trust
Administrator" in this Prospectus
Supplement.
Rating of Certificates................ It is a condition to the issuance of the
Offered Class A Certificates that they
shall have been rated "AAA" by Fitch
Investors Service, L.P. ("Fitch") and
Standard & Poor's ("S&P"). It is a
condition to the issuance of the Class M
Certificates that they shall have been
rated at least "AA" by Fitch and S&P. 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
"A" and "BBB," respectively, by Fitch.
The ratings of Fitch 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 S&P on mortgage pass-through
certificates address the likelihood of
receipt by the certificateholders of
timely payment of interest and the
ultimate return of principal. The
ratings of Fitch and S&P 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. See
"--Effects of Prepayments on Investment
Expectations" below and "Ratings" in
this Prospectus Supplement.
Description of Certificates........... The Series 1997-20 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 Prospectus
as "Subordinated Certificates." As these
designations 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 1997-20
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.
S-7
<PAGE>
The Class A Certificates will consist of
four Subclasses, designated as the Class
A-1, Class A-PO, Class A-WIO and Class
A-R 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
(other than the Class A-PO and Class
A-WIO 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 A-PO,
Class A-WIO, 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. 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 1997-20
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 Offered
Class A Certificates stated on the cover
of this Prospectus Supplement plus the
expected initial principal balance of
the Class A-PO Certificates and, with
respect to the Class M Certificates and
Offered Class B Certificates, will
depend on the final subordination levels
for the Series 1997-20 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-WIO
and Class A-R Certificates.
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).
-------------------------------------------------
APPROXIMATE INITIAL
CLASS OR SUBCLASS UNDIVIDED INTEREST
------------------------------- -------------------
Class A (other than Class A-PO) 97.24%
Class A-PO* 0.26%
----------
Class A (all Subclasses) 97.50%
Class M 1.00%
Class B-1 0.60%
Class B-2 0.25%
Classes B-3, B-4 and B-5 0.65%
------
Total 100.00%
======
----------
* The Class A-PO Certificates in the aggregate
represent an approximate 1.93% 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-31, of less
than 6.750% (the "Discount Mortgage Loans").
-------------------------------------------------
By virtue of the subordination of the Class M and
Class B Certificates, it is possible that the
Class A-PO Certificates may receive support from
certain payments made with respect to the Mortgage
Loans in the Trust
S-8
<PAGE>
Estate other than Discount Mortgage Loans. The
Class A Certificates (other than the Class A-PO
Certificates) and the Class M and Class B
Certificates will evidence the entire interest in
the principal balance of the Mortgage Loans other
than the Pool Balance (PO Portion) (such remaining
interest, 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.
APPROXIMATE INITIAL
UNDIVIDED INTEREST
--------------------------
CLASS PERCENTAGE IN DOLLARS
--------------------- ---------- ------------
Class A (other than 97.50% $165,455,205
Class A-PO)
Class M 1.00 1,701,000
Class B 1.50 2,553,216
------ -----------
Totals 100.00% $169,709,421
====== ============
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; The Offered Certificates will be issued either in
Denominations 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.
S-9
<PAGE>
--------------------------------------------------------------------------------
FORM AND DENOMINATIONS OF OFFERED CERTIFICATES
ORIGINAL
CERTIFICATE MINIMUM INCREMENTAL
CLASS OR SUBCLASS FORM DENOMINATION DENOMINATION
----------------- ----------- ------------ ------------
Classes A-1/(1)/ ................... Book-Entry $ 100,000 $1,000
Claws A-R .......................... Definitive $ 100 N/A
Class M ............................ Definitive $ 100,000 $1,000
Classes B-1 and B-2 ................ Definitive $ 100,000 $1,000
----------
(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.
--------------------------------------------------------------------------------
Book-Entry Form. The Offered Certificates, other
than the Class A-R, 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 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-R, 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 1997-20
Certificates, will consist of conventional, fixed
interest rate, monthly pay, fully amortizing, one-
to four-family, residential first mortgage loans,
which have original terms to stated maturity of
approximately 10 years to approximately 15 years,
and which may include loans secured by cooperative
housing corporations. Some of the Mortgage Loans
are expected to be mortgage loans originated in
connection with the relocation of employees of
various corporate employers participating in
Norwest Mortgage's relocation program and of
employees of various non-participating employers.
S-10
<PAGE>
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.
--------------------------------------------------------------------------------
SELECTED MORTGAGE LOAN DATA/(1)/
(AS OF THE CUT-OFF DATE)
Cut-Off Date: November 1, 1997
Number of Mortgage Loans: 542
Aggregate Unpaid Principal Balance/(2)/: $170,156,216
Range of Unpaid Principal Balances/(2)/: $13,782 to $996,846
Average Unpaid Principal Balance/(2)/: $313,941
Aggregate Unpaid Principal Balance of Relocation
Mortgage Loans/(2)/: $11,721,678
Relocation Mortgage Loans as a Percentage of the
Aggregate Unpaid Principal Balance/(2)/: 6.89%
Range of Mortgage Interest Rates: 6.250% to 8.375%
Weighted Average Mortgage Interest Rate/(2)/: 7.436%
Range of Remaining Terms to Stated Maturity: 111 months to 180 months
Weighted Average Remaining Term to Stated
Maturity/(2)/: 178 months
Range of Original Loan-to-Value Ratios/(2)/: 12.92% to 95.00%
Weighted Average Original Loan-to-Value
Ratio/(2)/: 67.78%
Geographic Concentration of Mortgaged Properties
Securing Mortgage Loans in Excess of 5% of the
Aggregate Unpaid Principal Balance/(2)/: California 22.16%
New Jersey 8.22%
Minnesota 6.91%
New York 5.53%
Maximum Five-Digit Zip Code Concentration/(2)/: 1.11%
----------
(1) Information concerning the Discount Mortgage Loans and Premium Mortgage
Loans is set forth under "Description of the Mortgage Loans--General."
(2) Approximate.
--------------------------------------------------------------------------------
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 1997-20 Certificates (which is
expected to occur on or about November 26, 1997
(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 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 1997-20 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.
S-11
<PAGE>
Subsequent to the issuance of the Series 1997-20
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 1997-20 Certificates. See
"Pooling and Servicing Agreement--Optional
Termination" in this Prospectus Supplement.
Underwriting Standards....... Approximately 95.42% (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. See "The Mortgage Loan
Programs--Mortgage Loan Underwriting" in the
Prospectus. The remaining approximate 4.58% (by
Cut-Off Date Aggregate Principal Balance) of the
Mortgage Loans were purchased by Norwest Mortgage
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 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 Distributions in General. Distributions on the
Principal and Interest Series 1997-20 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 1997, 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 any
prepayments made by the mortgagors, (iii) the
amount of any proceeds from liquidations of
defaulted Mortgage Loans and (iv) the amount of
any Periodic Advances made with respect to such
Distribution Date.
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-37) before
any distributions are made
S-12
<PAGE>
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 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 Trust Administrator 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 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
S-13
<PAGE>
outstanding principal balance of such Subclass
or Class as of the related Distribution Date.
The "Pass-Through Rate" for each Subclass or Class
of Offered Certificates is the percentage set
forth on the cover of this Prospectus Supplement.
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 by
mortgagors, 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 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 by mortgagors,
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 and other unscheduled
principal receipts (other then principal
prepayments in full by mortgagors) 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 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 1997-20
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
S-14
<PAGE>
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.
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, 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 lesser of (a) the Net Mortgage Interest
Rate for such Mortgage Loan divided by 6.750% and
(b) 1.0. 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
S-15
<PAGE>
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
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
Certifi-
S-16
<PAGE>
cates from the total amount collected that is
available to be distributed to holders of the
Series 1997-20 Certificates on such Distribution
Date. Principal will be distributed to the holders
of the Class A Certificates in accordance with the
payment priorities described under the heading
"Description of the Certificates--Principal
(Including Prepayments)--Allocation of Amount to
be Distributed."
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 1997-20
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 1997-20 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 1997-20 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
1997-20 Certificates, then such Subclasses of
Class B Certif-
S-17
<PAGE>
icates 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 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.
S-18
<PAGE>
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. See "--Distributions of Principal
and Interest--Principal Distributions" 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
reduc-
S-19
<PAGE>
tion 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 $4,254,216) 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 $2,553,216) 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 $1,532,216 with respect to the Class
B-1 Certificates and approximately $1,106,216 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 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 1997-20
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 1.17% (in the
case of special hazards), 2.00% (in the case of
fraud) and 0.06% (in the case of bankruptcy),
respectively, of the Cut-Off Date Aggregate
Principal Balance of the Mortgage Loans
(approximately $1,993,690, $3,403,124 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
S-20
<PAGE>
--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 princi- pal portion of all losses (other than
the portion at- tributable 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 Cer-
tificates, 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 Certifi- cates (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 TIMING THEREOF) THAN THAT ON THE CLASS A
CERTIFICATES, IN THE EVENT THAT THE AGGRE- GATE
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 NUMERI- CAL 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. See "--Distributions of Principal and
Interest--Principal Distributions" and "Prepayment
and Yield Considerations" in this Prospectus
Supplement. 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
S-21
<PAGE>
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 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 in- vested
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 pre- payments may also affect
the investor's actual yield. AN INVESTOR THAT
PURCHASES ANY OFFERED CERTIFICATES AT A DISCOUNT
SHOULD CONSIDER THE RISK THAT A SLOWER 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. AN
INVESTOR THAT PURCHASES ANY OFFERED CERTIFICATES
AT A PREMIUM SHOULD CONSIDER THE RISK THAT A
FASTER THAN ANTICIPATED RATE OF PRINCIPAL PAYMENTS
ON THE MORTGAGE LOANS WILL RE- SULT IN AN ACTUAL
YIELD THAT IS LOWER THAN SUCH IN- VESTOR'S
EXPECTED YIELD AND SHOULD CONSIDER THE RISK THAT A
RAPID RATE OF PRINCIPAL PAYMENTS ON THE MORT- GAGE
LOANS COULD RESULT IN THE FAILURE OF SUCH IN-
VESTOR TO FULLY RECOVER ITS INITIAL INVESTMENT.
Reinvestment Risk. As stated above, if an Offered
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.
Investors in the Offered Certificates 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 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.
S-22
<PAGE>
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 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. Low
rates of prepayment may result in the ex- tension
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 lives of the Offered
Certificates, under various prepayment scenarios,
are displayed in the tables appearing under the
heading "Pre- payment and Yield Considerations" in
this Prospectus Supplement.
Federal Income Tax Status.... An election will be made to treat the Trust Estate
as a real estate mortgage investment conduit (the
"REMIC") for federal income tax purposes. The
Class A- 1, Class A-PO and Class A-WIO
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 REMIC and the Class A- R
Certificate will constitute the "residual
interest" in the REMIC.
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
be required to report income thereon in accordance
with the accrual method of accounting. It is
anticipated that the Class A-1 and Class M
Certificates will be issued at a premium and that
the Class B-1 and Class B-2 Certificates will be
issued with de minimis original issue discount for
federal income tax purposes. Finally, it is
anticipated that the Class A-PO, Class A-WIO,
Class B-3, Class B-4 and Class B-5 Certificates,
which are not offered hereby, will be treated as
issued with original issue discount for federal
income tax purposes.
The holder of the Class A-R Certificate will be
required to include the taxable income or loss of
the REMIC in determining its federal taxable
income. It is anticipated that all or a
substantial portion of the taxable income of the
REMIC includible by the Class A- R
Certificateholder 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
CERTIFICATE MAY BE SIGNIFICANTLY LOWER THAN WOULD
BE THE CASE IF THE CLASS A-R CERTIFICATE WERE
TAXED AS A DEBT INSTRUMENT, OR MAY BE NEGATIVE.
FURTHER, SIGNIFICANT RESTRICTIONS APPLY TO THE
TRANSFER OF THE CLASS A-R CERTIFICATE. THE CLASS
A-R CERTIFICATE WILL BE CONSIDERED A "NONECONOMIC
RESIDUAL INTEREST," CERTAIN TRANSFERS OF WHICH MAY
BE DISREGARDED FOR FEDERAL INCOME TAX PUR- POSES.
See "Description of the Certificates--Restrictions
on Transfer of the Class A-R, Class M and Offered
Class B Certificates" and "Federal In-
S-23
<PAGE>
come 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 an employee benefit plan subject to
Title I of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975
of the Internal Revenue Code of 1986, as amended
(the "Code"), or a governmental plan, as defined
in Sec- tion 3(32) of ERISA, subject to any
federal, state or local law ("Similar Law") which
is, to a material ex- tent, similar to the
foregoing provisions of ERISA or the Code
(collectively, a "Plan"), should carefully review
with its 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 SUBORDI- NATED TO THE CLASS A
CERTIFICATES, THE CLASS M AND OF- FERED CLASS B
CERTIFICATES MAY NOT BE TRANSFERRED UN- LESS THE
TRANSFEREE HAS DELIVERED (I) A REPRESENTATION
LETTER TO THE TRUST ADMINISTRATOR 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 CER- TAIN 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 AND SUCH OTHER DOCUMEN- TATION
AS DESCRIBED UNDER "ERISA CONSIDERATIONS" IN THIS
PROSPECTUS SUPPLEMENT RELATING TO THE OFFERING OF
SUCH CERTIFICATES. THE CLASS A-R CERTIFICATE MAY
NOT BE PURCHASED BY OR TRANSFERRED TO A PLAN OR A
PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN. See "ERISA Considerations" in this
Prospectus Supplement and in the Prospectus.
Legal Investment............. The Offered Class A Certificates and the Class M
Certificates will constitute "mortgage related
securities" for purposes of the Secondary Mortgage
Market Enhancement Act of 1984, as amended
("SMMEA") 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 Offered Class A
Certificates and the Class M Certificates are
legal investments for certain entities to the
extent provided in SMMEA. However, there are
regulatory requirements and considerations
applicable to regulated financial institutions and
restrictions on the ability of such institutions
to invest in certain types of mortgage related
securities. The Offered Class B Certificates will
not constitute "mortgage related securities" under
SMMEA. The appropriate characterization of the
Offered Class B Certificates under various le- gal
investment restrictions, and thus the ability of
investors subject to these restrictions to
purchase the Offered Class B Certificates, may be
subject to significant interpretive uncertainties.
Prospective purchasers of the Offered Certificates
should consult their own legal, tax and accounting
advisors in deter- mining the suitability of and
consequences to them of the purchase, ownership
and disposition of the Offered Certificates. See
"Legal Investment" in this Prospectus Supplement.
S-24
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 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, among other things, 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 "Prepayment and Yield Considerations" 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.
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 should
consider the risk that a slower than anticipated rate of principal payments
(including prepayments) on the 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 should consider the risk that a faster
than anticipated rate of principal payments (including prepayments) 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.
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 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 for a description of certain other
risks and special considerations applicable to the Offered Certificates.
DESCRIPTION OF THE CERTIFICATES
DENOMINATIONS
The Class A-1 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 of the Class A-1
Certificates may be issued in any denomination in excess of $100,000. The Class
A-R Certificate will be issued as a single Certificate with a denomination of
$100 initial principal balance.
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DEFINITIVE FORM
Offered Certificates issued in fully registered, certificated form are
referred to herein as "Definitive Certificates." The Class A-R, 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 Trust Administrator 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 Trust Administrator or other
certificate registrar. No service charge will be imposed for any registration of
transfer or exchange, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge imposed in connection
therewith.
BOOK-ENTRY FORM
Offered Certificates, other than those initially issued as Definitive
Certificates, will be issued in book-entry form and are referred to herein as
"Book-Entry Certificates." 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
business day, on the succeeding business day (each, a "Distribution Date"),
beginning in December 1997. 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 Trust Administrator 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;
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<PAGE>
(c) those portions of each payment of interest on a particular Mortgage
Loan which represent (i) the applicable Servicing Fee and (ii) the Master
Servicing Fee;
(d) all amounts representing scheduled payments of principal and interest
due after the Due Date occurring in the month in which such Distribution
Date occurs;
(e) all 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 Certificateholder" 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 Distri
bution 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 Master Servicing
Fee to which such Servicer or the Master Servicer, respectively, is enti
tled, 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) generally, 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 by 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 Trust Administrator 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 Trust
Administrator is obligated to remit any amounts which a Servicer was required
but failed to deposit in the Certificate Account.
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<PAGE>
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, 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, 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 APO
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;
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 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
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<PAGE>
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 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 by the aggregate initial principal
balance of all Certificates of such Subclass or Class, as the case may be.
INTEREST
The amount of interest that will accrue on each Subclass of Class A
Certificates, other than the Class A-PO 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 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-WIO Certificates, the outstanding Class A-WIO 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-WIO and Class A-PO Certificates (the "Pass-Through Rate"), is the
percentage set forth on the cover of this Prospectus Supplement.
The Pass-Through Rate for the Class A-WIO Certificates with respect to any
Distribution Date will be a per annum rate equal to the difference between (A)
the weighted average of the Net Mortgage Interest Rates of the Mortgage Loans
that have Net Mortgage Interest Rates greater than 6.750% (the "Premium Mortgage
Loans") (based on the Scheduled Principal Balances of the Premium Mortgage Loans
as of such Distribution Date) and (B) 6.750%.
The Class A-WIO Certificates are interest-only certificates and have no
principal balance. The "Class A-WIO Notional Amount" with respect to each
Distribution Date will be equal to the aggregate Scheduled Principal Balance of
the Premium Mortgage Loans as of such Distribution Date. The Class A-WIO
Notional Amount with respect to the first Distribution Date will be
approximately $147,012,203 less any Unscheduled Principal Receipts received in
November 1997 and applied as of the Cut-Off Date. A notional amount does not
entitle a holder to receive distributions of principal on the basis of such
notional amount, but is used solely for the purpose of computing the amount of
interest accrued on a Subclass.
No interest will accrue on the Class A-PO Certificates.
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<PAGE>
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 6.750%
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 6.750% 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-WIO 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 Determination 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 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 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
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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 1997-20 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.
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 1997-20 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 and
(ii) the Master Servicing Fee Rate. See "Servicing of the Mortgage
Loans--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 Trust Administrator 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
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(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 either (A) 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 or (B) the aggregate Curtailment Interest Shortfalls with
respect to the Mortgage Loans serviced by such Other Servicer. 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 Receipts in full for deposit into the Certificate
Account daily on a specified business day following receipt thereof (to the
extent such Servicer is not currently remitting such amount on a daily basis)
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
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 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 or Class B Certificates,
as the case
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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."
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 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 Subclass of Class A Certificates. Any difference between the
portion of the Pool Distribution Amount distributed in respect of current
interest to each 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 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 pro rata in accordance with their 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.
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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 (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.
PRINCIPAL (INCLUDING PREPAYMENTS)
The principal balance of a Class A or Class B Certificate of any Subclass
(other than the Class A-WIO Certificates) 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 Certificate, such Class M Certificate or such Class B
Certificate and (ii) in the case of the Class A-R Certificate, any additional
amounts to which the holder of such Certificate may be entitled as described
below under "--Additional Rights of the Class A-R Certificateholder") 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 Offered Class A Certificates and Offered
Class B Certificates and the approximate initial Class M Principal Balance are
set forth on the cover of this Prospectus Supplement. The Class A-WIO
Certificates will have no Class A Subclass Principal Balance. The initial Class
A Subclass Principal Balance of the Class A-PO Certificates will be
approximately $446,794.
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.
S-34
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 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 prin cipal 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.
Generally, 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, provided that its principal balance has not previously 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 6.750%, but will not be
greater than 1.0.
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 the month in which such Distribution
Date occurs.
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 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
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<PAGE>
Policies" and (ii) any loss caused by or resulting from (a) normal wear and
tear, (b) dishonest acts of the Trustee, the Trust Administrator, 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
97.50%. 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:
DISTRIBUTION DATE OCCURRING IN CLASS A PREPAYMENT PERCENTAGE
------------------------------ -----------------------------
December 1997 through November 2002.......... 100%;
December 2002 through November 2003.......... the Class A Percentage, plus
70% of the Subordinated
Percentage;
December 2003 through November 2004.......... the Class A Percentage, plus
60% of the Subordinated
Percentage;
December 2004 through November 2005.......... the Class A Percentage, plus
40% of the Subordinated
Percentage;
December 2005 through November 2006.......... the Class A Percentage, plus
20% of the Subordinated
Percentage; and
December 2006 and thereafter................. the Class A Percentage;
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 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:
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<PAGE>
PERCENTAGE OF
ORIGINAL SUBORDINATED
DISTRIBUTION DATE OCCURRING IN PRINCIPAL BALANCE
------------------------------ -----------------
December 2002 through November 2003.......... 30%
December 2003 through November 2004.......... 35%
December 2004 through November 2005.......... 40%
December 2005 through November 2006.......... 45%
December 2006 and thereafter................. 50%
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 Re
ductions 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
(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
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<PAGE>
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 applicable Unscheduled Principal Receipt Period for
the current Distribution Date of (a) the PO Fraction for such Discount Mortgage
Loan and (b) an amount equal to the principal portion of Realized Losses (other
than Bankruptcy Losses due to Debt Service Reductions) incurred with respect to
such 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.
Generally, 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, provided that its principal balance has not
previously 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,
(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.
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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 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.
Generally, 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, provided that the principal balance of such Class or Subclass
has not previously 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.
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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 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 1.50%. 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
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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 0.90%. 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 0.65%. The "Current Class B-2 Fractional Interest" for any
Distribution Date is the percentage obtained by dividing the sum of the
thenoutstanding 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
Principal Balance. The Original Class B-3 Fractional Interest is expected to be
approximately 0.35%. 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 0.20%. 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-WIO 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-R Certificate, until the Class A Subclass Principal
Balance thereof has been reduced to zero; and
second, to the Class A-1 Certificates, until the Class A Subclass
Principal Balance thereof has been reduced to zero.
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 the priorities
set forth above.
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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 CERTIFICATEHOLDER
The Class A-R Certificate will remain outstanding for as long as the Trust
Estate shall exist, whether or not such Subclass is receiving current
distributions of principal or interest. The holder of the Class A-R Certificate
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 1997-20
Certificates, after distributions in respect of any accrued but unpaid interest
on the Series 1997-20 Certificates and after distributions in reduction of
principal balance have reduced the principal balances of the Series 1997-20
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 1997-20 Certificates on such date.
In addition, the Class A-R 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 will, in certain circumstances, be
required to advance on or before the related Distribution Date for the benefit
of holders of the Series 1997-20 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
Trust Administrator, 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 Trust Administrator, 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 Trust
Administrator, 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 M AND OFFERED CLASS B
CERTIFICATES
The Class A-R Certificate will be subject to the following restrictions on
transfer, and the Class A-R 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 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.
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The Pooling and Servicing Agreement will provide that no legal or beneficial
interest in the Class A-R Certificate may be transferred to or registered in the
name of any person unless (i) the proposed purchaser provides to the Trust
Administrator an affidavit (or, to the extent acceptable to the Trust
Administrator, 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
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 Trust Administrator 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 Certificate in excess of cash flows
generated thereby, (iii) intends to pay taxes associated with holding the Class
A-R Certificate as such taxes become due and (iv) will not transfer the Class
A-R Certificate to any person or entity that does not provide a similar
affidavit or letter. The transferor must certify in writing to the Trust
Administrator 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 Certificate 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 Certificate in connection with the conduct of a trade or
business within the United States and furnishes the transferor and the Trust
Administrator with an effective Internal Revenue Service Form 4224 or (ii) the
transferee delivers to both the transferor and the Trust Administrator 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 Certificate will
not be disregarded for federal income tax purposes. The term "U.S. Person" means
a citizen or resident of the United States, a corporation, partnership (except
to the extent provided in applicable Treasury regulations) 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 court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
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 Trust Administrator 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.
THE CLASS A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO A PLAN
OR A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF 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, the Class M Certificates and the Offered Class B
Certificates may not be transferred unless the transferee has delivered (i) a
representation letter to the Trust Administrator 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 and such other documentation 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 Offered
Class A Certificates, Class M Certificates and Offered 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
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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
(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), (vi) the Class A-PO Deferred Amount and (vii) 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. See
"Servicing of the Mortgage Loans--Reports to Certificateholders" in the
Prospectus.
Copies of the foregoing reports are available upon written request to the
Trust Administrator at its corporate trust office. See "Pooling and Servicing
Agreement--Trust Administrator" 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.
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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 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
"CrossOver 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
Trust Administrator 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 pro rata in
accordance with their
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<PAGE>
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 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 to such 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 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 1997-20 Certificates, the "Special Hazard Loss Amount" with
respect thereto will be equal to approximately 1.17% (approximately $1,993,690)
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 (ii) twice the principal
balance of the
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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 Fitch and S&P and the original ratings assigned to the Offered
Class B Certificates by Fitch, as evidenced by letters to that effect delivered
by Fitch and S&P to the Master Servicer and the Trust Administrator. 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 1997-20 Certificates, the "Fraud Loss Amount"
with respect thereto will be equal to approximately 2.00% (approximately
$3,403,124) 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 1997-20 Certificates, the
"Bankruptcy Loss Amount" with respect thereto will be equal to approximately
0.06% (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 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
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related coverage levels described above may be reduced or modified upon written
confirmation from Fitch and S&P that such reduction or modification will not
adversely affect the then-current ratings assigned to the Class A and Class M
Certificates by Fitch and S&P and the then-current ratings assigned to the
Offered Class B Certificates by Fitch. 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 Trust Administrator 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 $4,254,216, 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.
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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 10 years to approximately 15 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 542
promissory notes, to have an aggregate unpaid principal balance as of the
Cut-Off Date (the "Cut-Off Date Aggregate Principal Balance") of approximately
$170,156,216 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 none of the Mortgage Loans
will be Buy-Down Loans. As of the Cut-Off Date, it is expected 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.
It is expected that one of the Mortgage Loans, representing approximately
0.25% of the Cut-Off Date Aggregate Principal Balance of the Mortgage Loans,
will be a Subsidy Loan. See "The Trust Estates--Mortgage Loans" and "The
Mortgage Loan Programs--Mortgage Loan Underwriting" in the Prospectus.
It is expected that 39 of the Mortgage Loans, representing approximately
6.89% of the Cut-Off Date Aggregate Principal Balance of the Mortgage Loans,
will be Mortgage Loans originated in connection with the relocation of employees
of various corporate employers which participated in Norwest Mortgage's
relocation program and of various nonparticipant employers ("Relocation Mortgage
Loans"). See "The Mortgage Loan Programs--Mortgage Loan Production Sources" in
the Prospectus.
As of the Cut-Off Date, each Mortgage Loan is expected to have an unpaid
principal balance of not less than approximately $13,782 or more than
approximately $996,846, and the average unpaid principal balance of the Mortgage
Loans is expected to be approximately $313,941. The latest stated maturity date
of any of the Mortgage Loans is expected to be November 1, 2012; 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, 514 of the
----------
(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 1997-20 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 1997-20 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.
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Mortgaged Properties, which secure approximately 94.70% of the Cut-Off Date
Aggregate Principal Balance of the Mortgage Loans, are expected to be owner
occupied primary residences and 28 of the Mortgaged Properties, which secure
approximately 5.30% of the Cut-Off Date Aggregate Principal Balance of the
Mortgage Loans, are expected to be second homes. See "The Mortgage Loan
Programs--Mortgage Loan Underwriting" in the Prospectus.
As of the Cut-Off Date, there were 67 Discount Mortgage Loans having an
aggregate unpaid principal balance of approximately $23,144,013, a range of
unpaid principal balances of approximately $212,421 to approximately $996,846,
an average unpaid principal balance of approximately $345,433, a range of
Mortgage Interest Rates from 6.250% to 7.000% per annum, a weighted average
Mortgage Interest Rate of approximately 6.886% per annum, a range of remaining
terms to stated maturity of 177 months to 180 months, a weighted average
remaining term to stated maturity of approximately 179 months, a range of
original Loan-to-Value Ratios of 21.95% to 90.00%, a weighted average original
Loan-to-Value Ratio of approximately 67.48% 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 24.26% in California, 11.18% in New Jersey, 6.68% in North
Carolina, 6.27% in Texas, 5.59% in Arizona and 5.26% in Connecticut.
As of the Cut-Off Date, there were 475 Premium Mortgage Loans having an
aggregate unpaid principal balance of approximately $147,012,203, a range of
unpaid principal balances of approximately $13,782 to approximately $915,420, an
average unpaid principal balance of approximately $309,499, a range of Mortgage
Interest Rates from 7.100% to 8.375% per annum, a weighted average Mortgage
Interest Rate of approximately 7.523% per annum, a range of remaining terms to
stated maturity of 111 months to 180 months, a weighted average remaining term
to stated maturity of approximately 178 months, a range of original
Loan-to-Value Ratios of 12.92% to 95.00%, a weighted average original
Loan-to-Value Ratio of approximately 67.83% 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 21.86% in California, 7.75% in New Jersey, 7.75% in Minnesota,
5.92% in New York, 5.50% in Florida and 5.30% in Colorado.
Certain geographic regions, including California, have, in recent years,
experienced and such regions or others in the future may experience natural
disasters, including, without limitation, earthquakes, fires, floods and
hurricanes. Any deterioration in housing prices in the states in which the
Mortgaged Properties are located and any deterioration in the 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. A concentration of the Mortgage Loans in such states may
therefore result in a greater risk of loss than had such concentration not been
present. 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.
As to Mortgaged Properties in regions that have recently experienced
natural disasters, neither the Seller nor Norwest Mortgage has undertaken the
physical inspection of such Mortgaged Properties. As a result, there can be no
assurance that material damage to any Mortgaged Property in an 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 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 Classes of Offered
Certificates and could adversely affect the yield of any Offered Certificates
purchased at a premium.
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MORTGAGE LOAN UNDERWRITING
Approximately 95.42% (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 or by eligible originators to whom
Norwest Mortgage had delegated all underwriting functions. In certain instances,
exceptions to the Underwriting Standards may have been granted by Norwest
Mortgage. See "The Mortgage Loan Programs--Mortgage Loan Underwriting" in the
Prospectus. The remaining approximate 4.58% (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, who determined
that such varying standards did not depart materially from the Underwriting
Standards. Neither the Seller nor Norwest Mortgage has underwritten any of the
Bulk Purchase Underwritten Loans. See "The Mortgage Loan Programs--Mortgage Loan
Underwriting" in the Prospectus.
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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
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE MORTGAGE PRINCIPAL PRINCIPAL
INTEREST RATE LOANS BALANCE BALANCE
----------------- ---------- ------------ ------------
6.250%........... 1 212,421.73 0.12%
6.500%........... 1 348,846.95 0.21
6.600%........... 1 224,961.52 0.13
6.625%........... 5 1,833,948.09 1.08
6.750%........... 11 3,805,364.00 2.24
6.800%........... 1 342,297.63 0.20
6.875%........... 12 3,406,996.24 2.00
6.900%........... 2 884,278.60 0.52
7.000%........... 33 12,084,898.30 7.10
7.100%........... 2 641,644.52 0.38
7.125%........... 30 110,151,305.12 5.97
7.150%........... 3 1,020,122.09 0.60
7.200%........... 2 455,352.22 0.27
7.250%........... 166 120,628,841.39 12.12
7.300%........... 2 208,424.06 0.12
7.350%........... 3 599,216.35 0.35
7.375%........... 179 24,233,299.40 14.24
7.400%........... 3 830,852.17 0.49
7.450%........... 1 144,167.67 0.08
7.500%........... 192 32,096,451.41 18.86
7.550%........... 3 1,022,209.07 0.60
7.600%........... 1 111,180.56 0.07
7.625%........... 47 16,422,531.11 9.65
7.650%........... 3 438,019.35 0.26
7.700%........... 1 247,264.07 0.15
7.750%........... 57 15,065,321.54 8.85
7.800%........... 4 789,326.57 0.46
7.850%........... 1 45,556.94 0.03
7.875%........... 38 11,776,944.13 6.92
7.950%........... 1 351,825.31 0.21
8.000%........... 22 6,855,262.18 4.03
8.100%........... 2 122,559.20 0.07
8.125%........... 5 1,086,693.12 0.64
8.250%........... 3 686,379.07 0.40
8.375%........... 4 981,454.17 0.58
--- -------------- ------
Total......... 542 170,156,215.85 100.00%
=== ============== ======
As of the Cut-Off Date, the weighted average Mortgage Interest Rate of the
Mortgage Loans is expected to be approximately 7.436% 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 and (b) the Master Servicing Fee Rate 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 7.170% per annum.
MORTGAGE LOAN DOCUMENTATION LEVELS
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
DOCUMENTATION LEVEL LOANS BALANCE BALANCE
--------------------------------- -------- --------------- -------------
Full Documentation .............. 427 $142,217,425.19 83.58%
Income Verification ............. 0 0.00 0.00
Asset Verification .............. 68 13,585,638.82 7.98
Preferred Processing ............ 47 14,353,151.84 8.44
--- --------------- ------
Total ......................... 542 $170,156,215.85 100.00%
=== =============== ======
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
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
REMAINING STATED MORTGAGE PRINCIPAL PRINCIPAL
TERM (MONTHS) LOANS BALANCE BALANCE
------------------------------- -------- --------------- -------------
111............................ 1 $ 187,286.97 0.11%
141............................ 1 190,672.86 0.11
142............................ 1 192,107.64 0.11
152............................ 1 230,396.59 0.14
155............................ 1 204,270.18 0.12
157............................ 1 251,549.03 0.15
162............................ 1 294,965.47 0.17
166............................ 1 233,734.15 0.14
167............................ 1 280,221.99 0.16
168............................ 1 254,602.91 0.15
169............................ 1 259,296.02 0.15
170............................ 1 233,099.83 0.14
172............................ 1 151,188.28 0.09
173............................ 2 609,455.75 0.36
174............................ 1 111,180.56 0.07
175............................ 6 1,399,047.15 0.82
176............................ 22 5,789,378.70 3.40
177............................ 98 29,723,270.77 17.47
178............................ 163 53,018,379.28 31.16
179............................ 164 52,467,059.72 30.83
180............................ 73 24,075,052.00 14.15
--- --------------- ------
Total........................ 542 $170,156,215.85 100.00%
=== =============== ======
As of the Cut-Off Date, the weighted average remaining term to stated maturity
of the Mortgage Loans is expected to be approximately 178 months.
S-52
<PAGE>
YEARS OF ORIGINATION
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
YEAR OF ORIGINATION LOANS BALANCE BALANCE
------------------------------- -------- --------------- -------------
1994........................... 2 $382,780.50 0.22%
1995........................... 3 686,215.80 0.40
1996........................... 4 1,027,220.75 0.60
1997........................... 533 168,059,998.80 98.78
--- --------------- ------
Total ....................... 542 $170,156,215.85 100.00%
=== =============== ======
It is expected that the earliest month and year of origination of any Mortgage
Loan will be July 1994 and the latest month and year of origination will be
October 1997.
MORTGAGED PROPERTIES
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
PROPERTY LOANS BALANCE BALANCE
------------------------------- -------- --------------- -------------
Single-family detached ........ 509 $161,480,606.70 94.90%
Two- to four-family units ..... 0 0.00 0.00
Condominiums High-rise
(greater than four stories) .. 6 684,794.25 0.40
Low-rise (four stories or
less) ........................ 9 2,396,603.68 1.41
Planned unit
developments ................. 18 5,594,211.22 3.29
Townhouses .................... 0 0.00 0.00
Cooperative Units ............. 0 0.00 0.00
--- --------------- ------
Total ....................... 542 $170,156,215.85 100.00%
=== =============== ======
GEOGRAPHIC DISTRIBUTION OF
MORTGAGED PROPERTIES
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
GEORGRAPHIC AREA LOANS BALANCE BALANCE
------------------------------- -------- --------------- -------------
Alabama ....................... 509 $161,480,606.70 94.90%
Alaska ........................ 0 0.00 0.00
Arizona ....................... 12 4,850,360.32 2.85
California .................... 111 37,748,462.48 22.16
Colorado ...................... 26 8,000,742.32 4.70
Connecticut ................... 7 2,457,854.39 1.44
Delaware ...................... 4 1,375,346.12 0.81
District of Columbia .......... 1 298,142.22 0.18
Florida ....................... 35 8,487,363.75 4.99
Georgia ....................... 11 3,320,570.39 1.95
Hawaii ........................ 1 411,738.95 0.24
Idaho ......................... 1 350,000.00 0.21
Illinois ...................... 18 4,799,358.30 2.82
Indiana ....................... 3 1,017,230.87 0.60
Iowa .......................... 2 537,586.55 0.32
Kansas ........................ 4 1,719,169.79 1.01
Kentucky ...................... 3 909,295.81 0.53
Louisiana ..................... 2 736,368.35 0.43
Maryland ...................... 13 4,580,078.55 2.69
Massachusetts ................. 11 3,613,713.94 2.12
Michigan ...................... 8 2,364,342.99 1.39
Minnesota ..................... 32 11,761,274.23 6.91
Mississippi ................... 1 287,826.03 0.17
Missouri ...................... 3 847,808.32 0.50
Montana ....................... 2 606,006.04 0.36
Nebraska ...................... 3 976,220.95 0.57
Nevada ........................ 5 1,438,872.73 0.85
New Hampshire ................. 2 512,340.52 0.30
New Jersey .................... 44 13,982,863.88 8.22
New Mexico .................... 2 742,247.01 0.44
New York ...................... 35 9,410,709.33 5.53
North Carolina ................ 24 7,337,426.02 4.31
Ohio .......................... 6 2,300,269.98 1.35
Oklahoma ...................... 4 1,221,107.81 0.72
Oregon ........................ 8 2,403,683.64 1.41
Pennsylvania .................. 8 2,748,429.62 1.62
Rhode Island .................. 1 248,468.61 0.15
South Carolina ................ 4 1,694,607.26 1.00
South Dakota .................. 1 266,600.00 0.16
Tennessee ..................... 16 4,299,635.28 2.53
Texas ......................... 27 7,349,610.55 4.32
Utah .......................... 10 2,834,405.33 1.67
Virginia ...................... 11 3,098,451.89 1.82
Washington .................... 12 3,806,702.57 2.24
Wisconsin ..................... 6 1,842,101.38 1.08
--- --------------- ------
Total ....................... 542 $170,156,215.85 100.00%
=== =============== ======
No more than approximately 1.11% 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-53
<PAGE>
ORIGINAL LOAN-TO-VALUE RATIOS
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
ORIGINAL LOAN-TO- MORTGAGE PRINCIPAL PRINCIPAL
VALUE RATIO LOANS BALANCE BALANCE
------------------------------- -------- --------------- -------------
50% or less ...................... 68 $22,438,357.90 13.19%
50.01- 55.00% .................... 30 9,693,955.80 5.70
55.01- 60.00% .................... 41 14,275,247.29 8.39
60.01- 65.00% .................... 47 14,402,376.17 8.46
65.01- 70.00% .................... 88 28,950,470.67 17.01
70.01- 75.00% .................... 74 23,891,073.08 14.04
75.01- 80.00% .................... 157 45,972,224.63 27.02
80.01- 85.00% .................... 7 2,041,933.81 1.20
85.01- 90.00% .................... 22 6,257,250.07 3.68
90.01- 95.00% .................... 8 2,233,326.43 1.31
--- --------------- ------
Total .......................... 542 $170,156,215.85 100.00%
=== =============== ======
As of the Cut-Off Date, the minimum and maximum Loan-to-Value Ratios at
origination of the Mortgage Loans are expected to be 12.92% and 95.00%,
respectively, and the weighted average Loan-to-Value Ratio at origination of the
Mortgage Loans is expected to be approximately 67.78%. 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. 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.
There can be no assurance that such appraisal, which was based on the
independent judgment of an appraiser and not an arms-length sales transaction,
was an accurate representation of the market value of a Mortgaged 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. The Seller has taken no action to establish the current
value of any Mortgaged Property. See "Risk Factors--Risks of the Mortgage Loans"
in the Prospectus. It is expected that seven of the Mortgage Loans having
Loan-to-Value Ratios at origination in excess of 80%, representing approximately
1.22% (by Cut-Off Date Aggregate Principal Balance) of the Mortgage Loans, were
originated without primary mortgage insurance.
FICO SCORES
PERCENTAGE
OF
CUT-OFF
AGGREGATE DATE WEIGHTED
NUMBER OF UNPAID AGGREGATE AVERAGE
RANGE OF FICO MORTGAGE PRINCIPAL PRINCIPAL LOAN-TO-VALUE
SCORES LOANS BALANCE BALANCE RATIO
---------------- --------- --------------- ---------- ----------------
250-300a ....... 0 $0.00 0.00% 0.00%
301-350a ....... 0 0.00 0.00 0.00
351-400a ....... 0 0.00 0.00 0.00
401-450a ....... 0 0.00 0.00 0.00
451-500a ....... 0 0.00 0.00 0.00
501-550a ....... 0 0.00 0.00 0.00
551-600a ....... 6 1,634,036.64 0.96 67.06
601-650a ....... 22 7,292,655.15 4.29 73.94
651-700a ....... 78 23,752,152.01 13.96 70.20
701-750a ....... 204 62,337,390.50 36.64 69.46
751-800a ....... 209 67,544,295.37 39.69 64.72
801-850a ....... 18 5,535,663.86 3.25 66.29
851-900a ....... 0 0.00 0.00 0.00
Not Available .. 5 2,060,022.32 1.21 72.07
--- --------------- ------ - ---------------
Total ........ 542 $170,156,215.85 100.00% 67.78%
=== =============== ====== ===============
The weighted average FICO Score is expected to be 736. "FICO Scores" are
statistical credit scores obtained by many mortgage lenders in connection with
the loan application to help assess a borrower's credit-worthiness. FICO Scores
are generated by models developed by a third party and are made available to
lenders through three national credit bureaus. The models were derived by
analyzing data on consumers in order to establish patterns which are believed to
be indicative of the borrower's probability of default. The FICO Score is based
on a borrower's historical credit data, including, among other things, payment
history, delinquencies on accounts, levels of outstanding indebtedness, length
of credit history, types of credit, and bankruptcy experience. FICO Scores range
from approximately 250 to approximately 900, with higher scores indicating an
individual with a more favorable credit history compared to an individual with a
lower score. However, a FICO Score purports only to be a measurement of the
relative degree of risk a borrower represents to a lender, i.e., that a borrower
with a higher score is statistically expected to be less likely to default in
payment than a borrower with a lower score. In addition, it should be noted that
FICO Scores were developed to indicate a level of default probability over a
two-year period which does not correspond to the life of a mortgage loan.
Furthermore, FICO Scores were not developed specifically for use in connection
with mortgage loans, but for consumer loans in general. Therefore, a FICO Score
does not take into consideration the effect of mortgage loan characteristics on
the probability of repayment by the borrower. The FICO Scores set forth in the
table above were obtained at either the time of origination of the Mortgage Loan
or more recently. Neither the Seller nor Norwest Mortgage makes any
representations or warranties as to the actual performance of any Mortgage Loan
or that a particular FICO Score should be relied upon as a basis for an
expectation that the borrower will repay the Mortgage Loan according to its
terms. See "The Mortgage Loan Programs--Mortgage Loan Underwriting" in the
Prospectus."
ORIGINAL MORTGAGE LOAN PRINCIPAL BALANCES
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
ORIGINAL MORTGAGE MORTGAGE PRINCIPAL PRINCIPAL
LOAN PRINCIPAL BALANCE LOANS BALANCE BALANCE
------------------------------- -------- --------------- -------------
Less than or equal
to $200,000 .................... 45 $ 4,972,921.18 2.92%
$200,001-$250,000 ................ 112 26,235,720.86 15.42
$250,001-$300,000 ................ 159 43,664,008.11 25.65
$300,001-$350,000 ................ 82 26,710,792.11 15.70
$350,001-$400,000 ................ 48 18,124,613.19 10.65
$400,001-$450,000 ................ 32 13,674,310.25 8.04
$450,001-$500,000 ................ 24 11,548,058.61 6.79
$500,001-$550,000 ................ 10 5,187,564.54 3.05
$550,001-$600,000 ................ 15 8,652,449.99 5.09
$600,001-$650,000 ................ 6 3,833,666.32 2.25
$700,001-$750,000 ................ 2 1,467,528.96 0.86
$750,001-$800,000 ................ 2 1,590,369.13 0.93
$800,001-$850,000 ................ 1 820,000.00 0.48
$850,001-$900,000 ................ 2 1,761,947.99 1.04
$900,001-$950,000 ................ 1 915,419.56 0.54
$950,001-$1,000,000 .............. 1 996,845.05 0.59
--- --------------- ------
Total .......................... 542 $170,156,215.85 100.00%
=== =============== ======
As of the Cut-Off Date, the average unpaid principal balance of the
Mortgage Loans is expected to be approximately $313,941. 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 55.37%
and 71.30%, respectively. See "The Trust Estates--Mortgage Loans" in the
Prospectus.
S-54
<PAGE>
ORIGINATORS OF MORTGAGE LOANS
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
ORIGINATOR LOANS BALANCE BALANCE
------------------------------- -------- --------------- -------------
NMI or Affiliate ................. 276 $ 89,259,828.51 52.46%
Other Originators ................ 266 80,896,387.34 47.54
--- --------------- ------
Total .......................... 542 $170,156,215.85 100.00%
=== =============== ======
It is expected that as of the Cut-Off Date, three of the "Other
Originators" will have accounted for approximately 6.71%, 6.28% and 6.11% of the
Cut-Off Date Aggregate Principal Balance. No other single "Other Originator" is
expected to have accounted for more than 5.00% of the Cut-Off Date Aggregate
Principal Balance.
PURPOSES OF MORTGAGE LOANS
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
LOAN PURPOSE LOANS BALANCE BALANCE
------------------------------- -------- --------------- -------------
Purchase ......................... 277 $ 89,259,828.51 52.46%
Equity Take Out
Refinance ...................... 59 19,159,793.42 11.26%
Rate/Term Refinance .............. 206 69,325,882.70 40.74
--- --------------- ------
Total .......................... 542 $170,156,215.85 100.00%
=== =============== ======
In general, in the case of a Mortgage Loan made for "rate/term" refinance
purposes, substantially all of the proceeds are used to pay in full the
principal balance of a previous mortgage loan of the mortgagor with respect to a
Mortgaged Property and to pay origination and closing costs associated with such
refinancing. However, in the case of a Mortgage Loan made for "equity take out"
refinance purposes, all or a portion of the proceeds are generally retained by
the mortgagor for uses unrelated to the Mortgaged Property. The amount of such
proceeds retained by the mortgagor may be substantial. See "The Mortgage Loan
Servicer--Mortgage Loan Underwriting."
MANDATORY REPURCHASE OR SUBSTITUTION OF MORTGAGE LOANS
The Seller is required, with respect to Mortgage Loans that are found by
the Trust Administrator 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 1997-20 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.
S-55
<PAGE>
DELINQUENCY AND FORECLOSURE EXPERIENCE
The following tables set forth certain information concerning recent
delinquency and foreclosure 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 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 acted
during the relevant period 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 Fixed NMI Frederick Portfolio Loans, other than Relocation Mortgage
Loans, having original terms to maturity of approximately 10 years to
approximately 15 years (the "Fixed 15-year Non-Relocation NMI Frederick
Portfolio Loans"), (iv) 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 (v) the NMI Non-Frederick Portfolio Loans
which are fixed interest rate Jumbo Loans having original terms to maturity of
approximately 10 years to approximately 15 years (the "Fixed 15-Year NMI
Non-Frederick Portfolio Loans"), including in both clause (iv) and this clause
(v) Relocation Mortgage Loans. On May 7, 1996 Norwest Mortgage and an affiliate
acquired from The Prudential Home Mortgage Company, Inc. ("PHMC") certain
mortgage loans and a substantial portion of PHMC's mortgage servicing portfolio
(such transaction, the "PHMC Acquisition"). 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 and foreclosure 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 and foreclosure 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, the Fixed 15-Year NMI Non-Frederick Portfolio Loans, or the Fixed 15-Year
Non-Relocation NMI 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.
Historically, Relocation Mortgage Loans, which constitute a significant
percentage of the NMI Frederick Portfolio Loans, have experienced a
significantly lower rate of delinquency and foreclosure than other mortgage
loans included in the NMI Frederick Portfolio Loans, the NMI Non-Frederick
Portfolio Loans, the Fixed NMI Frederick Portfolio Loans and the Fixed 15-Year
NMI Non-Frederick Portfolio Loans. There can be no assurance that the future
experience on the Mortgage Loans contained in the Trust Estate, all of which are
fixed interest rate mortgage loans having original terms to stated maturity
ranging from approximately 10 years to approximately 15 years and approximately
6.89% by Cut-Off Date Aggregate Principal Balance of which are Relocation
Mortgage Loans, will be comparable to that of the NMI Frederick Portfolio Loans,
the NMI Non-Frederick Portfolio Loans, the Fixed NMI Frederick Portfolio Loans,
the Fixed 15-Year NMI Non-Frederick Portfolio Loans or the Fixed 15-Year
Non-Relocation NMI Frederick Portfolio Loans.
Delinquencies and foreclosures 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 and foreclosures 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 and foreclosures 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-56
<PAGE>
TOTAL NMI FREDERICK PORTFOLIO LOANS
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, 1995 DECEMBER 31, 1996 JUNE 30, 1997
----------------------- ----------------------- -----------------------
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
-------- ----------- -------- ----------- -------- -----------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Total NMI
Frederick
Portfolio
Loans ................ 147,478 $36,537,000 142,566 $34,734,000 141,648 $34,355,000
======= =========== ======= =========== ======= ===========
Period of Delinquency(1)
30 to 59 days ........ 1,502 $ 359,137 1,574 $ 365,341 1,367 $ 298,060
60 to 89 days ........ 310 75,162 309 73,349 308 69,420
90 days or more ...... 277 77,103 362 94,275 333 86,747
------- ----------- ------- ----------- ------- -----------
Total Delinquent Loans . 2,089 $ 11,402 2,245 $ 532,965 2,008 $ 454,227
======= =========== ======= =========== ======= ===========
Percent of NMI Frederick
Portfolio Loans ...... 1.42% 1.40% 1.57% 1.53% 1.42% 1.32%
</TABLE>
AS OF AS OF AS OF
DECEMBER 31, 1995 DECEMBER 31, 1996 JUNE 30, 1997
----------------- ----------------- -------------
(DOLLAR AMOUNTS IN THOUSANDS)
Foreclosures(2) ........ $346,096 $294,843 $256,096
Foreclosure Ratio(3) ... 0.95% 0.85% 0.75%
FIXED NMI FREDERICK PORTFOLIO LOANS
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, 1995 DECEMBER 31, 1996 JUNE 30, 1997
----------------------- ----------------------- -----------------------
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
-------- ----------- -------- ----------- -------- -----------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Total NMI Frederick
PortfolioLoans ....... 147,478 $36,537,000 142,566 $34,734,000 141,648 $34,355,000
======= =========== ======= =========== ======= ===========
Period of Delinquency(1)
30 to 59 days ........ 1,502 $ 359,137 1,574 $ 365,341 1,367 $ 298,060
60 to 89 days ........ 310 75,162 309 73,349 308 69,420
90 days or more ...... 277 77,103 362 94,275 333 86,747
------- ----------- ------- ----------- ------- -----------
Total Delinquent Loans . 2,089 $ 11,402 2,245 $ 532,965 2,008 $ 454,227
======= =========== ======= =========== ======= ===========
Percent of NMI Frederick
Portfolio Loans ..... 1.42% 1.40% 1.57% 1.53% 1.42% 1.32%
</TABLE>
AS OF AS OF AS OF
DECEMBER 31, 1995 DECEMBER 31, 1996 JUNE 30, 1997
----------------- ----------------- -------------
(DOLLAR AMOUNTS IN THOUSANDS)
Foreclosures(2) ........ $186,359 $161,960 $139,625
Foreclosure Ratio(3) ... 0.64% 0.56% 0.48%
----------
(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.
S-57
<PAGE>
FIXED 15-YEAR NON-RELOCATION NMI FREDERICK PORTFOLIO LOANS
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, 1995 DECEMBER 31, 1996 JUNE 30, 1997
----------------------- ----------------------- -----------------------
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
-------- ----------- -------- ----------- -------- -----------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Total Fixed 15-Year
Non-Relocation NMI Frederick
Portfolio Loans ............ 29,622 $6,489,000 29,098 $6,120,000 29,015 $5,982,000
====== ========== ====== ========== ====== ==========
Period of Delinquency(1) 30 to
59 days .................... 184 $ 36,723 201 $ 39,323 165 $ 28,410
60 to 89 days .............. 37 6,810 28 5,204 32 5,492
90 days or more ............ 20 5,780 38 8,515 27 8,121
------ ---------- ------ ---------- ------ ----------
Total Delinquent Loans ........ 241 $ 49,313 267 $ 53,042 224 $ 42,023
====== ========== ====== ========== ====== ==========
Percent of Fixed 15-Year
Non-Relocation NMI Frederick
Portfolio Loans ............ 0.81% 0.76% 0.92% 0.87% 0.77% 0.70%
</TABLE>
AS OF AS OF AS OF
DECEMBER 31, 1995 DECEMBER 31, 1996 JUNE 30, 1997
----------------- ----------------- -------------
(DOLLAR AMOUNTS IN THOUSANDS)
Foreclosures(2) ........ $ 16,821 $ 15,904 $ 14,088
Foreclosure Ratio(3) ... 0.26% 0.26% 0.24%
TOTAL NMI NON-FREDERICK PORTFOLIO LOANS
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, 1995 DECEMBER 31, 1996 JUNE 30, 1997
----------------------- ----------------------- -----------------------
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
-------- ----------- -------- ----------- -------- -----------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Total NMI Non-Frederick
Portfolio Loans ............ 27,984 $7,811,431 39,792 $10,874,939 43,273 $11,806,875
====== ========== ====== ========== ====== ==========
Period of Delinquency(1) 30 to
59 days .................... 330 $ 96.145 501 $ 138,209 470 $ 124,090
60 to 89 days .............. 68 21,389 73 21,109 100 29,215
90 days or more ............ 97 20,867 83 25,494 84 25,645
------ ---------- ------ ---------- ------ ----------
Total Delinquent Loans ........ 495 $ 148,401 657 $ 184,812 654 $ 178,950
====== ========== ====== ========== ====== ==========
Percent of NMI Non-Frederick
Portfolio Loans ............ 1.77% 1.90% 1.65% 1.70% 1.51% 1.52%
</TABLE>
AS OF AS OF AS OF
DECEMBER 31, 1995 DECEMBER 31, 1996 JUNE 30, 1997
----------------- ----------------- -------------
(DOLLAR AMOUNTS IN THOUSANDS)
Foreclosures(2) ........ $ 30,626 $ 40,385 $ 38,625
Foreclosure Ratio(3) ... 0.39% 0.37% 0.33%
----------
(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.
S-58
<PAGE>
FIXED 15-YEAR NMI NON-FREDERICK PORTFOLIO LOANS
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, 1995 DECEMBER 31, 1996 JUNE 30, 1997
----------------------- ----------------------- -----------------------
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
-------- ----------- -------- ----------- -------- -----------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Total Fixed 15-Year NMI
Non-Frederick Portfolio Loans 3,113 $ 819,650 4,740 $1,232,569 5,128 $1,315,640
===== ========== ===== ========== ===== ==========
Period of Delinquency(1) 30 to
59 days .................... 17 $ 4,057 32 $ 8,674 37 $ 9,582
60 to 89 days .............. 4 833 0 0 2 537
90 days or more ............ 2 229 0 0 2 1,256
----- ---------- ----- ---------- ----- ----------
Total Delinquent Loans ........ 23 $ 5,119 32 $ 8,674 41 $ 11,375
===== ========== ===== ========== ===== ==========
Percent of Fixed 15-Year NMI
Non-Frederick Portfolio Loans 0.74% 0.62% 0.68% 0.70% 0.80% 0.86%
</TABLE>
AS OF AS OF AS OF
DECEMBER 31, 1995 DECEMBER 31, 1996 JUNE 30, 1997
----------------- ----------------- -------------
(DOLLAR AMOUNTS IN THOUSANDS)
Foreclosures(2) ........ $ 1,501 $ 991 $ 654
Foreclosure Ratio(3) ... 0.18% 0.08% 0.05%
----------
(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.
The likelihood that a mortgagor will become delinquent in the payment of
his or her mortgage loan and the rate of any subsequent foreclosures 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 and foreclosure 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 and foreclosure 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 and foreclosure 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 and foreclosure 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.
S-59
<PAGE>
PREPAYMENT AND YIELD CONSIDERATIONS
The rate of distributions in reduction of the principal balance of any
Subclass or Class of the Offered 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. 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.
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 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, such as, without limitation,
the decision as to whether to foreclose on a Mortgage Loan or to modify the
terms of the related Mortgage Note and decisions as to the timing of any
S-60
<PAGE>
foreclosure. 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, (ii) a Servicer elects to encourage the refinancing
of any defaulted Mortgage Loan rather than to permit an assumption thereof by a
mortgagor or (iii) a Servicer agrees to modify the payment terms of a Mortgage
Note rather than foreclose on the related Mortgage Loan. 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 1997-20 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,
THE RISK THAT A SLOWER 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 AND, IN THE CASE OF OFFERED CERTIFICATES
PURCHASED AT A PREMIUM, 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 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 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 1997-20 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
S-61
<PAGE>
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. In recent periods, California,
the New York metropolitan area, the Washington D.C. metropolitan area 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. See "Description of the Mortgage
Loans." Any deterioration in housing prices in California, as well as New
Jersey, Minnesota and New York 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. 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
sensitive to the timing of prepayments will determine the extent to which the
yield to maturity of such Subclass or Class may vary from 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. 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.
As indicated under "Federal Income Tax Considerations" herein, the Class
A-R Certificateholder's REMIC taxable income and the tax liability thereon may
exceed, and may substantially exceed, cash distributions to such holder 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 Certificate 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 CERTIFICATE MAY BE SIGNIFICANTLY LOWER THAN WOULD BE THE CASE IF
THE CLASS A-R CERTIFICATE WERE TAXED AS A DEBT INSTRUMENT, OR MAY BE NEGATIVE.
S-62
<PAGE>
As referred to herein, the weighted average life of a Subclass or Class of
Offered 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 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, "250% SPA" assumes
prepayment rates equal to 250% 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 assuming, among other
things, the following (the "Structuring Assumptions"): (i) the Trust Estate
consists of one Discount Mortgage Loan and one Premium Mortgage Loan with the
characteristics set forth below, (ii) 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, (iii)
scheduled monthly payments of the principal and interest on the Mortgage Loans
will be timely received on the first day of each month (with no defaults),
commencing in December 1997, (iv) 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, (v) principal prepayments in full on the
Mortgage Loans will be received on the last day of each month commencing in
November 1997 at the respective constant percentages of SPA set forth in the
tables and there are no partial principal prepayments or Prepayment Interest
Shortfalls, (vi) the Series 1997-20 Certificates will be issued on November 26,
1997, (vii) distributions to Certificateholders will be made on the 25th day of
each month, commencing in December 1997 and (viii) the Servicing Fee Rate is
0.25% per annum and the Master Servicing Fee Rate is 0.016% per annum for the
Discount Mortgage Loan and the Premium Mortgage Loan.
S-63
<PAGE>
ASSUMED MORTGAGE LOAN CHARACTERISTICS
<TABLE>
<CAPTION>
PRINCIPAL BALANCE REMAINING TERM ORIGINAL TERM
AS OF THE MORTGAGE TO MATURITY TO MATURITY
CUT-OFF DATE INTEREST RATE (IN MONTHS) (IN MONTHS)
----------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Discount Mortgage Loan .... $ 23,144,013.06 6.885691482% 179 180
Premium Mortgage Loan ..... $147,012,202.79 7.523212880% 178 180
</TABLE>
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 will be
differences between the characteristics of the Mortgage Loans ultimately
included in the Trust Estate and the characteristics which are assumed in
preparing the tables, 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, 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, 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.
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, 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 the constant percentages of SPA presented.
S-64
<PAGE>
PERCENTAGE OF INITIAL SUBCLASS OR CLASS PRINCIPAL BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS A-1 CLASS A-R
CERTIFICATES AT THE CERTIFICATE AT THE
FOLLOWING PERCENTAGES OF FOLLOWING PERCENTAGES OF
SPA SPA
----------------------------------------------- -----------------------------------------------
DISTRIBUTION DATE 0% 100% 250% 400% 500% 0% 100% 250% 400% 500%
----------------- -- ---- ---- ---- ---- -- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial 100 100 100 100 100 100 100 100 100 100
November 1998 .......... 96 95 92 90 88 0 0 0 0 0
November 1999 .......... 92 87 79 71 66 0 0 0 0 0
November 2000 .......... 88 77 64 51 44 0 0 0 0 0
November 2001 .......... 83 69 51 36 28 0 0 0 0 0
November 2002 .......... 78 60 40 25 18 0 0 0 0 0
November 2003 .......... 72 53 32 18 11 0 0 0 0 0
November 2004 .......... 66 45 24 12 7 0 0 0 0 0
November 2005 .......... 60 38 19 8 4 0 0 0 0 0
November 2006 .......... 53 32 14 5 3 0 0 0 0 0
November 2007 .......... 45 26 10 4 2 0 0 0 0 0
November 2008 .......... 37 20 7 2 1 0 0 0 0 0
November 2009 .......... 28 14 5 1 * 0 0 0 0 0
November 2010 .......... 19 9 3 1 * 0 0 0 0 0
November 2011 .......... 9 4 1 * * 0 0 0 0 0
November 2012 .......... 0 0 0 0 0 0 0 0 0 0
Weighted Average
Life (years)/(1)/ .... 8.80 6.83 4.93 3.79 3.27 0.08 0.08 0.08 0.08 0.08
</TABLE>
<TABLE>
<CAPTION>
CLASS M, CLASS B-1 AND
CLASS B-2
CERTIFICATES AT THE
FOLLOWING PERCENTAGES OF SPA
----------------------------------------------------
DISTRIBUTION DATE 0% 100% 250% 400% 500%
----------------- -- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Initial ................ 100 100 100 100 100
November 1998 .......... 96 96 96 96 96
November 1999 .......... 92 92 92 92 92
November 2000 .......... 88 88 88 88 88
November 2001 .......... 83 83 83 83 83
November 2002 .......... 78 78 78 78 78
November 2003 .......... 72 71 69 66 65
November 2004 .......... 66 63 59 55 52
November 2005 .......... 60 55 48 42 38
November 2006 .......... 53 46 37 30 25
November 2007 .......... 45 37 27 19 15
November 2008 .......... 37 29 19 12 9
November 2009 .......... 28 21 12 7 5
November 2010 .......... 19 13 7 4 2
November 2011 .......... 9 6 3 1 1
November 2012 .......... 0 0 0 0 0
Weighted Average
Life (years)/(1)/ .... 8.80 8.31 7.71 7.24 6.99
</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.
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<PAGE>
Interest accrued on the Offered 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 Offered 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 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.
HISTORIC LOSS EXPERIENCE OF SECURITIZED MORTGAGE LOANS
The historic experience as of September 1997 regarding the cumulative
amount of losses and the frequency of liquidations experienced on
securitized(/1/) conventional mortgage loans having original terms to stated
maturity of approximately 15 years ("15 Year Mortgage Loans") have varied based
on the year of origination as set forth below.
LIQUIDATION LOSS
YEAR OF FREQUENCY SEVERITY
ORIGINATION PERCENTAGE (A) PERCENTAGE (B)
----------- -------------- --------------
1989 ....................................... 4.53% 49.44%
1990 ....................................... 1.75% 28.82%
1991 ....................................... 0.69% 29.47%
1992 ....................................... 0.31% 25.76%
1993 ....................................... 0.19% 19.37%
1994 ....................................... 0.04% 1.38%
1995 ....................................... 0.10% 11.77%
1996 ....................................... 0.00% 0.00%
----------
(a) The liquidation frequency percentage is determined by dividing the
original principal balance of liquidated 15 Year Mortgage Loans originated
during such year by the original principal balance of 15 Year Mortgage
Loans originated during such year.
(b) The loss severity percentage is determined by dividing the amount of
losses resulting from liquidated 15 Year Mortgage Loans originated during
such year by the original principal balance of liquidated 15 Year 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
----------
(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"), mortgage loans sold by PHMC to Securitized
Asset Sales, Inc. ("SASI") and included in a mortgage pool underlying
SASI's mortgage pass-through certificates (a "SASI Pool") or mortgage
loans included in a mortgage pool under-lying a series of NASCOR's
mortgage pass-through certificates which were serviced or subserviced at
any time prior to September 30, 1997 by Norwest Mortgage. Prior to the
PHMC Acquisition, PHMC was the primary servicer of those 15 Year Mortgage
Loans included in the PHMSC Pools and SASI Pools.
S-66
<PAGE>
may vary significantly from the historic experience set forth above in part
because the underwriting standards applied at origination of the 15 Year
Mortgage Loans have changed over time and may differ from those applied at
origination of the Mortgage Loans. Similarly, servicing practices with respect
to delinquent 15 Year 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 15 Year 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, "25% SDA" assumes default rates equal to 25% 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 assumption 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 and (iii) the Class B-1 and
Class B-2 Certificates are purchased on November 26, 1997 at assumed purchase
prices equal to 99.00% and 98.25%, respectively, of the Class B Subclass
Principal Balances thereof plus accrued interest from November 1, 1997 to (but
not including) November 26, 1997.
The actual Mortgage Loans ultimately included in the Trust Estate will
have characteristics differing from those assumed in preparing the table and it
is unlikely 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-67
<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
LOSS PERCENTAGES OF SPA
PERCENTAGES SEVERITY ----------------------------------------
OF SDA PERCENTAGE 0% 100% 250% 400% 500%
----------- ---------- ----- ----- ----- ----- -----
0% .................. 0% 6.94% 6.94% 6.94% 6.95% 6.95%
25% ................. 20% 6.94% 6.94% 6.94% 6.95% 6.95%
25% ................. 40% 6.94% 6.94% 6.95% 6.95% 6.95%
50% ................. 20% 6.94% 6.94% 6.95% 6.95% 6.95%
50% ................. 40% 6.92% 6.95% 6.95% 6.95% 6.95%
100% ................ 20% 6.92% 6.95% 6.95% 6.95% 6.95%
100% ................ 40% 1.49% 5.24% 6.95% 6.95% 6.95%
SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS B-2
CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES
LOSS PERCENTAGES OF SPA
PERCENTAGES SEVERITY -------------------------------------------
OF SDA PERCENTAGE 0% 100% 250% 400% 500%
----------- ---------- ---- ----- ----* ----- -----
0% .................. 0% 7.06% 7.07% 7.08% 7.09% 7.10%
25% ................. 20% 7.06% 7.07% 7.08% 7.09% 7.10%
25% ................. 40% 7.03% 7.08% 7.08% 7.09% 7.10%
50% ................. 20% 7.03% 7.08% 7.08% 7.09% 7.10%
50% ................. 40% 7.00% 7.04% 7.09% 7.10% 7.10%
100% ................ 20% 7.00% 7.04% 7.09% 7.10% 7.10%
100% ................ 40% (35.73)% (29.05)% 0.61% 7.10% 7.10%
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
LOSS PERCENTAGES OF SPA
PERCENTAGES SEVERITY ----------------------------------------
OF SDA PERCENTAGE 0% 100% 250% 400% 500%
----------- ---------- ----- ----- ----- ----- -----
25% ................. 20% 0.15% 0.13% 0.10% 0.08% 0.07%
25% ................. 40% 0.31% 0.26% 0.20% 0.16% 0.13%
50% ................. 20% 0.31% 0.26% 0.20% 0.16% 0.13%
50% ................. 40% 0.62% 0.51% 0.40% 0.31% 0.27%
100% ................ 20% 0.61% 0.51% 0.39% 0.31% 0.27%
100% ................ 40% 1.22% 1.02% 0.79% 0.62% 0.53%
S-68
<PAGE>
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. Moreover, the
various remaining terms to maturity of the Mortgage Loans could produce slower
or faster principal distributions than indicated in the preceding tables at the
various constant percentages of SPA specified, even if the remaining term to
maturity of the Discount Mortgage Loan and the Premium Mortgage Loan is as
assumed.
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-69
<PAGE>
POOLING AND SERVICING AGREEMENT
GENERAL
The Series 1997-20 Certificates will be issued pursuant to a Pooling and
Servicing Agreement to be dated as of the date of initial issuance of the Series
1997-20 Certificates (the "Pooling and Servicing Agreement") among the Seller,
the Master Servicer, the Trust Administrator 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 1997-20
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 Trust Administrator, on
behalf 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 $500,000 initial principal balance, distributions will be
made on each 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 Trust Administrator 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 Trust Administrator 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 Trust
Administrator 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
1997-20 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 1997-20 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 1997-20
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 1997-20 Certificates (the "Class B Voting Interest").
The aggregate Voting Interest of each Subclass of Class A Certificates (other
than the Class A-WIO and Class A-PO Certificates) on any date will be equal to
the 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-WIO
Certificate 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 on any
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<PAGE>
date 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 1997-20 Certificates will be United States
Trust Company of New York, a New York state chartered bank and trust company.
The corporate trust office of the Trustee is located at 114 West 47th Street,
New York, New York 10036. See "The Pooling and Servicing Agreement--The Trustee"
in the Prospectus.
TRUST ADMINISTRATOR
First Union National Bank will act as Trust Administrator for the Series
1997-20 Certificates. The corporate trust office of the Trust Administrator is
located at 230 South Tryon Street, Charlotte, North Carolina 28288. The Trust
Administrator will perform certain administrative functions on behalf of the
Trustee and will act as the initial paying agent, certificate registrar and
custodian. In addition, the Trust Administrator 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 Trust
Administrator regarding the Mortgage Loans and the Certificates, compute the
amount of distributions to be made on the Certificates and any losses to be
allocated to 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. Under the Pooling and Servicing Agreement, any
good faith interpretation of the Master Servicer of any provisions of the
Pooling and Servicing Agreement relating to the distributions to be made on or
the allocation of any losses to the Certificates which the Master Servicer
concludes are ambiguous or unclear will be binding on Certificateholders. The
Master Servicer will be entitled to a "Master Servicing Fee" payable monthly
equal to the product of (i) 1/12th of 0.016% (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.
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<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 1997-20
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 the
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 REMIC will be distributed to the holder of the
Class A-R Certificate. See "Description of the Certificates--Additional Rights
of the Class A-R Certificateholder" 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 86.51% (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 Trust
Administrator, on behalf of 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:
APPROXIMATE PERCENTAGE OF CUT-OFF
DATE AGGREGATE PRINCIPAL BALANCE
NAME OF SERVICER SERVICED
---------------- ---------------------------------
Norwest Mortgage, Inc. ..................... 86.51%
FT Mortgage Companies ...................... 6.28%
First Union Mortgage Corp. ................. 3.26%
Suntrust Mortgage Inc. ..................... 1.62%
Great Financial Bank ....................... 1.15%
Columbia National, Inc. .................... 0.68%
The Huntington Mortgage Company ............ 0.33%
First Bank National Assoc. ................. 0.17%
------
Total .................................. 100.00%
======
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 392 of the Mortgage Loans in the Trust Estate, representing
approximately 70.87% of the Cut-Off Date Aggregate Principal Balance of the
Mortgage Loans will be Norwest Frederick-Serviced Loans and 77 of the Mortgage
Loans in the Trust Estate, representing approximately 15.64% of the Cut-Off Date
Aggregate Principal Balance of the Mortgage Loans, will be Norwest
Non-Frederick-Serviced Loans.
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<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 respect to the Norwest
Non-Frederick-Serviced Loans and Mortgage Loans serviced by certain Other
Servicers, the Unscheduled Principal Receipt Period with respect to all types of
Unscheduled Principal Receipts is a Prior Month Receipt Period. For certain
Other Servicers, the Unscheduled Principal Receipt Period with respect to
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partial Unscheduled Principal Receipts is a Prior Month Receipt Period and with
respect to Unscheduled Principal Receipts in full is a Mid-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, the Trust Administrator 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
(to the extent such Other Servicer is not currently remitting such amount on a
daily basis) 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, the Trust Administrator 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, the Trust
Administrator or the Trustee, (a) 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 (b) 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 which do not
currently conform to the Target Regime 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 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.
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
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
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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. No Fixed
Retained Yield (as defined in the Prospectus) will be retained with respect to
any of the Mortgage Loans.
The Master Servicer will pay all routine expenses, including fees of the
Trustee and the Trust Administrator 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 REMIC will be allocated to the holder of the Class A-R
Certificate who is an individual, estate or trust (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. 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.
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.
An election will be made to treat the Trust Estate, and the Trust Estate
will qualify, as a REMIC for federal income tax purposes. The Class A-1
Certificates, the Class M Certificates and the Class B-1 and Class B-2
Certificates (collectively, the "Regular Certificates"), together with the Class
A-PO, Class A-WIO, Class B-3, Class B-4 and Class B-5 Certificates, will be
designated as the regular interests in the REMIC, and the Class A-R Certificate
will be designated as the residual interest in the REMIC. The Class A-R
Certificate is a "Residual Certificate" for purposes of the Prospectus. The
assets of the 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 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.
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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.
It is anticipated that the Class A-1 and Class M Certificates will be
issued at a premium and that the Class B-1 and Class B-2 Certificates will be
issued with de minimis original issue discount for federal income tax purposes.
Finally, it is anticipated that the Class A-PO, Class A-WIO, Class B-3, Class
B-4 and Class B-5 Certificates, which are not offered hereby, will be treated as
issued with original issue discount for federal income tax purposes.
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 250% of SPA. No representation is made as to the actual rate
at which the Mortgage Loans will prepay.
RESIDUAL CERTIFICATE
The holder of the Class A-R Certificate must include the taxable income or
loss of the REMIC in determining its federal taxable income. The Class A-R
Certificate 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 CERTIFICATEHOLDER'S REMIC TAXABLE INCOME AND THE
TAX LIABILITY THEREON MAY EXCEED, AND MAY SUBSTANTIALLY EXCEED, CASH
DISTRIBUTIONS TO SUCH HOLDER 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 REMIC includible by the holder of the Class A-R
Certificate will be treated as "excess inclusion" income, resulting in (i) the
inability of such holder to use net operating losses to offset such income from
the 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 Certificate will be considered a "noneconomic residual
interest," 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 Certificate 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 Certificate in excess of cash
flows generated thereby, (iii) intends to pay taxes associated with holding the
Class A-R Certificate as such taxes become due and (iv) will not transfer the
Class A-R Certificate to any person or entity that does not provide a similar
affidavit. The transferor must certify in writing to the Trust Administrator
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 Certificate 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 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 "--TaxRelated Restrictions on Transfer of Residual
Certificates--Noneconomic Residual Interests" in the Prospectus.
An individual, trust or estate that holds the Class A-R 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 of the 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 Certificate may not be recovered until termination of the REMIC.
Furthermore, the federal income tax consequences of any consideration paid to a
transferee on a transfer of the Class A-R 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 consid-
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eration. Any transferee receiving consideration with respect to the Class A-R
Certificate should consult its tax advisors.
DUE TO THE SPECIAL TAX TREATMENT OF RESIDUAL INTERESTS, THE EFFECTIVE
AFTERTAX RETURN OF THE CLASS A-R CERTIFICATE MAY BE SIGNIFICANTLY LOWER THAN
WOULD BE THE CASE IF THE CLASS A-R CERTIFICATE WERE TAXED AS A DEBT INSTRUMENT,
OR MAY BE NEGATIVE.
See "Certain Federal Income Tax Consequences" in the Prospectus.
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ERISA CONSIDERATIONS
The Class A-R Certificate may not 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 Title I 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 acting on behalf of or investing the assets
of any 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 Certificate and
for purposes of the following discussion all references to the Offered
Certificates are deemed to exclude the Class A-R Certificate.
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 Trust Administrator and the Seller, 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 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 (A) an opinion of counsel
in form and substance satisfactory to the Trust Administrator and the Seller
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, the Code or Similar Law and will not subject the Seller,
the Master Servicer, the Trust Administrator or the Trustee to any obligation in
addition to those undertaken in the Pooling and Servicing Agreement and (B) such
other opinions of counsel, officers' certificates and agreements as the Seller,
or the Master Servicer may require in connection with such transfer. 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 a
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 the Underwriter an individual
administrative exemption, Prohibited Transaction Exemption 89-89, 54 Fed. Reg.
42589 (the "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 Exemption. The Exemption might apply to the
acquisition, holding and resale of the Offered Certificates by an ERISA Plan,
provided that specified conditions are met.
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Among the conditions which would have to be satisfied for the 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 provisions of ERISA and the prohibited transaction provisions of ERISA and
the Code to such investment. See "ERISA Considerations" in the Prospectus.
LEGAL INVESTMENT
The Offered Class A Certificates and the Class M Certificates constitute
"mortgage related securities" for purposes of the Secondary Mortgage Market
Enhancement Act of 1984, as amended ("SMMEA") 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 Offered Class A Certificates and
the Class M Certificates are legal investments for certain entities to the
extent provided in SMMEA. 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,
insurance or other regulatory authorities should review applicable rules,
supervisory policies and guidelines of these agencies before purchasing any of
the Offered Class A Certificates and the Class M Certificates, as certain
Subclasses of the Offered 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 certain restrictions may apply to investments in
other Subclasses of the Offered Class A Certificates or the Class M
Certificates. It should also be noted that certain states have enacted
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 the Offered Class A Certificates and the Class M Certificates
constitute legal investments for such investors. See "Legal Investment" in the
Prospectus.
The Offered Class B Certificates will not constitute "mortgage related
securities" under SMMEA. The appropriate characterization of the Offered Class B
Certificates under various legal investment restrictions, and thus the ability
of investors subject to these restrictions to purchase the Offered Class B
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
Offered Class B 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. The Underwriter intends to act as a market maker in the
Offered Certificates 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 Trust Administrator at its
corporate trust office.
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UNDERWRITING
Subject to the terms and conditions of the underwriting agreement dated
July 12, 1996 and the terms agreement dated October 29, 1997 (together, the
"Underwriting Agreement") among Norwest Mortgage, the Seller and Salomon
Brothers Inc (the "Underwriter"), as underwriter, the Offered Class A
Certificates, the Class M and Offered Class B Certificates are being purchased
from the Seller by the Underwriter, in each case upon issuance thereof. The
Underwriter is committed to purchase all of the Offered Certificates if any
Offered Certificates are purchased. The Underwriter has advised the Seller that
it proposes to offer the Offered Certificates, 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 99.63% of the initial aggregate principal balance of the
Offered Class A Certificates, approximately 99.46% of the aggregate initial
principal balance of the Class M Certificates, approximately 98.63% of the
aggregate initial principal balance of the Class B-1 Certificates and
approximately 97.81% of the aggregate initial principal balance of the Class B-2
Certificates plus, in each case, accrued interest thereon at the rate of 6.750%
per annum from November 1, 1997 to (but not including) November 26, 1997, before
deducting expenses payable by the Seller. The Underwriter is not an affiliate of
the Seller. The Underwriter has advised the Seller that it has not allocated the
purchase price paid to the Seller for the Subclasses of Offered Class A
Certificates among such Subclasses. The Underwriter and any dealers that
participate with the Underwriter in the distribution of the Offered Certificates
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.
The Underwriting Agreement provides that the Seller or Norwest Mortgage
will indemnify the Underwriter against certain civil liabilities under the
Securities Act or contribute to payments which the 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
Underwriter 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 1997-20 Certificates.
RATINGS
It is a condition to the issuance of the Offered Class A Certificates that
each Subclass will have been rated "AAA" by Fitch and S&P. It is a condition to
the issuance of the Class M Certificates that they will have been rated at least
"AA" by Fitch and S&P. It is a condition to the issuance of the Class B-1 and
Class B-2 Certificates that they will have been rated at least "A" and "BBB,"
respectively, by Fitch. 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 Fitch on mortgage pass-through certificates address the
likelihood of the receipt by certificateholders of all distributions to which
such certificateholders are entitled. Fitch's rating opinions address the
structural and legal aspects associated with the certificates, including the
nature of the underlying mortgage loans. Fitch's ratings on pass-through
certificates do not represent any assessment of the likelihood or rate of
principal prepayments and consequently any adverse effect the timing of such
prepayments could have on an investor's anticipated yield.
The ratings of S&P on mortgage pass-through certificates address the
likelihood of the receipt by certificateholders of timely payments of interest
and the ultimate return of principal. S&P ratings take into consideration the
credit quality of the mortgage pool, including any credit support providers,
structural and legal aspects associated with the certificates, and the extent to
which the payment stream on the mortgage pool is
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adequate to make payments required under the certificates. S&P's ratings on such
certificates do not, however, constitute a statement regarding frequency of
prepayments on the mortgage loans. S&P's rating does not address the possibility
that investors may suffer a lower than anticipated yield as a result of
prepayments of the underlying mortgages. In addition, it should be noted that in
some structures a default on a mortgage is treated as a prepayment and may have
the same effect on yield as a prepayment.
The Seller has not requested a rating on the Offered Certificates of any
Subclass or Class by any rating agency other than Fitch and S&P, 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 Fitch and S&P.
S-81
<PAGE>
INDEX OF SIGNIFICANT
PROSPECTUS SUPPLEMENT DEFINITIONS
TERM PAGE
---- ----
15 Year Mortgage Loans ................................................... S-66
Adjusted Pool Amount ..................................................... S-31
Adjusted Pool Amount (PO Portion) ........................................ S-31
Adjustment Amount ........................................................ S-46
Aggregate Current Bankruptcy Losses ...................................... S-47
Aggregate Current Fraud Losses ........................................... S-47
Aggregate Current Special Hazard Losses .................................. S-46
Available Master Servicing Compensation .................................. S-31
Bankruptcy Loss .......................................................... S-36
Bankruptcy Loss Amount ................................................... S-47
Beneficial Owner ......................................................... S-26
Book-Entry Certificates .................................................. S-3
Bulk Purchase Underwritten Loans ......................................... S-12
Cede ..................................................................... S-26
Certificate Account ...................................................... S-75
Certificateholder ........................................................ S-3
Certificates ............................................................. S-6
Class A-WIO Notional Amount .............................................. S-29
Class A Certificates ..................................................... Cover
Class A Non-PO Distribution Amount ....................................... S-29
Class A Non-PO Optimal Amount ............................................ S-33
Class A Non-PO Optimal Principal Amount .................................. S-35
Class A Non-PO Principal Balance ......................................... S-30
Class A Non-PO Principal Distribution Amount ............................. S-34
Class A Optimal Amount ................................................... S-33
Class A Percentage ....................................................... S-15
Class A Prepayment Percentage ............................................ S-15
Class A Principal Balance ................................................ S-30
Class A Subclass Interest Accrual Amount ................................. S-29
Class A Subclass Interest Shortfall Amount ............................... S-33
Class A Subclass Principal Balance ....................................... S-30
Class A Voting Interest .................................................. S-70
Class A-PO Deferred Amount ............................................... S-37
Class A-PO Distribution Amount ........................................... S-37
Class A-PO Optimal Principal Amount ...................................... S-37
Class B Certificates ..................................................... Cover
Class B Principal Balance ................................................ S-31
Class B Subclass Distribution Amount ..................................... S-29
Class B Subclass Interest Accrual Amount ................................. S-30
Class B Subclass Interest Shortfall Amount ............................... S-34
Class B Subclass Principal Balance ....................................... S-31
Class B Voting Interest .................................................. S-70
Class B-1 Principal Distribution Amount .................................. S-39
Class B-2 Principal Distribution Amount .................................. S-39
Class M Certificates ..................................................... Cover
Class M Distribution Amount .............................................. S-29
Class M Interest Accrual Amount .......................................... S-30
Class M Interest Shortfall Amount ........................................ S-33
Class M Optimal Amount ................................................... S-33
Class M Optimal Principal Amount ......................................... S-38
Class M Percentage ....................................................... S-39
Class M Prepayment Percentage ............................................ S-39
Class M Principal Balance ................................................ S-30
Class M Principal Distribution Amount .................................... S-38
Closing Date ............................................................. S-11
Code ..................................................................... S-24
Compensating Interest .................................................... S-14
Co-op Shares ............................................................. S-49
Cooperatives ............................................................. S-49
Cross-Over Date .......................................................... S-45
Current Class B-1 Fractional Interest .................................... S-41
Current Class B-2 Fractional Interest .................................... S-41
Current Class B-3 Fractional Interest .................................... S-41
Current Class B-4 Fractional Interest .................................... S-41
Current Class M Fractional Interest ...................................... S-40
Curtailment Interest Shortfalls .......................................... S-32
Cut-Off Date Aggregate Principal Balance ................................. S-49
Debt Service Reduction ................................................... S-36
Deficient Valuation ...................................................... S-36
Definitive Certificates .................................................. S-9
Determination Date ....................................................... S-26
Discount Mortgage Loans .................................................. S-8
Disqualified Organization ................................................ S-4
Distribution Date ........................................................ S-2
DOL ...................................................................... S-78
DTC ...................................................................... S-10
ERISA .................................................................... S-24
ERISA Plan ............................................................... S-78
Excess Bankruptcy Loss ................................................... S-47
Excess Bankruptcy Losses ................................................. S-47
Excess Fraud Loss ........................................................ S-47
Excess Fraud Losses ...................................................... S-47
Excess Special Hazard Loss ............................................... S-46
Excess Special Hazard Losses ............................................. S-46
Exemption ................................................................ S-78
FICO Scores .............................................................. S-54
Fitch .................................................................... S-7
Fixed 15-Year Non-Relocation NMI Frederick Portfolio Loans ............... S-56
Fixed 15-Year NMI Non-Frederick Portfolio Loans .......................... S-56
Fixed NMI Frederick Portfolio Loans ...................................... S-56
Fraud Loss ............................................................... S-36
Fraud Loss Amount ........................................................ S-47
Jumbo Loans .............................................................. S-56
Liquidated Loan .......................................................... S-35
Liquidated Loan Loss ..................................................... S-35
Loss Severity Percentage ................................................. S-67
Master Servicer .......................................................... S-2
Master Servicing Fee ..................................................... S-71
Master Servicing Fee Rate ................................................ S-71
Mid-Month Receipt Period ................................................. S-73
Month End Interest ....................................................... S-32
S-82
<PAGE>
TERM PAGE
---- ----
Mortgage Loans ........................................................... S-2
Mortgaged Properties ..................................................... S-49
Mortgages ................................................................ S-49
NASCOR ................................................................... Cover
Net Foreclosure Profits .................................................. S-42
Net Mortgage Interest Rate ............................................... S-31
Net Partial Liquidation Proceeds ......................................... S-27
NMI Frederick Portfolio Loans ............................................ S-56
NMI Non-Frederick Portfolio Loans ........................................ S-56
Non-PO Fraction .......................................................... S-15
Non-PO Voting Interest ................................................... S-70
Non-Supported Interest Shortfalls ........................................ S-14
Norwest Bank ............................................................. S-2
Norwest Frederick-Serviced Loans ......................................... S-72
Norwest Mortgage ......................................................... S-2
Norwest Mortgage Correspondent ........................................... S-2
Norwest Non-Frederick-Serviced Loans ..................................... S-72
Offered Certificates ..................................................... Cover
Offered Class A Certificates ............................................. Cover
Offered Class B Certificates ............................................. Cover
Original Subordinated Principal Balance .................................. S-36
Original Class B-1 Fractional Interest ................................... S-41
Original Class B-2 Fractional Interest ................................... S-41
Original Class B-3 Fractional Interest ................................... S-41
Original Class B-4 Fractional Interest ................................... S-41
Original Class M Fractional Interest ..................................... S-40
Original Subordinated Principal Balance .................................. S-38
Other Originator ......................................................... S-55
Other Servicers .......................................................... S-72
Partial Liquidation Proceeds ............................................. S-27
Pass-Through Rate ........................................................ S-14
Percentage Interest ...................................................... S-29
Periodic Advance ......................................................... S-42
PHMC ..................................................................... S-56
PHMC Acquisition ......................................................... S-56
PHMSC Pool ............................................................... S-66
Plan ..................................................................... S-24
PO Fraction .............................................................. S-16
Pool Balance (Non-PO Portion) ............................................ S-9
Pool Balance (PO Portion) ................................................ S-8
Pool Distribution Amount ................................................. S-26
Pool Distribution Amount Allocation ...................................... S-28
Pooling and Servicing Agreement .......................................... S-70
Premium Mortgage Loans ................................................... S-29
Prepayments in Full ...................................................... S-31
Prepayment Interest Shortfalls ........................................... S-31
Prior Month Receipt Period ............................................... S-73
Prospectus ............................................................... S-6
PTE 83-1 ................................................................. S-78
PTE 95-60 ................................................................ S-78
Realized Loss ............................................................ S-35
Record Date .............................................................. S-26
Regular Certificates ..................................................... S-75
REMIC .................................................................... S-4
Relocation Mortgage Loans ................................................ S-49
Remittance Date .......................................................... S-27
REO Property ............................................................. S-72
Residual Certificate ..................................................... S-75
S&P ...................................................................... S-7
SASI ..................................................................... S-66
SASI Pool ................................................................ S-66
Scheduled Principal Balance .............................................. S-35
SDA ...................................................................... S-67
Securities Act ........................................................... S-79
Seller ................................................................... S-2
Senior Certificates ...................................................... S-7
Series 1997-20 Certificates .............................................. Cover
Servicer ................................................................. S-2
Servicers ................................................................ S-72
Servicer Custodial Account ............................................... S-73
Servicing Fee Rate ....................................................... S-75
Similar Law .............................................................. S-24
SMMEA .................................................................... S-24
SPA ...................................................................... S-63
Special Hazard Loss ...................................................... S-35
Special Hazard Loss Amount ............................................... S-46
Structuring Assumptions .................................................. S-63
Subclass ................................................................. Cover
Subclass B Optimal Amoun ................................................. S-34
Subclass B Optimal Principal Amount ...................................... S-39
Subclass B Percentage .................................................... S-40
Subclass B Prepayment Percentage ......................................... S-40
Subordinated Certificates ................................................ Cover
Subordinated Percentage .................................................. S-37
Subordinated Prepayment Percentage ....................................... S-37
Target Regime ............................................................ S-74
Trust Administrator ...................................................... S-7
Trust Estate ............................................................. S-2
Trustee .................................................................. S-7
U.S. Person .............................................................. S-43
Underlying Servicing Agreement ........................................... S-6
Underwriter .............................................................. Cover
Underwriting Agreement ................................................... S-80
Underwriting Standards ................................................... S-12
Unscheduled Principal Receipt Period ..................................... S-73
Unscheduled Principal Receipts ........................................... S-27
S-83
<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, 1997
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 Suite 1300, 7 World Trade
Center, New York, New York 10048 and Suite 1400, Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661-2511. 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, 7485 New Horizon Way, Frederick, Maryland 21703, 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
investment brokerage firms as well as Bloomberg L.P. through the "The
Bloomberg(R)" service and Merrill Lynch Mortgage Capital Inc. through the "CMO
Passport(R)" 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, 7485 New Horizon Way, Frederick, Maryland 21703,
telephone number (301) 846-8881.
2
<PAGE>
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, 7485 New Horizon Way, Frederick, Maryland 21703,
telephone number (301) 846-8881.
3
<PAGE>
TABLE OF CONTENTS
PROSPECTUS
PAGE
----
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 ............................................................. 9
Credit Enhancement ....................................................... 9
Periodic Advances ........................................................ 10
Forms of Certificates .................................................... 10
Optional Purchase of Defaulted Mortgage Loans ............................ 10
Optional Purchase of All Mortgage Loans .................................. 11
ERISA Limitations ........................................................ 11
Tax Status ............................................................... 11
Legal Investment ......................................................... 11
Rating ................................................................... 11
Risk Factors ............................................................... 2
Limited Liquidity ........................................................ 12
Limited Obligations ...................................................... 12
Limitations, Reduction and Substitution of Credit Enhancement ............ 12
Risks of the Mortgage Loans .............................................. 12
Yield and Prepayment Considerations ...................................... 13
Book-Entry System for Certain Classes and Subclasses of Certificates ..... 13
The Trust Estates .......................................................... 14
General .................................................................. 14
Mortgage Loans ........................................................... 14
Fixed Rate Loans ....................................................... 15
Adjustable Rate Loans .................................................. 15
Graduated Payment Loans ................................................ 16
Subsidy Loans .......................................................... 16
Buy-Down Loans ......................................................... 17
Balloon Loans .......................................................... 17
Pledged Asset Mortgage Loans ........................................... 17
The Seller ................................................................. 17
Norwest Mortgage ........................................................... 18
Norwest Bank ............................................................... 18
The Mortgage Loan Programs ................................................. 19
Mortgage Loan Production Sources ......................................... 19
Acquisition of Mortgage Loans from Correspondents ........................ 19
Mortgage Loan Underwriting ............................................... 20
Norwest Mortgage Underwriting .......................................... 20
4
<PAGE>
PAGE
----
Pool Certification Underwriting......................................... 23
Representations and Warranties............................................ 24
Description of the Certificates............................................. 28
General................................................................... 28
Definitive Form........................................................... 28
Book-Entry Form........................................................... 29
Distributions to Certificateholders....................................... 30
General................................................................. 30
Distributions of Interest............................................... 31
Distributions of Principal.............................................. 32
Other Credit Enhancement.................................................. 33
Limited Guarantee....................................................... 34
Financial Guaranty Insurance Policy or Surety Bond...................... 34
Letter of Credit........................................................ 34
Pool Insurance Policies................................................. 34
Special Hazard Insurance Policies....................................... 34
Mortgagor Bankruptcy Bond............................................... 34
Reserve Fund............................................................ 34
Cross Support........................................................... 35
Prepayment and Yield Considerations......................................... 35
Pass-Through Rates....................................................... 35
Scheduled Delays in Distributions........................................ 35
Effect of Principal Prepayments.......................................... 35
Weighted Average Life of Certificates.................................... 36
Servicing of the Mortgage Loans............................................. 37
The Master Servicer....................................................... 37
The Servicers............................................................. 38
Payments on Mortgage Loans................................................ 39
Periodic Advances and Limitations Thereon................................. 41
Collection and Other Servicing Procedures................................. 42
Enforcement of Due-on-Sale Clauses; Realization Upon Defaulted Mortgage
Loans................................................................... 42
Insurance Policies........................................................ 44
Fixed Retained Yield, Servicing Compensation and Payment of Expenses...... 45
Evidence as to Compliance................................................. 45
Certain Matters Regarding the Master Servicer............................... 46
The Pooling and Servicing Agreement......................................... 47
Assignment of Mortgage Loans to the Trustee............................... 47
Optional Purchases........................................................ 48
Reports to Certificateholders............................................. 48
List of Certificateholders................................................ 49
Events of Default......................................................... 49
Rights Upon Event of Default.............................................. 50
Amendment................................................................. 50
Termination; Optional Purchase of Mortgage Loans.......................... 51
The Trustee............................................................... 51
Certain Legal Aspects of the Mortgage Loans................................. 52
General................................................................... 52
Foreclosure............................................................... 52
Foreclosure on Shares of Cooperatives..................................... 53
Rights of Redemption...................................................... 54
Anti-Deficiency Legislation and Other Limitations on Lenders.............. 54
5
<PAGE>
PAGE
----
Soldiers' and Sailors' Civil Relief Act and Similar Laws................. 55
Environmental Considerations............................................. 56
"Due-on-Sale" Clauses.................................................... 57
Applicability of Usury Laws.............................................. 58
Enforceability of Certain Provisions..................................... 58
Certain Federal Income Tax Consequences.................................... 59
Federal Income Tax Consequences for REMIC Certificates................... 59
General.................................................................. 59
Status of REMIC Certificates............................................. 59
Qualification as a REMIC................................................. 60
Taxation of Regular Certificates......................................... 61
General................................................................ 61
Original Issue Discount................................................ 62
Acquisition Premium.................................................... 64
Variable Rate Regular Certificates..................................... 64
Market Discount........................................................ 65
Premium................................................................ 65
Election to Treat All Interest Under the Constant Yield Method......... 66
Treatment of Losses.................................................... 66
Sale or Exchange of Regular Certificates............................... 67
Taxation of Residual Certificates........................................ 67
Taxation of REMIC Income............................................... 67
Basis and Losses....................................................... 68
Treatment of Certain Items of REMIC Income and Expense................. 69
Original Issue Discount and Premium.................................... 69
Market Discount........................................................ 69
Premium................................................................ 69
Limitations on Offset or Exemption of REMIC Income..................... 69
Tax-Related Restrictions on Transfer of Residual Certificates.......... 70
Disqualified Organizations............................................. 70
Noneconomic Residual Interests......................................... 71
Foreign Investors...................................................... 72
Sale or Exchange of a Residual Certificate............................. 72
Mark to Market Regulations............................................. 73
Taxes That May Be Imposed on the REMIC Pool.............................. 73
Prohibited Transactions................................................ 73
Contributions to the REMIC Pool After the Startup Day.................. 73
Net Income from Foreclosure Property................................... 73
Liquidation of the REMIC Pool............................................ 73
Administrative Matters................................................... 74
Limitations on Deduction of Certain Expenses............................. 74
Taxation of Certain Foreign Investors.................................... 74
Regular Certificates................................................... 74
Residual Certificates.................................................. 75
Backup Withholding....................................................... 75
Reporting Requirements................................................... 75
Federal Income Tax Consequences for Certificates as to Which No REMIC
Election is Made........................................................ 76
General................................................................ 76
Tax Status............................................................. 76
Premium and Discount................................................... 77
6
<PAGE>
PAGE
----
Premium................................................................ 77
Original Issue Discount................................................ 77
Market Discount........................................................ 77
Recharacterization of Servicing Fees................................... 77
Sale or Exchange of Certificates....................................... 78
Stripped Certificates.................................................... 78
General................................................................ 78
Status of Stripped Certificates........................................ 79
Taxation of Stripped Certificates...................................... 80
Original Issue Discount................................................ 80
Sale or Exchange of Stripped Certificates.............................. 80
Purchase of More Than One Class of Stripped Certificates............... 80
Possible Alternative Characterizations................................. 80
Reporting Requirements and Backup Withholding............................ 81
Taxation of Certain Foreign Investors.................................... 81
ERISA Considerations....................................................... 81
General.................................................................. 81
Certain Requirements Under ERISA......................................... 82
General................................................................ 82
Parties in Interest/Disqualified Persons............................... 82
Delegation of Fiduciary Duty........................................... 82
Administrative Exemptions................................................ 83
Individual Administrative Exemptions................................... 83
PTE 83-1............................................................... 84
Exempt Plans............................................................. 84
Unrelated Business Taxable Income--Residual Certificates................. 84
Legal Investment........................................................... 85
Plan of Distribution....................................................... 86
Use of Proceeds............................................................ 87
Legal Matters.............................................................. 87
Rating..................................................................... 87
Index of Significant Definitions........................................... 88
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. See the "Index of Significant Definitions" beginning on page 88.
Title of Securities.......... Mortgage Pass-Through Certificates (Issuable in
Series).
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 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."
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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 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
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Senior Certificates of the same Series to the
extent and in the manner specified in the
applicable Prospectus 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 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 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
Certificates--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, 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 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."
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<PAGE>
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 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.
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<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."
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
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<PAGE>
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, homeowner mobility and the ability of the borrower
to obtain refinancing. 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 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
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<PAGE>
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 (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. The borrowers
for each of the Mortgage Loans will be natural persons or, under certain
conditions, borrowers may be inter vivos revocable trusts established by natural
persons.
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.
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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 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
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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 or other shorter
period. Mortgage loans incorporating such graduated payment features may include
(i) "Graduated Pay Mortgage Loans," pursuant to which amounts constituting
Deferred Interest are added to the principal balances of such mortgage loans,
(ii) "Tiered Payment Mortgage Loans," pursuant to which, if the amount of
interest accrued in any month exceeds the current scheduled payment for such
month, such excess amounts are paid from a subsidy account (usually funded by a
home builder or family member) established at closing and (iii) "Growing Equity
Mortgage Loans," for which the monthly payments increase at a rate which has the
effect of amortizing the loan over a period shorter than the stated term.
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") 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
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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-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.
g. Pledged Asset Mortgage Loans. If so specified in the applicable
Prospectus Supplement, a Trust Estate may contain fixed rate mortgage loans
having original terms to stated maturity of not more than 30 years which are
either (i) secured by a security interest in additional collateral (normally
securities) owned by the borrower or (ii) supported by a third party guarantee
(usually a parent of the borrower); which is in turn secured by a security
interest in collateral (usually securities) owned by such guarantor (any such
loans, "Pledged Asset Mortgage Loans," and any such collateral, "Additional
Collateral"). Generally, the amount of such Additional Collateral will not
exceed 30% of the amount of such loan, and the requirement to maintain
Additional Collateral will terminate when the principal amount of the loan is
paid down to a predetermined amount.
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 7485 New Horizon Way,
Frederick, Maryland 21703. 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
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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, purchasing and selling 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. ("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.
On January 7, 1997, a complaint was served on PHMC with respect to an
individual and purported class action filed by The Capitol Life Insurance
Company ("Capitol Life") in the Superior Court of New Jersey against PHMC, The
Prudential Home Mortgage Securities Company, Inc. ("PHMSC") and certain of their
affiliates and 100 unnamed "Doe defendants". On March 26, 1997, PHMC and others
filed a motion to dismiss the complaint for failure to state a claim on which
relief can be granted. On June 2, 1997, an amended complaint was filed and
American Investors Life Insurance Company joined Capitol Life as a named
plaintiff in the actions. As amended, the complaint asserts claims against PHMC,
PHMSC, certain of their present and former affiliates and certain former
employees as well as Merrill Lynch & Co., Kidder, Peabody & Co. Incorporated,
Lehman Brothers Inc. and Salomon Brothers Inc. As amended, the complaint
alleges, among other things, that the defendants made false and misleading
statements and/or omissions of material fact and fraudulently concealed material
facts in connection with the purchase by the plaintiffs of certain of PHMSC's
Subordinated Mortgage Securities, Series 1992-A. Certain of the named
defendants, who are former employees of PHMC or certain of its affiliates, are
officers or employees of the Seller or Norwest Mortgage. The Seller has been
advised that PHMC, PHMSC their affiliated defendants and such common employees
will vigorously defend the action. Based on the foregoing, the Seller does not
believe that this litigation will have an adverse effect on any Series of
Certificates.
Norwest Mortgage is an approved servicer of FNMA, FHLMC and the Government
National Mortgage Association. As of December 31, 1996, Norwest Mortgage had a
net worth of approximately $430.9 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.
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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 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)
originations by Norwest Mortgage's Private Mortgage Banking division (including
referrals from the private banking group of Norwest Bank and other affiliated
banks), which division specializes in providing services to individuals meeting
certain earnings, liquidity or net worth parameters, (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 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
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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 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 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 portion of the Credit Score related to borrower credit history is
generally based on computer models developed by a third party. These models
evaluate information available from three major credit reporting bureaus
regarding historical patterns of consumer credit behavior in relation to default
experience for similar types of borrower profiles. A particular borrower's
credit patterns are then considered in order to derive a "FICO Score" which
indicates a level of default probability over a two-year period.
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
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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
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 (except for borrowers who apply through Norwest
Mortgage's Private Mortgage Banking division), 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
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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." In the case of a mortgage loan referred by Norwest Mortgage's Private
Mortgage Banking division, only one qualifying ratio is calculated (the
applicant's ratio of total monthly debt to monthly gross income). In addition,
for certain applicants referred by this division, qualifying income may be based
on an "asset dissipation" approach under which future income is projected from
the assumed liquidation of a portion of the applicant's specified assets.
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 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.
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Norwest originates mortgage loans with Loan-to-Value Ratios in excess of
80% either with or without the requirement to obtain primary mortgage insurance.
In cases for which such primary mortgage insurance is obtained, the excess over
75% (or such lower percentage as Norwest Mortgage may require at origination)
will be covered by primary mortgage insurance from an approved primary mortgage
insurance company 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%. However, Norwest Mortgage does not require primary mortgage
insurance on loans that have Loan-to-Value Ratios exceeding 80% if such loans
are secured by primary residences or second homes (excluding cooperatives). Each
loan originated without primary mortgage insurance will have been made at an
interest rate that was higher than the rate would have been if the Loan-to-Value
Ratios was 80% or less or if primary mortgage insurance was obtained. The
Prospectus Supplement will specify the number and percentage of Mortgage Loans
contained in the Trust Estate for a particular Series of Certificates with
Loan-to-Value Ratios at origination in excess of 80% which were originated
without primary mortgage insurance.
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 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
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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, UGRIC permits a maximum 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 and
for adjustable rate loans with Loan-to-Value Ratios of 75% or less. Maximum
ratios of 28% and 33%, respectively, are permitted for adjustable rate loans
with Loan-to-Value Ratios above 75%. 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. GEMICO's underwriting
process relies on a combination of its own proprietory credit score model (which
includes factors related to a borrower's credit history as well as specific loan
attributes) and the consideration of borrower debt-to-income ratios. Depending
upon the credit score, GEMICO will permit maximum ratios, as described in
clauses (i) and (ii) above, of 40% and 50%, respectively.
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.
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 Norwest Mortgage 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,
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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;
(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;
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(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;
(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
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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
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;
(xxiv) each Mortgage Loan is a "Qualified Mortgage" within the
meaning of Section 860G of the Code; and
(xxv) with respect to each Mortgage where a lost note affidavit has
been delivered to the Trustee in place of the related Mortgage Note, the
related Mortgage Note is no longer in existence.
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.
In addition, no representations or warranties are made by the Seller or
any other party with respect to the absence or effect of fraud in the
origination of any Mortgage Loan, and any loss or liability resulting from the
presence or effect of fraud will be borne solely by Certificateholders.
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.
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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.
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.
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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, 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 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.
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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 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
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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;
(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
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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 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
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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 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.
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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.
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.
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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.
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, 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
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or from liquidations will be covered by means of the subordination of the rights
of Subordinated Certificateholders or any other credit support arrangements.
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 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
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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, 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 Seller 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 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
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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 perform a review of the
Servicer that includes minimum net worth requirements, servicing experience,
errors and omissions and fidelity bond coverage and other standards to be set
forth in the applicable Underlying Servicing Agreement. In addition, the 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 the compliance of the Servicer according to the Underlying
Servicing Agreement on an annual basis.
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.
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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
or otherwise acceptable to the applicable Rating Agencies (such acceptable
account, an "Eligible Custodial Account") and limited to funds held with respect
to a particular Series, unless the Underlying Servicing Agreement specifies that
a Servicer may establish an account which is an eligible 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
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(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.
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);
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(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 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.
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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 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
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lending institutions which service mortgage loans of the same type in the same
jurisdictions. In addition, 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 connection with the decision of the Servicer
regarding the foreclosure or assumption of a Mortgage Loan, the modification of
the related Mortgage Note or any other action to be taken with respect to a
defaulted Mortgage Loan, the Servicer is expressly permitted by the Underlying
Servicing Agreement to take into account the interests of the borrower.
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 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 prior to the close
of the third calendar year following the year the Trust Estate acquired such
property (or such shorter period as is provided in the applicable Underlying
Servicing Agreement) 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 applicable period in the manner contemplated by Code Section
856(e)(3). The Servicer also will be required to administer the
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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
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.
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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 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
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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 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.
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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 or a lost note affidavit executed by the
applicable Servicer, 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 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.
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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.
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
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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 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
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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).
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
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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 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.
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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 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
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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.
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.
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
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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.
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.
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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.
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.
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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 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.
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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 the Asset Conservation Lender Liability and Deposit
Insurance Protection Act of 1996 (the "Asset Conservation Act"). The Asset
Conservation Act was 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 Asset Conservation Act specifically reverses the Fleet Factors
"capacity to influence" standard. The Asset Conservation Act 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 Asset
Conservation Act is not fully defined. It also is important to note that the
Asset Conservation Act 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.
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
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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.
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.
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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 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
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be treated as "loans.....secured by an interest in real property which is . . .
residential real property" within the meaning of Code Section 7701(a)(19)(C)(v)
or as other assets described in 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 which is . .
. residential 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 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
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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 not held beyond the close of the third calendar year following the
year in which such property is acquired with an extension that may be 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 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.
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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, 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
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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 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.
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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."
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 for non-contingent debt instruments. 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, 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.
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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 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
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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 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.
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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 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). Capital gains of certain non-corporate taxpayers generally
are subject to a lower maximum tax rate (28%) than ordinary income of such
taxpayers (39.6%) for property held for more than one year but not more than 18
months, and a still lower maximum tax rate (20%) for property held for more than
18 months. 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.
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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 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.
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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.
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 to the beginning of such
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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 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
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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 taxable years beginning on or after January 1, 1998, if an "electing
large partnership" holds a Residual Certificate, all interests in the electing
large partnership are treated as held by Disqualified Organizations for purposes
of the tax imposed upon a Pass-Through Entity by section 860E(c) of the Code. An
exception to this tax, otherwise available to a Pass-Through Entity that is
furnished certain affidavits by record holders of interests in the entity and
that does not know such affidavits are false, is not available to an electing
large partnership.
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 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
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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 (except to the extent provided in applicable Treasury regulations)
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 court within
the United States is able to exercise primary supervision over the
administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent
provided in applicable Treasury regulations, certain trusts in existence on
August 20, 1996 which are eligible to elect to be treated as U.S. Persons.
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 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.
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Mark to Market Regulations
The Internal Revenue Service has issued final regulations (the "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 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 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 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 not exceeding the close of the third
calendar year after the year in which the REMIC Pool acquired such property,
with a possible extension. 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.
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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 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
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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 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.
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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 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 property which is. .
.residential real 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).
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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.
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
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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 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. Capital gains of certain noncorporate taxpayers generally
are subject to a lower maximum tax rate (28%) than ordinary income of such
taxpayers (39.6%) for property held for more than one year but not more than 18
months, and a still lower maximum tax rate (20%) for property held for more than
18 months. 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
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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 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.
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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 qualfying as a market discount obligation 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.
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 for non-contingent
debt instruments. 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
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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 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.
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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, 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, and employee benefit plans not subject to ERISA (for
example, governmental plans), and any entity whose assets include "plan assets"
by reason of benefit plan investment in such entity, 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.
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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.
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.
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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 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--
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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, as amended
("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, insurance companies) to invest in mortgage related securities,
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 in 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. (S) 24 (Seventh), subject in each case to such
regulations as the applicable federal regulatory authority may prescribe. In
this connection, the Office of the Comptroller of the Currency (the "OCC") has
amended 12 C.F.R. Part 1 to authorize national banks to purchase and sell for
their own account, without limitation as to a percentage of the bank's capital
and surplus (but subject to compliance with certain general standards concerning
"safety and soundness" and retention of credit information in 12 C.F.R. (S)
1.5), certain "Type IV securities," defined in 12 C.F.R. (S) 1.2(1) to include
certain "residential mortgage-related securities." As so defined, "residential
mortgage-related security" means, in relevant part, "mortgage related security"
within the meaning of SMMEA. 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.(S) 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. However, effective January 1, 1998, the NCUA
has amended its rules governing investments by federal credit unions at 12
C.F.R. Part 703; the revised rules will permit investments in "mortgage related
securities" under certain limited circumstances, but will prohibit investments
in stripped mortgage related securities and residual interests in mortgage
related securities, unless the credit union has obtained written approval from
the NCUA to participate in the "investment pilot program" described in 12 C.F.R.
(S) 703.140.
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 ("FFIEC"). The Policy
Statement, which has been adopted by the Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation, the OCC and the
Office of Thrift Supervision and by the NCUA (with certain modifications),
prohibits depository institutions from investing in certain "high-risk mortgage
securities"
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(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. On September 29, 1997, the
FFIEC released for public comment a proposed "Supervisory Policy Statement on
Investment Securities and End-User Derivatives Activities" (the "1997
Statement"), which would replace the Policy Statement. As proposed, the 1997
Statement would delete the specific "high-risk mortgage securities" tests, and
substitute general guidelines which depository institutions should follow in
managing risks (including market, credit, liquidity, operational
(transactional), and legal risks) applicable to all securities (including
mortgage pass-through securities and mortgage-derivative products) used for
investment purposes.
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.
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.
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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 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.
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INDEX OF SIGNIFICANT DEFINITIONS
TERM PAGE
---- ----
1986 Act ................................................................. 61
1997 Statement ........................................................... 86
Accrual Certificates ..................................................... 32
Additional Collateral .................................................... 17
Advances ................................................................. 41
ALTA ..................................................................... 23
Asset Conservation Act ................................................... 57
Balloon Loan ............................................................. 17
Balloon Period ........................................................... 17
Bankruptcy Code .......................................................... 55
Bankruptcy Loss .......................................................... 33
Bankruptcy Loss Amount ................................................... 33
Beneficial Owner ......................................................... 29
Book-Entry Certificates .................................................. 10
Buy-Down Fund ............................................................ 17
Buy-Down Loans ........................................................... 17
Cede ..................................................................... 29
CERCLA ................................................................... 56
Certificate Account ...................................................... 39
Certificateholder ........................................................ 29
Certificates ............................................................. Cover
Class .................................................................... Cover
Cleanup Costs ............................................................ 56
CMO Passpsort ............................................................ 2
Code ..................................................................... 11
Commission ............................................................... 2
Cooperatives ............................................................. 14
Correspondents ........................................................... 19
Credit Score ............................................................. 20
DCR ...................................................................... 83
Deferred Interest ........................................................ 16
Definitive Certificates .................................................. 10
Delegated Underwriting ................................................... 20
Department ............................................................... 82
Depository ............................................................... 39
Detailed Information ..................................................... 2
Disqualified Organization ................................................ 71
Distribution Date ........................................................ 9
DTC ...................................................................... 10
DTC Participants ......................................................... 29
Due Date ................................................................. 15
Due on Sale .............................................................. 57
EDGAR .................................................................... 2
Eligible Custodial Account ............................................... 39
Eligible Investments ..................................................... 40
EPA ...................................................................... 57
ERISA .................................................................... 11
Excess Bankruptcy Losses ................................................. 33
Excess Fraud Losses ...................................................... 33
Excess Special Hazard Losses ............................................. 33
FDIC ..................................................................... 39
FFIEC .................................................................... 85
88
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TERM PAGE
---- ----
FHLBB .................................................................... 57
FHLMC .................................................................... 23
FICO Score ............................................................... 20
Fitch .................................................................... 83
Fixed Retained Yield ..................................................... 32
FNMA ..................................................................... 23
Fraud Loss ............................................................... 33
Fraud Loss Amount ........................................................ 33
Garn Act ................................................................. 57
GEMICO ................................................................... 23
Government Securities .................................................... 60
Graduated Pay Mortgage Loans ............................................. 16
Growing Equity Mortgage Loans ............................................ 16
Holder ................................................................... 29
Indirect DTC Participants ................................................ 29
IRA ...................................................................... 81
Joint Ventures ........................................................... 19
Liquidation Proceeds ..................................................... 39
Loan Stores .............................................................. 19
Mark to Market Regulations ............................................... 73
Master Servicer .......................................................... Cover
Master Servicing Fee ..................................................... 32
Moody's .................................................................. 83
Mortgage Interest Rate ................................................... 32
Mortgage Loans ........................................................... Cover
Mortgage Notes ........................................................... 14
Mortgaged Properties ..................................................... 14
Mortgages ................................................................ 14
NASCOR ................................................................... Cover
NCUA ..................................................................... 85
Net Foreclosure Profits .................................................. 31
Net Mortgage Interest Rate ............................................... 31
Non-Pro Rata Certificate ................................................. 62
Non-U.S. Person .......................................................... 75
Norwest Bank ............................................................. Cover
Norwest Corporation ...................................................... 2
Norwest Funding .......................................................... 18
Norwest Mortgage ......................................................... Cover
Norwest Mortgage Loans ................................................... 18
Norwest Mortgage Sale Agreement .......................................... 47
OID Regulations .......................................................... 62
Other Advances ........................................................... 41
OTS ...................................................................... 57
Partial Liquidation Proceeds ............................................. 31
Pass-Through Rate ........................................................ 9
Pass-Through Entity ...................................................... 70
Paying Agent ............................................................. 41
PCBS ..................................................................... 56
Percentage Interest ...................................................... 30
Periodic Advances ........................................................ 10
PHMC ..................................................................... 18
PHMC Acquisition ......................................................... 18
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TERM PAGE
---- ----
PHMC Mortgage Loans ...................................................... 18
PHMSC .................................................................... 18
Plans .................................................................... 81
Pledged Asset Mortgage Loans ............................................. 17
Policy Statement ......................................................... 85
Pool Distribution Amount ................................................. 30
Pool Insurers ............................................................ 23
Pooling and Servicing Agreement .......................................... 8
Prepayment Assumption .................................................... 63
Program Loans ............................................................ 38
PTE 83-1 ................................................................. 84
Qualified Mortgage ....................................................... 27
Rating Agency ............................................................ 11
Record Date .............................................................. 9
Regular Certificateholder ................................................ 61
Regular Certificates ..................................................... 28
Regulations .............................................................. 82
Relief Act ............................................................... 55
REMIC .................................................................... Cover
REMIC Certificates ....................................................... 59
REMIC Pool ............................................................... 59
REMIC Regulations ........................................................ 59
Remittance Date .......................................................... 39
Reserve Fund ............................................................. 34
Residual Certificates .................................................... 28
Residual Holders ......................................................... 67
Restricted Group ......................................................... 84
Rules .................................................................... 29
S&P ...................................................................... 83
SBJPA of 1996 ............................................................ 60
Scheduled Principal Balance .............................................. 48
Securities Act ........................................................... 2
Seller ................................................................... Cover
Senior Certificates ...................................................... Cover
Series ................................................................... Cover
Servicer ................................................................. Cover
Servicer Custodial Account ............................................... 39
Servicing Account ........................................................ 42
Servicing Fee ............................................................ 32
SMMEA .................................................................... 85
Special Hazard Loss ...................................................... 33
Special Hazard Loss Amount ............................................... 33
Standard Hazard Insurance Policy ......................................... 44
Startup Day .............................................................. 60
Stripped Certificateholder ............................................... 80
Stripped Certificates .................................................... 76
Subclass ................................................................. Cover
Subordinated Certificates ................................................ Cover
Subsidy Account .......................................................... 16
Subsidy Loans ............................................................ 16
Subsidy Payments ......................................................... 16
90
<PAGE>
TERM PAGE
---- ----
Superliens ............................................................... 56
The Bloomberg ............................................................ 2
Tiered Payment Mortgage Loans ............................................ 16
Title V .................................................................. 58
Title Option Plus ........................................................ 23
T.O.P. Loans ............................................................. 23
Treasury Regulations ..................................................... 48
Trust Estate ............................................................. Cover
Trustee .................................................................. 51
Trustee Fee .............................................................. 32
U.S. Person .............................................................. 72
UCC ...................................................................... 53
UGRIC .................................................................... 23
Underlying Servicing Agreement ........................................... 8
Underlying Servicing Agreements .......................................... 38
Underwriter's Exemption .................................................. 83
Voting Interests ......................................................... 49
Window Period ............................................................ 58
Window Period Loans ...................................................... 58
Window Period States ..................................................... 58
91
<PAGE>
NO DEALER, SALESPERSON OR 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 THE 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.
------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
Table of Contents.......................................................... S-5
Summary Information........................................................ S-6
Risk Factors............................................................... S-25
Description of the Certificates............................................ S-25
Description of the Mortgage Loans.......................................... S-49
Delinquency and Foreclosure Experience..................................... S-56
Prepayment and Yield Considerations........................................ S-60
Pooling and Servicing Agreement............................................ S-70
Servicing of the Mortgage Loans............................................ S-72
Federal Income Tax Considerations.......................................... S-75
ERISA Considerations....................................................... S-78
Legal Investment........................................................... S-79
Secondary Market........................................................... S-79
Underwriting............................................................... S-80
Legal Matters.............................................................. S-80
Use of Proceeds............................................................ S-80
Ratings.................................................................... S-80
Index of Significant Prospectus Supplement Definitions..................... S-82
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............................................................... 12
The Trust Estates.......................................................... 14
The Seller................................................................. 17
Norwest Mortgage........................................................... 18
Norwest Bank............................................................... 18
The Mortgage Loan Programs................................................. 19
Description of the Certificates............................................ 28
Prepayment and Yield Considerations........................................ 35
Servicing of the Mortgage Loans............................................ 37
Certain Matters Regarding the Master Servicer.............................. 46
The Pooling and Servicing Agreement........................................ 47
Certain Legal Aspects of the Mortgage Loans................................ 52
Certain Federal Income Tax Consequences.................................... 59
ERISA Considerations....................................................... 81
Legal Investment........................................................... 85
Plan of Distribution....................................................... 86
Use of Proceeds............................................................ 87
Legal Matters.............................................................. 87
Rating..................................................................... 87
Index of Significant Definitions........................................... 88
---------------------
UNTIL FEBRUARY 18, 1998, 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 OF NORWEST APPEARS HERE]
$168,603,205
(APPROXIMATE)
NORWEST ASSET
SECURITIES CORPORATION
("NASCOR")
SELLER
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1997-20
---------------------------------
SALOMON BROTHERS INC
---------------------------------
PROSPECTUS SUPPLEMENT
NOVEMBER 18, 1997
