<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 26, 1996
REGISTRATION NO. 33-72966
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
POST-EFFECTIVE
AMENDMENT NO. 6
ON FORM S-3
TO FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Exact Name of Registrant as Specified in Governing Instruments)
5325 SPECTRUM DRIVE
FREDERICK, MARYLAND 21701
(Address of principal executive offices)
LAWRENCE D. RUBENSTEIN, ESQ.
GENERAL COUNSEL
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
C/O THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
751 BROAD STREET, 13TH FLOOR
NEWARK, NEW JERSEY 07101
(201) 802-9462
(Name and address of agent for service)
-------------------
COPIES TO:
<TABLE>
<S> <C>
JORDAN M. SCHWARTZ, ESQ. ALLAN N. KRINSMAN, ESQ.
CADWALADER, WICKERSHAM & TAFT BROWN & WOOD
100 MAIDEN LANE ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10038 NEW YORK, NEW YORK 10048
(212) 504-6000 (212) 839-5300
</TABLE>
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. /X/
PURSUANT TO RULE 429 OF THE SECURITIES AND EXCHANGE COMMISSION'S RULES AND
REGULATIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE PROSPECTUS AND
PROSPECTUS SUPPLEMENT CONTAINED IN THIS REGISTRATION STATEMENT ALSO RELATES TO
THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-11 (REGISTRATION NO.
33-68032).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM AND CAPTION IN FORM S-3 LOCATION IN PROSPECTUS
- --------------------------------------------------- ----------------------------------------
<S> <C> <C>
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus.............................. Forepart of Registration Statement and
Outside Front Cover
2. Inside Front Cover and Outside Back
Cover Pages of Prospectus............... Inside Front and Outside Back Cover
Pages
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges...... Summary of Prospectus; Prepayment and
Yield Considerations; Description of the
Certificates
4. Use of Proceeds......................... Use of Proceeds
5. Determination of Offering Price......... *
6. Dilution................................ *
7. Selling Security Holders................ *
8. Plan of Distribution.................... Cover Page; Plan of Distribution
9. Description of Securities to be
Registered.............................. Description of the Certificates
10. Interests of Named Experts and
Counsel................................. *
11. Material Changes........................ *
12. Incorporation of Certain Information by
Reference............................... Incorporation of Certain Information by
Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................. *
</TABLE>
- ------------
* Omitted since answer is negative or item is not applicable.
<PAGE>
EXPLANATORY NOTE
This Registration Statement includes (i) an illustrative form of prospectus
supplement for use in an offering of Mortgage Pass-Through Certificates
involving a single mortgage loan servicer (the "Sole Servicer Version"), (ii) an
illustrative form of prospectus supplement for use in an offering of Mortgage
Pass-Through Certificates involving multiple mortgage loan servicers and a
master servicer (the "Multiple Servicer Version") and (iii) a basic prospectus.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS SUPPLEMENT, SUBJECT TO COMPLETION, DATED JANUARY 26, 1996
SOLE SERVICER VERSION
$ (APPROXIMATE)
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC. [LOGO]
SELLER
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 199 -
PRINCIPAL AND INTEREST PAYABLE MONTHLY, COMMENCING IN 199
------------------------
The Series 199 - Mortgage Pass-Through Certificates (the "Series 199 -
Certificates") will consist of one class of senior certificates (the "Class A
Certificates") and two classes of subordinated certificates (the "Class M
Certificates" and "Class B Certificates," respectively, and together, the
"Subordinated Certificates"). The rights of the holders of the Class M
Certificates to receive distributions with respect to the Mortgage Loans will be
subordinated to the rights of the holders of the Class A Certificates and the
rights of the holders of the Class B Certificates to receive distributions with
respect to the Mortgage Loans will be subordinated to the rights of the holders
of both the Class A and Class M Certificates to the extent described herein and
in the Prospectus. The Class A Certificates will consist of twelve subclasses
(each, a "Subclass")
(CONTINUED ON NEXT PAGE)
PROSPECTIVE INVESTORS IN THE OFFERED CERTIFICATES SHOULD CONSIDER THE FACTORS
DISCUSSED UNDER "RISK FACTORS AND SPECIAL CONSIDERATIONS" IN THIS PROSPECTUS
SUPPLEMENT ON PAGE S- AND IN THE PROSPECTUS ON PAGE .
--------------------------
THESE SECURITIES DO NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF THE PRUDENTIAL
HOME MORTGAGE SECURITIES COMPANY, INC. OR ANY AFFILIATE THEREOF. NEITHER THESE
SECURITIES NOR THE UNDERLYING MORTGAGE LOANS WILL BE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
SUBCLASS OR INITIAL SUBCLASS OR CLASS PASS-THROUGH SUBCLASS OR INITIAL SUBCLASS OR CLASS
CLASS DESIGNATION PRINCIPAL BALANCE (1) RATE CLASS DESIGNATION PRINCIPAL BALANCE (1)
<S> <C> <C> <C> <C>
Class A-1.............. $ % Class A-7.............. $
Class A-2.............. $ % Class A-8.............. $
Class A-3.............. $ % Class A-9.............. $
Class A-4.............. $ % Class A-R.............. $
Class A-5.............. $ % Class A-LR............. $
Class A-6.............. $ % Class M................ $
<CAPTION>
SUBCLASS OR PASS-THROUGH
CLASS DESIGNATION RATE
<S> <C>
Class A-1.............. %
Class A-2.............. %
Class A-3.............. (2)
Class A-4.............. %
Class A-5.............. %(3)
Class A-6.............. %
</TABLE>
(1) Approximate. The initial Subclass or Class Principal Balances are subject
to adjustment as described herein.
(2) Interest will accrue on the Class A-9 Certificates each month in an amount
equal to the sum of (i) the product of 1/12th of % and the Class A Subclass
Principal Balance of the Class A-4 Certificates, (ii) the product of 1/12th of
% and the Class A Subclass Principal Balance of the Class A-5 Certificates,
(iii) the product of 1/12th of % and the Class A Subclass Principal Balance
of the Class A-6 Certificates and (iv) the product of 1/12th of % and the
Class A Subclass Principal Balance of the Class A-9 Certificates. It is expected
that, based on the approximate initial Class A Subclass Principal Balances set
forth above, the formula set forth in the preceding sentence will produce an
interest rate on the Class A Subclass Principal Balance of the Class A-9
Certificates applicable to Distribution Dates prior to the Cross-Over Date of
% per annum.
(3) On the Class A-LR Notional Amount.
The Offered Certificates will be purchased from the Seller by the
Underwriter and will be offered by the Underwriter from time to time 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 % of the initial
aggregate principal balance of the Offered Certificates, plus accrued interest
thereon and on an amount equal to the aggregate initial principal balance of the
Class A-10 Certificates at the rate of % per annum from 1, 199 to (but
not including) , 199 , before deducting expenses payable by the Seller
estimated to be $ . The price to be paid to the Seller has not been
allocated among the Offered Certificates. See "Underwriting" herein.
The Offered Certificates are offered when, as and if delivered to and
accepted by the Underwriter, subject to prior sale, withdrawal or modification
of the offer without notice, the approval of counsel and other conditions. It is
expected that the Offered Certificates will be delivered through the facilities
of The Depository Trust Company, or in the case of the Class A-9, Class A-R,
Class A-LR and Class M Certificates, at the offices of , New York,
New York, in each case, on or about , 199 .
--------------------------
[Underwriter]
, 199
<PAGE>
(CONTINUED FROM PREVIOUS PAGE)
of Certificates designated as the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-R and
Class A-LR Certificates. The Class A-10 Certificates are not offered hereby. The
Class M Certificates will not be divided into subclasses. The Class B
Certificates will consist of three subclasses of Certificates designated as the
Class B-1, Class B-2 and Class B-3 Certificates, none of which are offered
hereby. The Class A Certificates (other than the Class A-10 Certificates) and
the Class M Certificates are referred to herein collectively as the "Offered
Certificates."
The credit enhancement for the Series 199 -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 for at least nine
years. See "Summary Information--Credit Enhancement" and "--Effects of
Prepayments on Investment Expectations", "Description of the Certificates" and
"Prepayment and Yield Considerations" in this Prospectus Supplement.
The Series 199 - Certificates will evidence in the aggregate the entire
beneficial ownership interest in a trust fund (the "Trust Estate") 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 years, including loans secured by shares issued by
cooperative housing corporations (the "Mortgage Loans"), together with certain
related property, sold by The Prudential Home Mortgage Securities Company, Inc.
(the "Seller") and serviced by The Prudential Home Mortgage Company, Inc. (in
its capacity as servicer, the "Servicer," otherwise "PHMC"). See "Description of
the Mortgage Loans" herein. The Class A Certificates will initially evidence in
the aggregate an approximate % undivided interest in the principal balance
of the Mortgage Loans. The Class M Certificates will initially evidence in the
aggregate an approximate % undivided interest in the principal balance of
the Mortgage Loans. The remaining approximate % undivided interest in the
principal balance of the Mortgage Loans will be evidenced by the Class B
Certificates.
Distributions in respect of interest will be made on the 25th day of each
month or, if such day is not a business day, on the succeeding business day,
commencing in 199 , to the holders of Offered Certificates, as
described herein. The rights of the holders of the Class M Certificates to
receive distributions of interest will be subordinated to the rights of the
holders of the Class A Certificates to receive distributions of interest and
principal as described herein. The amount of interest accrued on any Subclass or
Class of Offered Certificates will be reduced by the amount of (i) any
Non-Supported Interest Shortfall and (ii) other losses allocable to such
Subclass or Class as described herein under "Description of the
Certificates--Interest." Distributions in reduction of the principal balance of
the Class A Certificates will be made monthly on each Distribution Date in an
aggregate amount equal to the Class A Principal Distribution Amount.
Distributions in reduction of the principal balance of the Class M Certificates
will be made monthly on each Distribution Date in an aggregate amount equal to
the Class M Principal Distribution Amount after the Class A Certificates have
received the Class A Distribution Amount and the Class M Certificates have
received their amount of interest due with respect to such Distribution Date.
Distributions in reduction of the principal balance of the Class A Certificates
on any Distribution Date will be allocated among the Subclasses of Class A
Certificates in the manner described herein under "Description of the
Certificates--Principal (Including Prepayments)." Such distributions to each
Subclass or undivided Class of Offered Certificates will be made pro rata among
Certificateholders of such Subclass or Class.
THE YIELD TO MATURITY OF THE OFFERED CERTIFICATES WILL BE SENSITIVE IN
VARYING DEGREES TO THE RATE AND TIMING OF PRINCIPAL PAYMENTS (INCLUDING
PREPAYMENTS) ON THE MORTGAGE LOANS, WHICH MAY BE PREPAID AT ANY TIME WITHOUT
PENALTY. 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, PARTICULARLY THE CLASS A-9 CERTIFICATES, 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 IN THE CLASS A-9 CERTIFICATES SHOULD ALSO CONSIDER
THE RISK THAT A RAPID RATE OF PAYMENTS IN RESPECT OF PRINCIPAL (INCLUDING
PREPAYMENTS) COULD RESULT IN THE FAILURE OF SUCH INVESTORS TO FULLY RECOVER
THEIR INITIAL INVESTMENTS. THE YIELD TO MATURITY OF THE CLASS M CERTIFICATES
WILL, IN ADDITION, BE MORE SENSITIVE TO THE AMOUNT AND TIMING OF LOSSES DUE TO
LIQUIDATIONS OF THE MORTGAGE LOANS THAN THE CLASS A CERTIFICATES, IN THE EVENT
THAT THE CLASS B PRINCIPAL BALANCE HAS 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-9, Class A-R, Class A-LR
and Class M 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.
There is currently no secondary market for the Offered Certificates and
there can be no assurance that a secondary market will develop or, if it 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. THE CLASS M CERTIFICATES MAY
NOT BE PURCHASED BY OR TRANSFERRED TO AN ERISA PLAN EXCEPT UPON THE DELIVERY OF
AN OPINION OF COUNSEL AS PROVIDED HEREIN. IN ADDITION, THE CLASS A-R AND CLASS
A-LR CERTIFICATES MAY NOT BE PURCHASED BY OR TRANSFERRED TO (I) A "DISQUALIFIED
ORGANIZATION" OR "BOOK-ENTRY NOMINEE," (II) EXCEPT UNDER CERTAIN LIMITED
CIRCUMSTANCES, PERSONS WHO ARE NOT "U.S. PERSONS," (III) AN ERISA PLAN OR (IV)
ANY PERSON OR ENTITY WHO THE TRANSFEROR HAS REASON TO BELIEVE INTENDS TO IMPEDE
THE ASSESSMENT OR COLLECTION OF ANY FEDERAL, STATE OR LOCAL TAXES LEGALLY
REQUIRED TO BE PAID WITH RESPECT THERETO. See "ERISA Considerations" and
"Description of the Certificates--Restrictions on Transfer of the Class A-R,
Class A-LR and Class M Certificates" herein, and "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.
For federal income tax purposes, the Trust Estate will consist of two real
estate mortgage investment conduits (each a "REMIC" or, in the alternative, the
"Lower-Tier REMIC" and the "Upper-Tier REMIC," respectively). As described more
fully herein and in the Prospectus, the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9 and Class A-10
Certificates, the Class M Certificates and each subclass of the Class B
Certificates will constitute "regular interests" in the Upper-Tier REMIC and the
Class A-R and Class A-LR Certificates will constitute the "residual interests"
in the Upper-Tier REMIC and Lower-Tier REMIC, respectively. PROSPECTIVE
INVESTORS ARE CAUTIONED THAT THE CLASS A-R CERTIFICATEHOLDER'S REMIC TAXABLE
INCOME AND THE TAX LIABILITY THEREON WILL,
S-2
<PAGE>
AND THE CLASS A-LR CERTIFICATEHOLDER'S REMIC TAXABLE INCOME AND THE TAX
LIABILITY THEREON MAY, EXCEED CASH DISTRIBUTIONS TO SUCH HOLDERS DURING CERTAIN
PERIODS, IN WHICH EVENT SUCH HOLDERS MUST HAVE SUFFICIENT ALTERNATIVE SOURCES OF
FUNDS TO PAY SUCH TAX LIABILITY. See "Summary Information--Federal Income Tax
Status" and "Federal Income Tax Considerations" herein and "Certain Federal
Income Tax Consequences--Federal Income Tax Consequences for REMIC Certificates"
in the Prospectus.
The Class A Certificates (other than the Class A-10 Certificates) represent
eleven Subclasses of a Class and the Class M Certificates represent a Class of a
separate Series of Certificates being offered by the Seller pursuant to the
Prospectus dated , 199 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.
------------------------
UNTIL , 199 , ALL DEALERS EFFECTING TRANSACTIONS IN THE OFFERED
CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS IS IN ADDITION TO THE
OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
S-3
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary Information........................................................ S-5
Risk Factors and Special Considerations.................................... S-19
General.................................................................. S-19
Subordination............................................................ S-19
Book-Entry System for Certain Subclasses of Class A Certificates......... S-19
Recent Developments...................................................... S-19
Description of the Certificates............................................ S-20
General.................................................................. S-20
Book-Entry Registration.................................................. S-20
Definitive Certificates.................................................. S-21
Distributions............................................................ S-21
Interest................................................................. S-23
Principal (Including Prepayments)........................................ S-26
CALCULATION OF AMOUNT TO BE DISTRIBUTED TO THE CLASS A CERTIFICATES..... S-26
CALCULATION OF AMOUNT TO BE DISTRIBUTED TO THE CLASS M CERTIFICATES..... S-29
ALLOCATION OF AMOUNT TO BE DISTRIBUTED TO THE CLASS A AND CLASS M
CERTIFICATES........................................................... S-30
Additional Rights of the Class A-R and Class A-LR Certificateholders..... S-31
Periodic Advances........................................................ S-31
[Financial Security Assurance Inc........................................ S-32]
Restrictions on Transfer of the Class A-R, Class A-LR and Class M
Certificates............................................................ S-34
Reports.................................................................. S-35
Subordination of Class M and Class B Certificates........................ S-35
ALLOCATION OF LOSSES.................................................... S-36
Description of the Mortgage Loans.......................................... S-39
Mandatory Repurchase or Substitution of Mortgage Loans................... S-45
Optional Repurchase of Defaulted Mortgage Loans.......................... S-45
Origination, Delinquency and Foreclosure Experience........................ S-46
Loan Origination......................................................... S-46
Delinquency and Foreclosure Experience................................... S-46
Prepayment and Yield Considerations........................................ S-50
Sensitivity of the Class A-9 Certificates................................ S-56
Pooling and Servicing Agreement............................................ S-57
General.................................................................. S-57
Voting................................................................... S-57
Trustee.................................................................. S-58
Servicing Compensation and Payment of Expenses........................... S-58
Optional Termination..................................................... S-58
Federal Income Tax Considerations.......................................... S-58
Regular Certificates..................................................... S-59
Residual Certificates.................................................... S-59
ERISA Considerations....................................................... S-60
Legal Investment........................................................... S-61
Secondary Market........................................................... S-62
Underwriting............................................................... S-62
Legal Matters.............................................................. S-62
[Experts................................................................... S-63]
Use of Proceeds............................................................ S-63
Ratings.................................................................... S-63
Index of Significant Prospectus Supplement Definitions..................... S-64
</TABLE>
S-4
<PAGE>
SUMMARY INFORMATION
THE FOLLOWING IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS SUPPLEMENT AND IN THE
ACCOMPANYING PROSPECTUS (THE "PROSPECTUS"). CAPITALIZED TERMS USED IN THIS
PROSPECTUS SUPPLEMENT AND NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS
ASSIGNED IN THE PROSPECTUS. SEE "INDEX OF SIGNIFICANT PROSPECTUS SUPPLEMENT
DEFINITIONS" HEREIN AND "INDEX OF SIGNIFICANT DEFINITIONS" IN THE PROSPECTUS.
<TABLE>
<S> <C>
Title of Securities.... Mortgage Pass-Through Certificates, Series 199 - (the
"Series 199 - Certificates" or the "Certificates").
Seller................. The Prudential Home Mortgage Securities Company, Inc.
(the "Seller"). See "The Seller" in the Prospectus.
Servicer............... The Prudential Home Mortgage Company, Inc. (in its
capacity as servicer, the "Servicer;" otherwise,
"PHMC"). See "Servicing of the Mortgage Loans" and
"PHMC--General" in the Prospectus.
Trustee................ First Trust National Association, a national banking
association (the "Trustee"). See "Pooling and Servicing
Agreement--Trustee" in this Prospectus Supplement.
Rating of
Certificates......... It is a condition to the issuance of the Series 199 -
Certificates offered by this Prospectus Supplement and
the Prospectus that they shall have been rated ["Aaa"
by [Moody's Investors Service, Inc. ("Moody's")] and
"AAA" by [Standard & Poor's Corporation ("S&P")] [Fitch
Investors Service, Inc. ("Fitch")]] ["Aa2" by [Moody's]
and "AA" by [S&P] [Fitch]] ["A" by [Moody's], [S&P]
[and] [Fitch]] ["Baa" by [Moody's] [and] "BBB" by
["S&P"] [Fitch]]. The ratings of [Moody's] [S&P] and
[Fitch] on mortgage pass-through certificates address
the likelihood of the receipt by the cer-
tificateholders of all distributions of principal and
interest to which such certificateholders are entitled.
The ratings by [Moody's] and [S&P] [Fitch] 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 199 - Certificates will consist of Class A
Certificates, Class M Certificates and 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, a type of interest referred to 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 199 - 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. See
"--Distributions of Principal and Interest" below.
Initially, the Class A Certificates will evidence in
the aggregate an approximate % (approximately
$ ) undivided interest in the initial
aggregate principal balance of the Mortgage Loans; the
Class M Certificates will evidence in the aggregate an
approximate % (approximately $ ) undivided
interest in the initial aggregate principal balance of
the Mortgage Loans; and the Class B Certificates will
evidence in the aggregate an approximate %
(approximately $ ) undivided
</TABLE>
S-5
<PAGE>
<TABLE>
<S> <C>
interest in the initial aggregate principal balance of
the Mortgage Loans. The relative interests in the
aggregate outstanding principal balance of the Mortgage
Loans represented by the Class A, 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 for a
specified period and the allocation of certain losses
and certain shortfalls first to the Class B
Certificates until the aggregate principal balance
thereof has been reduced to zero and then to the Class
M Certificates until the aggregate principal balance
thereof has been reduced to zero, prior to the
allocation of such losses and shortfalls to the Class A
Certificates, as discussed in "--Distributions of
Principal and of Interest" and "--Credit Enhancement"
below.
The Class A Certificates will consist of twelve
subclasses, designated as the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-R and Class
A-LR Certificates. The Class A-10 Certificates are not
offered hereby. The Class M Certificates will not be
divided into subclasses. The Class B Certificates will
consist of three subclasses, designated as the Class
B-1, Class B-2 and Class B-3 Certificates, none of
which are offered hereby. The Class A Certificates
(other than the Class A-10 Certificates) and Class M
Certificates are referred to in this Prospectus
Supplement as the "Offered Certificates." References to
the "Subordinated Certificates" are to the Class M and
Class B Certificates. The Class A-10 Certificates and
one or more of the subclasses of Class B Certificates
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 and Class M
Certificates as of the date of issuance of the Series
199 - Certificates and the approximate initial
aggregate principal balance of the Class A and Class M
Certificates as of the date of this Prospectus
Supplement will not, with respect to the Class A
Certificates (other than the Class A-10 Certificates),
exceed 5% of the initial aggregate principal balance of
such Class A Certificates stated on the cover of this
Prospectus Supplement and, with respect to the Class M
Certificates, will depend on the final subordination
levels for the Series 199 - Certificates. Any
difference allocated to the Class A Certificates will
be allocated among the subclasses of Class A
Certificates other than the Class A-10, Class A-R and
Class A-LR Certificates.
Forms of Certificates;
Denominations........ BOOK-ENTRY FORM. The Offered Certificates (other than
the Class A-9, Class A-R, Class A-LR and Class M
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--Definitive Certificates" in this
Prospectus Supplement. 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
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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
Registration" in this Prospectus Supplement.
The Book-Entry Certificates will be issued in minimum
denominations of $100,000 initial principal balance.
Any amounts in excess of $100,000 will be in integral
multiples of $1,000 initial principal balance.
CERTIFICATED FORM. The Class A-9, Class A-R, Class
A-LR and Class M Certificates will be offered in fully
registered, certificated form. Accordingly, an investor
in any such subclass or class will be issued a physical
certificate representing its ownership interest.
The Class A-9 Certificates will be issued in minimum
denominations of $ initial principal balance. Any
amounts in excess of $ will be in integral multiples
of $1 initial principal balance. The Class M
Certificates will be issued in minimum denominations of
$100,000 initial principal balance. Any amounts in
excess of $100,000 will be in integral multiples of
$1,000 initial principal balance. The Class A-R and
Class A-LR Certificates will each be issued in a single
certificate with a denomination of $ initial
principal balance. See "Description of the
Certificates--General" in this Prospectus Supplement.
Mortgage Loans......... MORTGAGE LOAN DATA. The Mortgage Loans, which are the
source of distributions to holders of the Series
199 - Certificates, are expected to consist of
conventional, fixed interest rate, monthly pay, fully
amortizing, one- to four-family, residential first
mortgage loans, having original terms to stated
maturity of approximately years, including loans
secured by shares issued by cooperative housing
corporations. 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.
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SELECTED MORTGAGE LOAN DATA
(AS OF THE CUT-OFF DATE)
Cut-Off Date: 1, 199
Number of Mortgage Loans:
Aggregate Unpaid Principal
Balance 1: $
Range of Unpaid Principal $ to $
Balances 1:
Average Unpaid Principal
Balance 1: $
Range of Interest Rates: % to %
Weighted Average Interest %
Rate 1:
Range of Remaining Terms to
Stated Maturity: months to months
Weighted Average Remaining
Term to Stated
Maturity 1: months
Range of Original
Loan-to-Value Ratios: % to %
Weighted Average Original
Loan-to-Value Ratio 1: %
1 approximate
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CHANGES TO POOL. A number of 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 199 - Certificates (which is expected to
occur on or about , 199 ). 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 199 - Certificates vary
materially from those described herein, revised
information regarding the Mortgage Loans will be made
available to purchasers of the Class A 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. See "Description of the Mortgage
Loans" in this Prospectus Supplement.
Subsequent to the issuance of the Series 199 -
Certificates, certain Mortgage Loans may be removed
from the pool through repurchase or, under certain
circumstances, 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 representa-
tions and warranties concerning the Mortgage Loans. See
"Description of the Mortgage Loans--Mandatory
Repurchase or Substitution of Mortgage Loans" in this
Prospectus Supplement. The Seller may also repurchase
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defaulted Mortgage Loans. See "Description of the
Mortgage Loans-- Optional Repurchase of Defaulted
Mortgage Loans" in this Prospectus Supplement.
The Servicer 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 199 -
Certificates. See "Pooling and Servicing
Agreement--Optional Termination" in this Prospectus
Supplement.
Distributions of
Principal and
Interest............. DISTRIBUTIONS IN GENERAL. Distributions on the Series
199 - 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 199 , 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
DTC.
The amount available for distribution on any
Distribution Date is primarily a function of the amount
remitted by mortgagors of the Mortgage Loans in payment
of their scheduled installments of principal and
interest, as well as the amount of prepayments made by
the mortgagors and proceeds from liquidations of
defaulted Mortgage Loans.
On any Distribution Date, holders of the Class A
Certificates will be entitled to receive all amounts
due them before any distributions are made to holders
of the Class M and Class B Certificates on that
Distribution Date. The amount that is available to be
distributed on any Distribution Date will be allocated
first to pay interest due holders of the Class A
Certificates and then, if the amount available for
distribution exceeds the amount of interest due holders
of the Class A Certificates, to reduce the outstanding
principal balance of the Class A Certificates. The
likelihood that a holder of a particular subclass of
the Class A 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 heading
"Description of the Certificates--Principal (Including
Prepayments)--Allocation of Amount to be Distributed to
the Class A and Class M Certificates," in this
Prospectus Supplement.
After all amounts due on the Class A Certificates for
any Distribution Date have been paid, the amount
remaining will be distributed, in the following order,
to (i) pay interest due holders of the Class M
Certificates, (ii) reduce the outstanding principal
balance of the Class M Certificates, (iii) pay interest
due to the holders of the Class B Certificates and (iv)
reduce the outstanding principal balance of the Class B
Certificates.
If any mortgagor is delinquent in the payment of
principal or interest on a Mortgage Loan in any month,
the Servicer will advance such payment unless the
Servicer determines that the delinquent amount will not
be recoverable by it from liquidation proceeds or other
recoveries on the related Mortgage Loan. See
"Description of the Certificates--Periodic Advances."
INTEREST DISTRIBUTIONS. The amount of interest to which
holders of each subclass or class of Offered
Certificates, other than the Class A-9 and
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Class A-LR Certificates, will be entitled each month is
calculated based on the outstanding principal balance
of that subclass or class, as of the related
Distribution Date. Interest will accrue each month on
each such subclass or class according to the following
formula: 1/12th of the pass-through rate for such
subclass or class multiplied by the outstanding
principal balance of such subclass or class as of the
related Distribution Date. The pass-through rate for
each such subclass or class is the percentage set forth
on the cover of this Prospectus Supplement.
The amount of interest to which holders of the Class
A-9 Certificates are entitled each month is calculated
based on the outstanding principal balances of certain
subclasses of the Class A Certificates. Interest will
accrue on the Class A-9 Certificates each month in an
amount equal to the sum of (i) the product of 1/12th of
% and the outstanding principal balance of the Class
A-4 Certificates, (ii) the product of 1/12th of %
and the outstanding principal balance of the Class A-5
Certificates, (iii) the product of 1/12th of % and
the outstanding principal balance of the Class A-6
Certificates and (iv) the product of 1/12th of % and
the outstanding principal balance of the Class A-9
Certificates. It is expected that, based on the
approximate initial principal balances set forth on the
cover of this Prospectus Supplement, the formula set
forth in the preceding sentence will produce an
interest rate on the principal balance of the Class A-9
Certificates applicable to Distribution Dates prior to
the date on which the principal balance of the
Subordinated Certificates has been reduced to zero of
% per annum. In each case, the outstanding
principal balance for each such subclass will be
calculated as of the related Distribution Date before
taking into account distributions of principal for such
Distribution Date.
The amount of interest to which the holder of the Class
A-LR Certificate is entitled each month is calculated
based on a "notional amount," which is an amount other
than the actual outstanding principal balance of such
subclass. The method of determining the notional amount
of the Class A-LR Certificate is described under
"Description of the Certificates--Interest" in this
Prospectus Supplement. Interest will accrue on the
Class A-LR Certificate each month in an amount equal to
the product of (i) 1/12th of % and (ii) the notional
amount of the Class A-LR Certificate.
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. Any such
shortfalls that result from principal prepayments IN
FULL will be offset from aggregate servicing fees that
would otherwise be payable to the Servicer on any
Distribution Date, but only to the extent of servicing
fees payable with respect to that Distribution Date.
Shortfalls in collections of interest resulting from
principal prepayments IN FULL, to the extent they
exceed the aggregate servicing fees, will be allocated
pro rata, based on interest accrued, among all classes
and subclasses of the Series 199 - Certificates. Any
shortfalls of interest that result from the timing of
PARTIAL principal prepayments or liquidations of
defaulted Mortgage Loans will not be offset by the
servicing fees and will not be allocated pro rata but
instead will be borne first by the
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Class B Certificates, second by the Class M
Certificates and finally by the Class A Certificates.
See "Description of the Certificates--Subordination of
the 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 199 -
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 shortfalls and losses allocable to the Class A
Certificates as described in the two immediately
preceding paragraphs), the amount of interest to be
distributed will be allocated among the outstanding
subclasses of Class A Certificates pro rata in
accordance with their respective entitlements to
interest, and the amount of any deficiency will be
added to the amount of interest that the 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 has
been made, is insufficient to permit distribution in
full of accrued interest on the Class M Certificates
(net of any 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 ac-
crue on such deficiencies.
Interest on the Class A and Class M 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 are entitled each month will be comprised
of a percentage of the scheduled payments of principal
on the Mortgage Loans and a percentage of certain
unscheduled payments of principal on the Mortgage
Loans. The percentage of scheduled payments will be
equal, on each Distribution Date, to the fraction that
represents the ratio of the then-outstanding principal
balance of the Class A Certificates to the aggregate
outstanding principal balance of the Mortgage Loans
(based on their amortization schedules then in effect).
The percentage of certain unscheduled payments will be
equal to the percentage described in the preceding
sentence plus an additional amount equal to a percent-
age of the principal otherwise distributable to the
holders of the Subordinated Certificates. As a result,
the percentage of certain unscheduled principal
payments otherwise distributable to the holders of the
Subordinated Certificates that is instead distributable
to the holders of the Class A Certificates will be
equal to 100% during the first five years beginning on
the first Distribution Date and will 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" in this Prospectus
Supplement, until in year
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ten and each year thereafter it is 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 Mortgage Loans equal, in
each case, to 100% less the applicable percentage for
the Class A Certificates described above.
Except as described below under "--Effect of
Subordination Levels on Principal Distributions", on
each Distribution Date, the Class M 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-out-
standing principal balance of the Class M Certificates
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 is the amount
remaining after deducting the amount of interest
distributable on the Class A Certificates from the
total amount collected that is available to be
distributed to holders of the Series 199 -
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 Prepay-
ments)--Allocation of Amount to be Distributed" in this
Prospectus Supplement.
The amount that is available for distribution to the
holders of the Class M Certificates on any Distribution
Date as a distribution of principal is the amount
remaining after all interest and principal
distributions due on the Class A Certificates 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
199 - Certificates.
EFFECT OF SUBORDINATION LEVELS ON PRINCIPAL
DISTRIBUTIONS. In order to preserve the availability of
the original subordination levels as protection against
losses on the Class M and Class B-1 Certificates, some
or all of the subclasses of the Class B Certificates,
as described below, may not be entitled on certain
Distribution Dates to distributions of principal and
the principal balance of such subclasses will not be
considered for purposes of the 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, Class M and Class B
Certificates is less than such percentage was upon the
initial issuance of the Series 199 - 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 Certificates, if on any
Distribution Date the percentage obtained by dividing
the outstanding principal balances of the subclasses of
Class B Certificates with higher numerical designations
by the sum of the outstanding principal balances of the
Class A, Class M and Class B Certificates is less than
such percentage was upon the initial issuance of the
Series 199 - Certificates, then such Class B
subclasses
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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 Class B-1
Certificates. In such a case, the Class M Certificates
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 would have received had all sub-
classes of the 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 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 the Class B Certificates
to receive distributions will be subordinated to the
rights of the holders of the Class A and Class M
Certificates 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) and the Class M
Certificates (to the extent of the subordination of the
Class B Certificates) 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.
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 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 M and Class B Certificates; and (ii) by the
allocation to the holders of the Class M and Class B
Certificates 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 holders of the Class A Certificates.
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 holders of the Class B Certificates 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 holders of the
Class M Certificates.
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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. This allocation has the effect of
accelerating the amortization of the Class A Certifi-
cates 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 interest in the principal
balance of the Mortgage Loans evidenced by the
Subordinated Certificates.
EXTENT OF LOSS COVERAGE. Realized losses on Mortgage
Loans, other than losses that are (i) attributable to
"special hazards" not insured against under a standard
hazard insurance policy, (ii) incurred on defaulted
Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loans or (iii)
attributable to certain actions which may be taken by a
bankruptcy court in connection with a Mortgage Loan,
including a reduction by a bankruptcy court of the
principal balance of or the interest rate on a Mortgage
Loan or an extension of its maturity, will not be
allocated to the Class A Certificates until the date on
which the aggregate principal balance of the Class M
and Class B Certificates (which aggregate balance is
expected initially to be approximately $ ) has
been reduced to zero and 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 $ ) has been reduced to zero.
Such losses will be allocated first among the
subclasses of the Class B Certificates, in reverse
numerical order (that is, to the Class B-3, Class B-2
and Class B-1 Certificates) and second to the Class M
Certificates.
With respect to any Distribution Date, the availability
of the credit enhancement provided by the Class B and
Class M Certificates subsequent to the first
Distribution Date will be affected by the prior
reduction of the principal balances of the Class M and
Class B Certificates. Reduction of the principal
balance of the Class M Certificates and each subclass
of the Class B Certificates will result from (i) the
prior allocation of losses on 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 class or subclasses. As of the date of issuance
of the Series 199 - Certificates, the amount of losses
attributable to special hazards, fraud and bankruptcy
that will be absorbed solely by the holders of the
Class B Certificates and then solely by the holders of
the Class M Certificates will be approximately %,
% and %, respectively, of the aggregate principal
balance of the Mortgage Loans as of the Cut-Off Date
(approximately $ , $ and $ ,
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, such losses will be
shared pro rata by the subclasses of Class A Certifi-
cates, the Class M Certificates and the subclasses of
Class B Certificates. After the principal balances of
the Class M and Class B Certificates have
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been reduced to zero, such losses will be shared pro
rata by the subclasses of Class A Certificates based on
their then-outstanding principal balances. Under
certain circumstances, the limits set forth above may
be reduced as described under "Description of the
Certificates--Subordination of the 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 THE CLASS
A CERTIFICATES, IN THE EVENT THAT THE PRINCIPAL BALANCE
OF THE CLASS B CERTIFICATES HAS 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 can not 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
will be more sensitive to prepayments on the Mortgage
Loans than the Class M Certificates due to the
disproportionate allocation of such prepayments to
investors in the Class A Certificates then entitled to
principal distributions during the [nine] years
beginning on the first Distribution Date. The actual
yield to the holder of an Offered Certificate may not
be equal to the yield anticipated at the time of
purchase of the Certificate or, notwithstanding that
the actual yield is equal to the yield anticipated at
that time, the total return on investment expected by
the investor or the expected weighted average life of
the Certificate may not be realized. These effects are
summarized below. IN DECIDING WHETHER TO PURCHASE ANY
OFFERED CERTIFICATES, AN INVESTOR SHOULD MAKE AN
INDEPENDENT DECISION AS TO THE APPROPRIATE PREPAYMENT
ASSUMPTIONS TO BE USED.
YIELD. If an investor purchases an Offered Certificate
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
purchaser's invested principal) will approximate the
pass-through rate on that Certificate. If an investor
pays less or more than the unpaid principal balance of
the 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. AN INVESTOR THAT PURCHASES
ANY OFFERED CERTIFICATES AT A DISCOUNT SHOULD CAREFULLY
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, PARTICULARLY THE CLASS A-9
CERTIFICATES, SHOULD CONSIDER THE RISK
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THAT A FASTER THAN ANTICIPATED RATE OF PRINCIPAL
PAYMENTS ON THE MORTGAGE LOANS WILL RESULT IN AN ACTUAL
YIELD THAT IS LOWER THAN SUCH INVESTOR'S EXPECTED
YIELD.
The yield on the Class A-9 Certificates, which are
expected to be offered at a substantial premium over
their initial principal balances, will be sensitive to
both the timing of receipt of prepayments and the
overall rate of prepayment on the Mortgage Loans. This
particular sensitivity is separately displayed in a
table appearing under the heading "Prepayment and Yield
Considerations" in this Prospectus Supplement.
INVESTORS IN THE CLASS A-9 CERTIFICATES SHOULD CONSIDER
THE RISK THAT A RAPID RATE OF PRINCIPAL PAYMENTS ON THE
MORTGAGE LOANS COULD RESULT IN THE FAILURE OF SUCH
INVESTORS TO FULLY RECOVER THEIR INITIAL INVESTMENTS.
REINVESTMENT RISK. As stated above, if a Certificate
is purchased at an amount equal to its unpaid principal
balance, 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 purchaser's investment, including an investor
who purchases at par, will be reduced to the extent
that principal distributions received on its
Certificate can not 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 prepay-
ments on the Mortgage Loans may coincide with periods
of high prevailing market interest rates. During such
periods, it is less likely that mortgagors will elect
to prepay or refinance Mortgage Loans and, therefore,
the amount of principal distributions available to an
investor for reinvestment at such high prevailing
interest rates may be relatively small.
WEIGHTED AVERAGE LIFE VOLATILITY. One indication of
the impact of varying prepayment speeds on a security
is the change in its weighted average life. The
"weighted average life" of an Offered Certificate 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 extension of the
weighted average life of a Certificate; high rates, in
the shortening of such weighted average life. In gener-
al, 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 "Prepayment and Yield
Considerations" in this Prospectus Supplement.
Federal Income Tax
Status............... For federal income tax purposes, the Trust Estate will
consist of two real estate mortgage investment conduits
(the "Upper-Tier REMIC" and the "Lower-Tier REMIC",
respectively). The Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8,
Class A-9,
</TABLE>
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<TABLE>
<S> <C>
Class A-10 and Class M Certificates and each subclass
of the Class B Certificates will be designated as the
regular interests in the Upper-Tier REMIC, and the
Class A-R Certificate and Class A-LR Certificate will
be designated as the residual interests in the
Upper-Tier REMIC and Lower-Tier REMIC, respectively.
The Regular Certificates 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- Certificates will be
issued at a premium and that the Class A- and Class M
Certificates will be issued with DE MINIMIS original
issue discount for federal income tax purposes.
Although not free from doubt, it is anticipated that
the Class A- Certificates will be considered to be
issued with original issue discount in an amount equal
to the excess of all distributions of principal and
interest thereon over their issue price (including
accrued interest), and the Seller intends to report
income in respect of such subclass of Certificates in
this manner. The Class A-10 Certificates (not offered
hereby) also will be treated as issued with original
issue discount for federal income tax purposes.
Holders of the Class A-R and Class A-LR Certificates
will be required to include the taxable income or loss
of the Upper-Tier REMIC and the Lower-Tier REMIC,
respectively, in determining their federal taxable
income. It is anticipated that all or a substantial
portion of the taxable income of the Upper-Tier REMIC
and Lower-Tier REMIC includible by the Class A-R and
Class A-LR Certificateholders, respectively, will be
treated as "excess inclusion" income subject to special
limitations for federal income tax purposes. FURTHER,
SIGNIFICANT RESTRICTIONS APPLY TO THE TRANSFER OF THE
CLASS A-R AND CLASS A-LR CERTIFICATES. THE CLASS A-R
CERTIFICATE [WILL] [WILL NOT], AND THE CLASS A-LR
CERTIFICATE [MAY] [MAY NOT], BE CONSIDERED "NONECONOMIC
RESIDUAL INTERESTS," CERTAIN TRANSFERS OF WHICH MAY BE
DISREGARDED FOR FEDERAL INCOME TAX PURPOSES.
See "Description of the Certificates--Restrictions on
Transfer of the Class A-R, Class A-LR and Class M
Certificates" and "Federal Income Tax Considerations"
in this Prospectus Supplement and "Certain Federal In-
come Tax Consequences--Federal Income Tax Consequences
for REMIC Certificates" in the Prospectus.
ERISA Considerations... A fiduciary of any employee benefit plan subject to the
Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or the Internal Revenue Code of
1986, as amended (the "Code"), should carefully review
with its legal advisors whether the purchase or holding
of Class A or Class M Certificates could give rise to a
transaction prohibited or not otherwise permissible
under ERISA or the Code. BECAUSE THE CLASS M
CERTIFICATES ARE SUBORDINATED TO THE CLASS A
CERTIFICATES, THE CLASS M CERTIFICATES MAY NOT BE
PURCHASED BY OR TRANSFERRED TO AN ERISA PLAN EXCEPT
UPON THE DELIVERY OF AN OPINION OF COUNSEL AS DESCRIBED
UNDER "ERISA CONSIDERATIONS" IN THIS PROSPECTUS
SUPPLEMENT. NEITHER THE CLASS A-R CERTIFICATE NOR THE
CLASS A-LR CERTIFICATE MAY BE PURCHASED BY OR
TRANSFERRED TO AN ERISA PLAN. See "ERISA
Considerations" in this Prospectus Supplement and in
the Prospectus.
</TABLE>
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<TABLE>
<S> <C>
Legal Investment....... [The Offered Certificates constitute "mortgage related
securities" for purposes of the Secondary Mortgage
Market Enhancement Act of 1984 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 Certificates are
legal investments for certain entities to the extent
provided in such act. However, there are regulatory
requirements and considerations applicable to regulat-
ed financial institutions and restrictions on the
ability of such institutions to invest in certain types
of mortgage related securities.] [The Offered Certifi-
cates will not constitute "mortgage related securities"
under the Secondary Mortgage Market Enhancement Act of
1984. The appropriate characterization of the Offered
Certificates under various legal investment restric-
tions, and thus the ability of investors subject to
these restrictions to purchase Offered Certificates,
may be subject to significant interpretive
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 Certificates will constitute legal
investments for them.] Prospective purchasers of the
Offered Certificates should consult their own legal,
tax and accounting advisors in determining the
suitability of and consequences to them of the
purchase, ownership and disposition of the Offered
Certificates. See "Legal Investment" in this Prospectus
Supplement.
</TABLE>
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RISK FACTORS AND SPECIAL CONSIDERATIONS
GENERAL
The rate of distributions in reduction of the principal balance of any
Subclass or Class of Certificates, the aggregate amount of distributions of
principal and interest on any Subclass or Class of Certificates and the yield to
maturity of any Subclass or Class of 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 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, optional repurchase by the Seller of defaulted
Mortgage Loans and optional purchase by the Servicer of all of the Mortgage
Loans in connection with the termination of the Trust Estate. See "Description
of the Mortgage Loans--Optional Repurchase of Defaulted Mortgage Loans" and
"Pooling and Servicing Agreement--Optional Termination" herein and "The Trust
Estates--Mortgage Loans--Assignment of Mortgage Loans to the Trustee,"
"--Optional Repurchases" and "The Pooling and Servicing Agreement--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 significantly 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 significantly 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
carefully 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, particularly the Class A-9 Certificates, should
consider the risk that a faster than anticipated rate of principal payments on
the Mortgage Loans will result in an actual yield that is lower than such
investor's expected yield. See "Prepayment and Yield Considerations" herein.
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 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 and Class M Certificates, 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
Since transactions in the Offered Certificates (other than the Class A-9,
Class A-R, Class A-LR and Class M Certificates) (the "Book-Entry Certificates")
generally can be effected only through DTC, Participants and Indirect
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 Servicer, or
a paying agent on behalf of the Servicer, to Cede, as nominee for DTC. Also,
issuance of the Book-Entry Certificates in book-entry form may reduce the
liquidity thereof in any secondary trading market that may develop therefor
because investors may be unwilling to purchase securities for which they cannot
obtain delivery of physical certificates. See "Description of the
Certificates--Book-Entry Registration" herein.
RECENT DEVELOPMENTS
The Seller and the Servicer are each either a direct or indirect, wholly
owned subsidiary of Residential Services Corporation of America, which is a
direct, wholly owned subsidiary of The Prudential Insurance Company of America,
a mutual insurance company organized under the laws of the State of New Jersey
("Prudential Insurance"). On March 15, 1995, Prudential Insurance announced its
intention to sell Residential Services Corporation of America, including all of
its subsidiary operations. Such sale may be effected through the sale of either
the stock or assets of Residential Services Corporation of America or such
subsidiary operations, including the Seller or the Servicer. However, Prudential
Insurance has not entered into an agreement for the sale of Residential Services
Corporation of America, the Seller or the Servicer as of the date of this
Prospectus Supplement.
See "Risk Factors and Special Considerations" in the Prospectus.
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<PAGE>
DESCRIPTION OF THE CERTIFICATES
GENERAL
The Book-Entry Certificates will be issued only in book-entry form, except
as described below. The Book-Entry 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. Offered Certificates issued
in fully registered, certificated form are referred to herein as "Definitive
Certificates." The Class A-9 Certificates will be issued as Definitive
Certificates in minimum denominations of $ initial principal balance and
integral multiples of $1 initial principal balance in excess thereof. The Class
M Certificates will be issued as Definitive Certificates in minimum
denominations of $100,000 initial principal balance and integral multiples of
$1,000 initial principal balance in excess thereof. The Class A-R and Class A-LR
Certificates will each be issued as a single Definitive Certificate with a
denomination of $ initial principal balance.
Each Subclass of Book-Entry Certificates initially will be represented by a
single 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
certificate representing such person's interest in the Book-Entry Certificates,
except as set forth below under "--Definitive Certificates." 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 Participants (as defined below), 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 "--Book-Entry
Registration" below.
BOOK-ENTRY REGISTRATION
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 UCC 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
("Participants") and to facilitate the clearance and settlement of securities
transactions among Participants through electronic book-entries, thereby
eliminating the need for physical movement of certificates. Participants include
securities brokers and dealers (including the Underwriter), 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 Participant,
either directly or indirectly ("Indirect 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 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. Participants and
Indirect 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 Participants or Indirect Participants but
desire to purchase, sell or otherwise transfer ownership of, or other interests
in, Book-Entry Certificates may do so only through Participants and Indirect
Participants. In addition, Beneficial Owners will receive all distributions of
principal and interest from the Servicer, or a paying agent on behalf of the
Servicer, through DTC Participants. DTC will forward such distributions to its
Participants, which thereafter will forward them to Indirect Participants or
Beneficial Owners. Beneficial Owners will not be recognized by the Trustee, the
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
Participants.
Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect 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
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<PAGE>
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 Servicer, or
a paying agent on behalf of the 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 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 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 Participants whose
holdings of Book-Entry Certificates evidence such Voting Interests authorize
divergent action.
Neither the Seller, the 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.
DEFINITIVE CERTIFICATES
The Class A-9, Class A-R, Class A-LR and Class M Certificates will be issued
as Definitive Certificates. Further, Book-Entry Certificates will be converted
to Definitive Certificates and re-issued to Beneficial Owners or their nominees,
rather than to DTC or its nominee, only if (i) the Servicer advises the Trustee
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 Servicer is unable to locate a qualified successor, (ii) the 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 Servicer under the Pooling
and Servicing Agreement, Beneficial Owners representing not less than 51% of the
Voting Interests of each outstanding class of 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
Participants of the availability of Definitive Certificates. Upon surrender by
DTC of the definitive 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.
Distributions of principal of, and interest on, the Book-Entry Certificates will
thereafter be made by the Servicer, or a paying agent on behalf of the Servicer,
directly to holders of Definitive Certificates in accordance with the procedures
set forth in the Pooling and Servicing Agreement.
Definitive Certificates will be transferable and exchangeable at the offices
of the Trustee or the certificate registrar. No service charge will be imposed
for any registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other governmental charge
imposed in connection therewith.
DISTRIBUTIONS
Distributions of interest and in reduction of principal balance to holders
of Class A Certificates of each Subclass will be made monthly, to the extent of
each Subclass' 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 199 , in an aggregate amount equal to the Class A
Distribution Amount. Distributions of interest and in reduction of principal
balance to holders of Class M Certificates will be made monthly, to the extent
of the Class M Certificates' entitlement thereto, on each Distribution Date in
an aggregate amount equal to the Class M Distribution Amount after all amounts
in respect of interest and principal due on the Class A Certificates for such
Distribution Date including all previously unpaid Class A Subclass Interest
Shortfall Amounts with respect to any Subclass of Class A Certificates have been
paid. 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 day of the preceding month
(each, a "Record Date"), except that the final distribution in respect of each
Class A Certificate of any Subclass and each Class M Certificate will only be
made
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upon presentation and surrender of such Class A or Class M Certificate at the
office or agency appointed by the Trustee and specified in the notice of final
distribution in respect of such Subclass of Class A Certificates or Class M
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 Servicer
after the Cut-Off Date (except for amounts due on or prior to the Cut-Off Date),
or received by the 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 Determination Date in
the month in which such Distribution Date occurs, plus (i) all Periodic Advances
made by the Servicer, (ii) all withdrawals from any reserve fund established to
provide support for the Servicer's obligation to make advances, as described
under "--Periodic Advances" below and (iii) all other amounts required to be
placed in the Certificate Account by the Servicer pursuant to the Pooling and
Servicing Agreement, but excluding the following:
(a) amounts received as late payments of principal or interest
respecting which the Servicer previously has made one or more unreimbursed
Periodic Advances or an unreimbursed advance has been made from the Reserve
Fund, if established;
(b) any unreimbursed Periodic Advances or unreimbursed advances from the
Reserve Fund, if established, 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 in respect of
Prepayment Interest Shortfalls as described under "--Interest" below;
(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 and all proceeds of any Mortgage
Loans, or property acquired in respect thereof, liquidated, foreclosed,
purchased or repurchased pursuant to the Pooling and Servicing Agreement,
received on or after the Due Date occurring in the month in which such
Distribution Date occurs, and all partial principal prepayments received by
the Servicer on or after the Determination Date occurring in the month in
which such Distribution Date occurs, and all related payments of interest on
such amounts;
(f) to the extent permitted by the Pooling and Servicing Agreement,
that portion of Liquidation Proceeds or insurance proceeds with respect to a
Mortgage Loan which represents any unpaid Servicing Fee to which the
Servicer is entitled;
(g) all amounts representing certain expenses reimbursable to the
Servicer and other amounts permitted to be retained by the Servicer or
withdrawn by the Servicer from the Certificate Account pursuant to the
Pooling and Servicing Agreement;
(h) all amounts in the nature of late fees, assumption fees, prepayment
fees and similar fees which the Servicer is entitled to retain as additional
servicing compensation;
(i) reinvestment earnings on payments received in respect of the
Mortgage Loans; and
(j) Net Foreclosure Profits.
On each Distribution Date, the Pool Distribution Amount will be allocated
among the Classes 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 each Subclass 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;
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SECOND, to each Subclass 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, to each Subclass of Class A Certificates, in an aggregate amount
up to the Class A 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 to the Class A and Class M Certificates;"
FOURTH, to the Class M Certificates in an amount up to the Class M
Interest Accrual Amount with respect to such Distribution Date;
FIFTH, to the Class M Certificates in an amount up to the previously
unpaid Class M Interest Shortfall Amount;
SIXTH, to the Class M Certificates in an amount up to the Class M
Optimal Principal Amount; and
SEVENTH, sequentially to the Class B-1, Class B-2 and Class B-3
Certificates so that each subclass shall receive first an amount up to its
Class B Subclass Interest Accrual Amount with respect to such Distribution
Date, second an amount up to its previously unpaid subclass interest
shortfall amount and then an amount up to its subclass optimal principal
amount before any subclasses of Class B Certificates with a higher numerical
designation receive any payments in respect of interest or principal.
The "Class A Distribution Amount" for any Distribution Date will be equal to
the sum of the amounts distributed in accordance with priorities FIRST through
THIRD 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 FOURTH through
SIXTH of the Pool Distribution Amount Allocation set forth above.
The undivided percentage interest (the "Percentage Interest") represented by
any Class A Certificate of a Subclass or Class M Certificate 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 which will accrue on each Subclass of Class A
Certificates during each month 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 Offered Certificates, other than the Class
A-9 and Class A-LR Certificates, will equal 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. The Pass-Through Rate for each such Subclass
is the percentage set forth on the cover of this Prospectus Supplement. The
Class A Subclass Interest Accrual Amount for the Class A-9 Certificates will
equal the sum of (i) the product of 1/12th of % and the Class A Subclass
Principal Balance of the Class A-4 Certificates, (ii) the product of 1/12th of
% and the Class A Subclass Principal Balance of the Class A-5 Certificates,
(iii) the product of 1/12th of % and the Class A Subclass Principal Balance
of the Class A-6 Certificates and (iv) the product of 1/12th of % and the
Class A Subclass Principal Balance of the Class A-9 Certificates. It is expected
that, based on the approximate initial Class A Subclass Principal Balances set
forth on the cover of this Prospectus Supplement, the formula set forth in the
preceding sentence will produce an interest rate on the Class A Subclass
Principal Balance of the Class A-9 Certificates applicable to Distribution Dates
prior to the Cross-Over Date of % per annum. The Class A Subclass
Interest Accrual Amount for the Class A-LR Certificate will equal the product of
(i) 1/12th of % and (ii) the Class A-LR Notional Amount. The Class A Subclass
Interest Accrual Amount for the Class A-10 Certificates will equal the product
of (i) 1/12th of (a) the weighted average of the Net Mortgage Interest Rates (as
defined below) of the Mortgage Loans as of the first day of such month minus (b)
% and (ii) the Class A-10 Notional Amount. Each Class A Subclass Interest
Accrual Amount will be reduced by the portion of (i) any Non-Supported Interest
Shortfall allocable to such Subclass and (ii) the interest portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocable to such Subclass.
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The amount of interest which will accrue on the Class M Certificates during
each month is referred to herein as the "Class M Interest Accrual Amount." The
Class M Interest Accrual Amount will equal the product of (i) 1/12th of % and
(ii) the outstanding Class M Principal Balance. The Class M Interest Accrual
Amount will be reduced by (i) the portion of any Non-Supported Interest
Shortfall allocable to the Class M Certificates and (ii) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocable to the Class M Certificates.
Each subclass of Class B Certificates will accrue interest during each month
at a Pass-Through Rate of % per annum. The amount of interest accrued on each
subclass during each month (the "Class B Subclass Interest Accrual Amount") will
equal the product of (i) 1/12th of % and (ii) the outstanding Class B
Subclass Principal Balance of such subclass. Each Class B Subclass Interest
Accrual Amount will be reduced by (i) the portion of any Non-Supported Interest
Shortfalls allocable to such subclass and (ii) the interest portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocable to such subclass as described below.
The "Class A Subclass Principal Balance" of a Subclass of Class A
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'
pro rata share of the principal portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses previously allocated to the holders of
Class A 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 may be subject to
further reduction in an amount equal to such Subclass' pro rata share of the
difference, if any, between (a) the Class A Principal Balance as of such
Determination Date without regard to this provision and (b) the Adjusted Pool
Amount 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 on the basis of their
then-outstanding Class A Subclass Principal Balances immediately prior to the
applicable 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 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 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 previously allocated to the
holders of the Class M Certificates in the manner described herein under
"--Subordination of Class M and Class B Certificates--Allocation of Losses" and
(b) the Adjusted Pool Amount as of the preceding Distribution Date less the
Class A Principal Balance as of such Determination Date.
The "Class B Subclass Principal Balance" of a subclass of Class B
Certificates as of any Determination Date will be the lesser of (a) the initial
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 previously allocated 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 the Class A Principal Balance, the
Class M Principal Balance and the Class B Subclass Principal Balances of the
subclasses of Class B Certificates with lower numerical designations.
The "Class B Principal Balance" as of any date will be equal to the sum of
the Class B Subclass Principal Balance 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 199 - Certificates on such Distribution Date and all prior
Distribution Dates and (ii) the principal portion of all Realized Losses
incurred on the Mortgage Loans from the Cut-Off Date through the end of the
month preceding such Distribution Date.
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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 Servicing Fee rate of 0.20% per annum. See "Pooling and Servicing
Agreement--Servicing Compensation and Payment of Expenses" herein.
The "Class A-10 Notional Amount" with respect to each Distribution Date will
be equal to the Pool Scheduled Principal Balance, as defined under "--Principal
(Including Prepayments)" below, as of such Distribution Date. The Class A-10
Notional Amount with respect to the first Distribution Date will be
approximately $ less any partial principal prepayments received in
199 .
The "Class A-LR Notional Amount" with respect to each Distribution Date will
be equal to the sum of the Class A Subclass Principal Balance of the Class A-LR
Certificate and the Class A Subclass Principal Balance of the Class A-10
Certificates. The Class A-LR Notional Amount with respect to the first
Distribution Date will be $ .
Interest shortfalls resulting from principal prepayments in full of Mortgage
Loans ("Prepayment Interest Shortfalls") will be offset to the extent of the
aggregate Servicing Fees relating to mortgagor payments or other recoveries
distributed on the related Distribution Date. To the extent that the aggregate
Prepayment Interest Shortfalls with respect to a Distribution Date exceed the
aggregate Servicing Fees relating to mortgagor payments or other recoveries
distributed on such Distribution Date, the resulting interest shortfall (the
"Non-Supported Interest Shortfall") will be allocated to (i) the Class A
Certificates according to the Class A Percentage and (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 Principal Balance, Class M Principal Balance and Class B Principal
Balance. Such allocation of Non-Supported Interest Shortfalls will reduce the
amount of interest due to be distributed to holders of the Class A Certificates
and Class M Certificates, respectively, then entitled to distributions in
respect of interest. Any such reduction in respect of interest will be allocated
among the Subclasses of Class A Certificates pro rata on the basis of their
respective Class A Subclass Interest Accrual Amounts for such Distribution Date.
See "Servicing of the Mortgage Loans--Adjustment to Servicing Fee in Connection
with Prepaid Mortgage Loans" in the Prospectus. Interest shortfalls resulting
from the timing of the receipt of partial principal prepayments on the Mortgage
Loans will not be offset by Servicing Fees and will, on each Distribution Date
occurring prior to the Cross-Over Date, be allocated first to the subclasses of
Class B Certificates in reverse numerical order and then to the Class M
Certificates before being borne by the Class A Certificates. On each
Distribution Date occurring on or after the Cross-Over Date, any interest
shortfalls resulting from the timing of the receipt of partial principal
prepayments will be allocated to the Class A Certificates in the same manner as
Non-Supported Interest Shortfalls are allocated. See "--Subordination of the
Class M and Class B Certificates" below.
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 pro rata on the basis of
their respective Class A Subclass Interest Accrual Amounts 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 Class B Certificates and then to the Class M Certificates will result from
the priority of distributions first to the Class A Certificateholders and then
to the Class M Certificateholders of the Pool Distribution Amount as described
above under "--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' 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' 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
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"Class A Subclass Interest Shortfall Amount") will be added to the amount to be
distributed on subsequent Distribution Dates 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 the respective unpaid Class A Subclass
Interest Shortfall Amounts immediately prior to such Distribution Date.
On each Distribution Date on which the Pool Distribution Amount equals or
exceeds the sum of (i) the Class A Distribution Amount and (ii) 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 Distribution 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 extent that the Pool Distribution Amount is sufficient
therefor. No interest will accrue on the unpaid Class M Interest Shortfall
Amount.
On each Distribution Date on which the Pool Distribution Amount exceeds the
sum of the Class A Distribution 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 and in respect of interest and then principal on the
subclasses of Class B Certificates.
On any Distribution Date on which the Pool Distribution Amount is less than
the Class A Distribution 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 Certificate of any Subclass or of any
Class M Certificate at any time is equal to the product of the Class A Subclass
Principal Balance 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 or Class M Certificate and (ii) in the case of the Class A-R
and Class A-LR Certificates, any additional amounts to which a holder of the
Class A-R or Class A-LR Certificate may be entitled as described below under
"--Additional Rights of the Class A-R and Class A-LR Certificateholders") to
which the holder thereof is entitled from the cash flow on the Mortgage Loans at
such time, and will decline to the extent of distributions in reduction of the
principal balance of, and allocations of losses to, such Certificate. The
approximate initial Class A Subclass Principal Balance of each Subclass of Class
A Certificates (other than the Class A-10 Certificates) and the approximate
initial Class M Principal Balance are set forth on the cover of this Prospectus
Supplement. The initial Class A Subclass Principal Balance of the Class A-10
Certificates is $ .
CALCULATION OF AMOUNT TO BE DISTRIBUTED TO THE CLASS A CERTIFICATES
Distributions in reduction of the principal balance of the Class A
Certificates will be made on each Distribution Date pursuant to priority THIRD
of the Pool Distribution Amount Allocation, in an aggregate amount (the "Class A
Principal Distribution Amount") up to the Class A Optimal Principal Amount.
The "Class A Optimal Principal Amount" with respect to each Distribution
Date will be an amount equal to the sum of (i) the Class A Percentage of (A) all
scheduled payments of principal due on 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) on
the first day of the month in which the Distribution Date occurs, less (B) if
the Bankruptcy Coverage Termination Date has occurred, the principal portion of
Debt
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<PAGE>
Service Reductions, (ii) the Class A Prepayment Percentage of the Scheduled
Principal Balance of each Mortgage Loan which, during the month preceding the
month of such Distribution Date was repurchased by the Seller, as described
under the heading "The Trust Estates--Mortgage Loans" in the Prospectus, (iii)
the Class A Prepayment Percentage of the aggregate net Liquidation Proceeds on
all Mortgage Loans that became Liquidated Loans during such preceding month
(excluding the portion thereof, if any, constituting Net Foreclosure Profits, as
defined under "--Additional Rights of the Class A-R and Class A-LR
Certificateholders" below), less the amounts allocable to principal of any
unreimbursed Periodic Advances previously made by the Servicer and any
unreimbursed advances from the Reserve Fund (if established) with respect to
such Liquidated Loans and the portion of the net Liquidation Proceeds allocable
to interest, (iv) the Class A Prepayment Percentage of an amount equal to the
principal portion of Realized Losses (other than Bankruptcy Losses due to Debt
Service Reductions) incurred in such preceding month other than Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses, (v) the Class A
Prepayment Percentage of the Scheduled Principal Balance of each Mortgage Loan
which was the subject of a principal prepayment in full during the month
preceding the month of such Distribution Date, (vi) the Class A Prepayment
Percentage of all partial principal prepayments received by the Servicer on or
after the Determination Date occurring in the month preceding the month in which
such Distribution Date occurs and prior to the Determination Date occurring in
the month in which such Distribution Date occurs and (vii) the Class A
Percentage of the difference between the unpaid principal balance of any
Mortgage Loan substituted for a defective Mortgage Loan during the month
preceding the month in which such Distribution Date occurs and the unpaid
principal balance of such defective Mortgage Loan, less the amounts allocable to
principal of any unreimbursed Periodic Advances and any unreimbursed advances
from the Reserve Fund (if established) with respect to such defective Mortgage
Loan. See "The Trust Estates--Mortgage Loans--Assignment of Mortgage Loans to
the Trustee" in the Prospectus. In addition, in the event that there is any
recovery of an amount in respect of principal which had previously been
allocated as a Realized Loss to the Class A Certificates, each Subclass of the
Class A Certificates then outstanding 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 "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 applied as
of such Due Date, Deficient Valuations occurring prior to such Due Date and to
the payment of principal due on such Due Date, and irrespective of any
delinquency in payment by the mortgagor.
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
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 to the Servicer for any previously unreimbursed 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 Liquidated Loan
Loss occurring as a result of a hazard not insured against under a standard
hazard insurance policy of the type described in the Prospectus under "The Trust
Estates--Mortgage Loans--Insurance Policies". 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 loss 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. 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
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<PAGE>
that results in a permanent forgiveness of principal, which valuation or
reduction results from a bankruptcy proceeding. Liquidated Loan Losses
(including Special Hazard Losses and Fraud Losses) and Bankruptcy Losses are
referred to herein as "Realized Losses."
The "Class A Percentage" for any Distribution Date occurring 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 Principal Balance as of such date
(before taking into account distributions in reduction of principal balance on
such date) by the aggregate Scheduled Principal Balances of all Mortgage Loans
for such Distribution Date (the "Pool Scheduled Principal Balance"). The Class A
Percentage for the first Distribution Date will be approximately %. 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 and will increase
as a result of the allocation of Realized Losses to the Class B and the Class M
Certificates. The Class A Percentage for each Distribution Date occurring on or
after the Cross-Over Date will be 100%.
The "Class A Prepayment Percentage" for any Distribution Date occurring
during the five years beginning on the first Distribution Date will, except as
provided below, equal 100%. Thereafter, the Class A Prepayment Percentage will
be subject to gradual reduction as described in the following paragraph. This
disproportionate allocation of certain unscheduled payments in respect of
principal will have the effect of accelerating the amortization of the Class A
Certificates while, in the absence of Realized Losses, increasing the respective
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 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 Class A Prepayment Percentage for any Distribution Date occurring on or
after the fifth anniversary of the first Distribution Date will be as follows:
for any Distribution Date subsequent to to and including the
Distribution Date in , the Class A Percentage for such Distribution
Date plus 70% of the Subordinated Percentage for such Distribution Date; for any
Distribution Date subsequent to to and including the Distribution
Date in , the Class A Percentage for such Distribution Date plus 60%
of the Subordinated Percentage for such Distribution Date; for any Distribution
Date subsequent to to and including the Distribution Date in
, the Class A Percentage for such Distribution Date plus 40% of the
Subordinated Percentage for such Distribution Date; for any Distribution Date
subsequent to to and including the Distribution Date in ,
the Class A Percentage for such Distribution Date plus 20% of the Subordinated
Percentage for such Distribution Date; and for any Distribution Date thereafter,
the Class A Percentage for such Distribution Date (unless on any of the
foregoing Distribution Dates the Class A Percentage exceeds the initial Class A
Percentage, in which case 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 if (i) as of the first
Distribution Date as to which any such reduction applies, more than an average
of 2% of the dollar amount of all monthly payments on the Mortgage Loans due in
each of the preceding twelve months 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), or (ii) cumulative Realized Losses with respect to the Mortgage Loans
exceed (a) with respect to the Distribution Date in , 30% of the
principal balance of the Subordinated Certificates as of the Cut-Off Date (the
"Original Subordinated Principal Balance"), (b) with respect to the Distribution
Date in , 35% of the Original Subordinated Principal Balance, (c)
with respect to the Distribution Date in , 40% of the Original
Subordinated Principal Balance, (d) with respect to the Distribution Date in
, 45% of the Original Subordinated Principal Balance, and (e) with
respect to the Distribution Date in , 50% of the Original
Subordinated Principal Balance. 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 of full and partial principal prepayments
and other amounts in the percentage required above would reduce the outstanding
Class A Principal Balance below zero, the Class A Prepayment
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<PAGE>
Percentage for such Distribution Date will be limited to the percentage
necessary to reduce the Class A Principal Balance to zero. See "Description of
the Certificates--Distributions to Percentage Certificateholders--Shifting
Interest Certificates" in the Prospectus.
CALCULATION OF AMOUNT TO BE DISTRIBUTED TO THE CLASS M CERTIFICATES
Distributions in reduction of the principal balance of the Class M
Certificates will be made on each Distribution Date, pursuant to priority SIXTH
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 of (i) the Class M Percentage of (A) all
scheduled payments of principal due on 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) on
the first day of the month in which the Distribution Date occurs, less (B) if
the Bankruptcy Coverage Termination Date has occurred, the principal portion of
Debt Service Reductions, (ii) the Class M Prepayment Percentage of the Scheduled
Principal Balance of each Mortgage Loan which, during the month preceding the
month of such Distribution Date was repurchased by the Seller, as described
under the heading "The Trust Estates--Mortgage Loans" in the Prospectus, (iii)
the Class M Prepayment Percentage of the aggregate net Liquidation Proceeds on
all Mortgage Loans that became Liquidated Loans during such preceding month
(excluding the portion thereof, if any, constituting Net Foreclosure Profits),
less the amounts allocable to principal of any unreimbursed Periodic Advances
previously made by the Servicer and any unreimbursed advances from the Reserve
Fund (if established) with respect to such Liquidated Loans and the portion of
the net Liquidation Proceeds allocable to interest, (iv) on each Distribution
Date prior to the reduction of the Class B Principal Balance to zero, the Class
M Prepayment Percentage of an amount equal to the principal portion of Realized
Losses (other than Bankruptcy Losses due to Debt Service Reductions) incurred in
such preceding month other than Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses, (v) the Class M Prepayment Percentage of
the Scheduled Principal Balance of each Mortgage Loan which was the subject of a
principal prepayment in full during the month preceding the month of such
Distribution Date, (vi) the Class M Prepayment Percentage of all partial
principal prepayments received by the Servicer on or after the Determination
Date occurring in the month preceding the month in which such Distribution Date
occurs and prior to the Determination Date occurring in the month in which such
Distribution Date occurs and (vii) the Class M Percentage of the difference
between the unpaid principal balance of any Mortgage Loan substituted for a
defective Mortgage Loan during the month preceding the month in which such
Distribution Date occurs and the unpaid principal balance of such defective
Mortgage Loan, less the amounts allocable to principal of any unreimbursed
Periodic Advances and any unreimbursed advances from the Reserve Fund (if
established) with respect to such defective Mortgage Loan. See "The Trust
Estates--Mortgage Loans--Assignment of Mortgage Loans to the Trustee" in the
Prospectus. In addition, in the event that there is any recovery of an amount in
respect of principal which had previously been allocated as a Realized Loss to
the Class M Certificates, the Class M Certificates will be entitled to their pro
rata share of such recovery up to the amount by which the Class M 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 the Class B Subclass Principal Balances of the subclasses entitled to
principal distributions for such Distribution Date as described in the
succeeding paragraph.
In the event that on any Distribution Date, the Current Class M
Subordination Level is less than the Original Class M Subordination Level, the
Class B-1, Class B-2 and Class B-3 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
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 Subordination Level equals
or exceeds the Original Class M Subordination Level but the Current Class B-1
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Subordination Level is less than the Original Class B-1 Subordination Level, the
Class B-2 and Class B-3 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 and the Class M
Prepayment Percentage for such Distribution Date. The Class B-2 and Class B-3
Certificates will not have original or current subordination levels which are
required to be maintained as described above.
The "Original Class M Subordination Level" is the percentage obtained by
dividing the sum of the initial Class B Subclass Principal Balances of the Class
B-1, Class B-2 and Class B-3 Certificates by the Cut-Off Date Aggregate
Principal Balance of the Mortgage Loans. The Original Class M Subordination
Level is expected to be approximately %. The "Current Class M Subordination
Level" 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 and Class B-3 Certificates by the sum of the Class A Principal
Balance, the Class M Principal Balance and the Class B Principal Balance.
The "Original Class B-1 Subordination Level" is the percentage obtained by
dividing the sum of the initial Class B Subclass Principal Balances of the Class
B-2 and Class B-3 Certificates by the Cut-Off Date Aggregate Principal Balance
of the Mortgage Loans. The Original Class B-1 Subordination Level is expected to
be approximately %. The "Current Class B-1 Subordination Level" 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 and Class
B-3 Certificates by the sum of the Class A Principal Balance, the Class M
Principal Balance and the Class B Principal Balance.
ALLOCATION OF AMOUNT TO BE DISTRIBUTED TO THE CLASS A AND CLASS M CERTIFICATES
On each Distribution Date occurring prior to the Cross-Over Date, a portion
of the Class A Principal Distribution Amount calculated by multiplying (x) the
fraction equal to $ (I.E., the initial Class A Subclass Principal Balance of
the Class A- Certificates) divided by the initial Class A Principal Balance
(which fraction, expressed as a percentage, is expected to be approximately
%) by (y) the Class A Principal Distribution Amount, will be distributed
in reduction of the Class A Subclass Principal Balance of the Class A-
Certificates. The remainder of the Class A Principal Distribution Amount on each
Distribution Date occurring prior to the Cross-Over Date (the "Adjusted
Principal Distribution Amount") will be allocated among and distributed in
reduction of the principal balances of the Subclasses of Offered Certificates as
follows:
[INSERT DISTRIBUTION PRIORITIES]
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<PAGE>
On each Distribution Date occurring on or after the Cross-Over Date, the
Class A Principal Distribution Amount will be distributed among the Subclasses
of Class A Certificates pro rata in accordance with their respective outstanding
Class A Subclass Principal Balances.
Amounts distributed on each Distribution Date to the holders of Class A
Certificates in reduction of principal balance will be allocated among the
holders of Class A Certificates of each Subclass pro rata in accordance with
their respective Percentage Interests.
Amounts distributed on any Distribution Date to the holders of Class M
Certificates in reduction of principal balance will be allocated among the
holders of Class M Certificates pro rata in accordance with their respective
Percentage Interests.
ADDITIONAL RIGHTS OF THE CLASS A-R AND CLASS A-LR CERTIFICATEHOLDERS
The Class A-R and Class A-LR Certificates will remain outstanding for as
long as the Trust Estate shall exist, whether or not they are receiving current
distributions of principal or interest. The holders of the Class A-R and Class
A-LR Certificates will be entitled to receive the proceeds of the remaining
assets of the Upper-Tier REMIC and Lower-Tier REMIC, respectively, if any, on
the final Distribution Date for the Series 199 - Certificates, after
distributions in respect of any accrued but unpaid interest on the Series
199 - Certificates and after distributions in reduction of principal balance
have reduced the principal balances of the Series 199 - Certificates to zero.
It is not anticipated that there will be any assets remaining in the REMICs on
the final Distribution Date following the distributions of interest and in
reduction of principal balance made on the Series 199 - Certificates on such
date.
In addition, the Class A-LR Certificateholder will be entitled on each
Distribution Date to receive any Pool Distribution Amount remaining after all
distributions pursuant to the Pool Distribution Amount Allocation have been made
and any Net Foreclosure Profits after the Servicer has been reimbursed for
unpaid Servicing Fees. See "Servicing of the Mortgage Loans--Fixed Retained
Yield, Servicing Compensation and Payment of Expenses" in the Prospectus. "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 such undistributed 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 will be obligated to advance on or before the related
Distribution Date for the benefit of holders of the Series 199 - 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 the Servicer believes that such amounts will be recoverable by it
from liquidation proceeds or other recoveries in respect of the related Mortgage
Loan.
The Pooling and Servicing Agreement provides that any advance of the kind
described in the preceding paragraph may be reimbursed to the Servicer at any
time from funds available in the Certificate Account 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 has determined in good faith that it will be unable to recover such
advance from funds of the type referred to in clause (i) above.
[In the event that, at some future date, Moody's should revise its
assessment of the ability of the Servicer to make Periodic Advances, and so
notify the Trustee in writing (the date on which such notification is received
by the Servicer being referred to herein as the "Reserve Fund Trigger Date"), a
reserve fund (the "Reserve Fund") will be funded by the Servicer in accordance
with the provisions of the Pooling and Servicing Agreement to provide limited
support for the Servicer's obligation to make Periodic Advances, as described
above. In the event that, with respect to any Distribution Date occurring after
the date on which the Reserve Fund is funded, the Servicer fails to make any
Periodic Advance required to be made by it pursuant to the Pooling and Servicing
Agreement, the Trustee will cause to be withdrawn from the Reserve Fund an
advance in an amount equal to the least of (i) the Periodic Advance
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required to be made by the Servicer which the Servicer failed to make, (ii) the
excess of (A) the sum for such Distribution Date of (x) the sum of the Class A
Subclass Interest Accrual Amounts with respect to each Subclass of Class A
Certificates, (y) the sum of the unpaid Subclass Interest Shortfall Amounts with
respect to each Subclass of Class A Certificates and (z) the Class A Optimal
Principal Amount (collectively, the "Class A Optimal Amount") over (B) the Pool
Distribution Amount (determined without regard to any advance from the Reserve
Fund on such Distribution Date) or (iii) an amount equal to the amount then in
the Reserve Fund, less any reinvestment income or gain to be released from the
Reserve Fund as described in the following paragraph (the "Reserve Fund
Available Advance Amount"). The Pooling and Servicing Agreement will provide
that any such advance made from the Reserve Fund will be reimbursed to the
Reserve Fund if and to the extent that such reimbursement would be permitted
under the Pooling and Servicing Agreement if such advance had been a Periodic
Advance made by the Servicer. The Reserve Fund, if established, will not be a
part of the Trust Estate.
The Reserve Fund, if required, will be established as a trust account
pursuant to a depository agreement (the "Depository Agreement") by and among a
depository institution (the "Reserve Fund Depository"), the Servicer and the
Trustee and will be held by the Reserve Fund Depository. Following the Reserve
Fund Trigger Date, should such date occur, the Reserve Fund will be funded by
the deposit with the Reserve Fund Depository of an amount in cash equal to (i)
% of the outstanding principal balance of the Mortgage Loans as of the close
of business on the Reserve Fund Trigger Date or (ii) such lesser amount as
Moody's may specify (the "Reserve Fund Required Amount"). After the Reserve Fund
Required Amount has been deposited in the Reserve Fund, no person will have any
further obligation to deposit amounts in the Reserve Fund or to maintain the
amounts in the Reserve Fund at that level even if at some future date amounts in
the Reserve Fund fall below the Reserve Fund Required Amount as a result of
unreimbursed advances made from the Reserve Fund or withdrawals permitted by
Moody's. The amounts in the Reserve Fund may be invested in investments that
will not cause the then current ratings of the Class A Certificates to be
lowered by Moody's, and reinvestment income or gain will be released to the
Servicer (or its designee) on each Distribution Date free and clear of any
interest of the Trustee, the Reserve Fund Depository or any other person. After
the Class A Principal Balance has been reduced to zero, any amounts in the
Reserve Fund will be released to the Servicer (or its designee).
An alternative method of limited support for the Servicer's obligation to
make Periodic Advances may be provided, if such change does not cause the then
current ratings of the Class A Certificates to be lowered by Moody's.]
[FOR SERIES WITH A FINANCIAL GUARANTY INSURANCE POLICY:
FINANCIAL SECURITY ASSURANCE INC.
GENERAL. Financial Security Assurance Inc. ("Financial Security") is a
monoline insurance company incorporated on March 16, 1984 under the laws of the
State of New York. Financial Security received its New York State insurance
license and commenced operations on September 23, 1985. Financial Security is
licensed directly, or through its subsidiaries to engage in financial guaranty
insurance business in all 50 states, the District of Columbia, Puerto Rico, and
the United Kingdom.
Financial Security and its subsidiaries are engaged exclusively in the
business of writing financial guaranty insurance, principally in respect of
securities offered in domestic and foreign markets. In general, financial
guaranty insurance consists of the issuance of a guaranty of scheduled payments
of an issuer's securities--thereby enhancing the credit rating of those
securities--in consideration for the payment of a premium to the insurer.
Financial Security and its subsidiaries principally insure asset-backed,
collateralized and municipal securities. Asset-backed securities are generally
supported by residential mortgage loans, consumer or trade receivables,
securities or other assets having an ascertainable cash flow or market value.
Collateralized securities include public utility first mortgage bonds and
sale/leaseback obligation bonds. Municipal securities consist largely of general
obligation bonds, special revenue bonds and other special obligations of state
and local governments. Financial Security insures both newly issued securities
sold in the primary market and outstanding securities sold in the secondary
market that satisfy Financial Security's underwriting criteria.
Financial Security is a wholly owned subsidiary of Financial Security
Assurance Holdings Ltd. ("Holdings"), a New York Stock Exchange listed company.
Holdings is owned approximately 50% by U S WEST Capital Corporation ("U S
WEST"); 8% by Fund American Enterprises Holdings, Inc. ("Fund American"); and 6%
by The Tokio
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Marine and Fire Insurance Co., Ltd. ("Tokio Marine"). U S WEST is a subsidiary
of U S WEST, Inc., which operates businesses involved in communications, data
solutions, marketing services and capital assets, including the provision of
telephone services in 14 states in the western and midwestern United States.
Fund American is a financial services holding company whose principal operating
subsidiary is one of the nation's largest mortgage servicers. Tokio Marine is a
major Japanese property and casualty insurance company. U S WEST has announced
its intention to dispose of its interest in Holdings as part of its strategic
plan to withdraw from businesses not directly involved in telecommunications.
Fund American has certain rights to acquire additional shares of Holdings from U
S WEST and Holdings. No shareholder of Holdings is obligated to pay any debt of
Financial Security or any claim under any insurance policy issued by Financial
Security or to make any additional contribution to the capital of Financial
Security.
On December 20, 1995, Capital Guaranty Corporation ("CGC") merged with a
subsidiary of Holdings and Capital Guaranty Insurance Company ("CGIC"), CGC's
principal operating subsidiary, became a wholly-owned subsidiary of Financial
Security. CGIC was a financial guaranty insurer of municipal bonds in the
domestic market.
The principal executive offices of Financial Security are located at 350
Park Avenue, New York, New York 10022, and its telephone number at that location
is (212) 826-0100. At September 30, 1995, Financial Security and its
subsidiaries had 167 employees.
REINSURANCE. Pursuant to an intercompany agreement, liabilities on
financial guaranty insurance written or reinsured from third parties by
Financial Security or any of its domestic operating insurance company
subsidiaries are reinsured among such companies on an agreed-upon percentage
substantially proportional to their respective capital, surplus and reserves,
subject to applicable statutory risk limitations. In addition, Financial
Security reinsures a portion of its liabilities under certain of its financial
guaranty insurance policies with other reinsurers under various quota share
treaties and on a transaction-by-transaction basis. Such reinsurance is utilized
by Financial Security as a risk management device and to comply with certain
statutory and rating agency requirements; it does not alter or limit Financial
Security's obligations under any financial guaranty insurance policy.
RATINGS OF CLAIMS-PAYING ABILITY. Financial Security's claims-paying
ability is rated "Aaa" by Moody's and "AAA" by Standard & Poor's Corporation,
Nippon Investors Service Inc. and Standard & Poor's (Australia) Pty. Ltd. Such
ratings reflect only the views of the respective rating agencies, are not
recommendations to buy, sell or hold securities and are subject to revision or
withdrawal at any time by such rating agencies.
CAPITALIZATION. The following table sets forth the capitalization of
Financial Security and its wholly owned subsidiaries on the basis of generally
accepted accounting principles as of September 30, 1995 (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, 1995
------------------
(UNAUDITED)
<S> <C>
Unearned Premium Reserve (net of prepaid reinsurance
premiums).................................................. $216,931
----------
Shareholder's Equity:
Common Stock.............................................. 15,000
Additional Paid-In Capital................................ 497,506
Unrealized Gain on Investments (net of deferred income
taxes)................................................... 7,790
Accumulated Earnings...................................... 70,177
----------
Total Shareholder's Equity.................................. $590,473
----------
Total Unearned Premium Reserve and Shareholder's Equity..... $807,404
----------
----------
</TABLE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. In addition to the
documents described under "Incorporation of Certain Information by Reference" in
the Prospectus, the consolidated financial statements of Financial Security and
subsidiaries included as exhibits to the following documents, which have been
filed with the Securities and Exchange Commission by Holdings, are hereby
incorporated by reference in the Registration Statement to which the Prospectus
and this Prospectus Supplement form a part:
(a)Annual Report on Form 10-K of Holdings for the year ended December 31,
1994, which Report included as an exhibit Financial Security's audited
consolidated financial statements for the year ended December 31, 1994 and
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(b)Quarterly Report on Form 10-Q of Holdings for the period ended
September 30, 1995, which Report included as an exhibit Financial
Security's unaudited consolidated financial statements for the quarter ended
September 30, 1995.
All financial statements of Financial Security included in documents filed
by Holdings pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of
this Prospectus Supplement and prior to the termination of the offering of the
Certificates shall be deemed to be incorporated by reference into this
Prospectus Supplement and to be a part hereof from the respective dates of
filing such documents.
INSURANCE REGULATION. Financial Security is licensed and subject to
regulation as a financial guaranty insurance corporation under the laws of the
State of New York, its state of domicile. In addition, Financial Security and
its insurance subsidiaries are subject to regulation by insurance laws of the
various other jurisdictions in which they are licensed to do business. As a
financial guaranty insurance corporation licensed to do business in the State of
New York, Financial Security is subject to Article 69 of the New York Insurance
Law which, among other things, limits the business of each such insurer to
financial guaranty insurance and related lines, requires that each insurer
maintain a minimum surplus to policyholders, establishes contingency, loss and
unearned premium reserve requirements for each such insurer, and limits the size
of individual transactions ("single risks") and the volume of transactions
("aggregate risks") that may be underwritten by each such insurer. Other
provisions of the New York Insurance Law, applicable to non-life insurance
companies such as Financial Security, regulate, among other things, permitted
investments, payment of dividends, transactions with affiliates, mergers,
consolidations, acquisitions or sales of assets and incurrence of liability for
borrowings.]
RESTRICTIONS ON TRANSFER OF THE CLASS A-R, CLASS A-LR AND CLASS M CERTIFICATES
The Class A-R and Class A-LR Certificates will be subject to the following
restrictions on transfer, and the Class A-R and Class A-LR Certificates will
contain a legend describing such restrictions.
The Technical and Miscellaneous Revenue Act of 1988 amended the REMIC
provisions of the Code to impose a tax on transfers of residual interests to
Disqualified Organizations (as defined in the Prospectus). These changes will
apply to transferors of the Class A-R or Class A-LR Certificate as well as
holders of the Class A-R or Class A-LR Certificate that are Pass-Through
Entities (as defined in the Prospectus). The Pooling and Servicing Agreement
will provide that no legal or beneficial interest in either the Class A-R or
Class A-LR Certificate may be transferred to or registered in the name of any
person unless (i) the proposed purchaser provides to the Trustee an affidavit to
the effect that, among other items, such transferee is not a Disqualified
Organization, is not purchasing such Class A-R or Class A-LR Certificate as an
agent for a Disqualified Organization (I.E., as a broker, nominee, or other
middleman thereof) and is not an entity (a "Book-Entry Nominee") that holds
REMIC residual securities as nominee to facilitate the clearance and settlement
of such securities through electronic book-entry changes in accounts of
participating organizations and (ii) the transferor states in writing to the
Trustee that it has no actual knowledge that such affidavit is false. Further,
such affidavit requires the transferee to affirm that it understands that it
must take into account the taxable income relating to the Class A-R or Class
A-LR Certificate, that it has no intention to impede the assessment or
collection of any federal, state or local income taxes legally required to be
paid with respect to the Class A-R or Class A-LR Certificate and that it will
not transfer the Class A-R or Class A-LR Certificate to any person or entity
that it has reason to believe has the intention to impede the assessment or
collection of such taxes.
In addition, the Class A-R and Class A-LR Certificates may not be purchased
by or transferred to any person that is not a "U.S. Person," unless (i) such
person holds the Class A-R or Class A-LR Certificate in connection with the
conduct of a trade or business within the United States and furnishes the
transferor and the Trustee with an effective Internal Revenue Service Form 4224
or (ii) the transferee delivers to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that such transfer
is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the Class A-R or Class A-LR
Certificate will not be disregarded for federal income tax purposes. The term
"U.S. Person" means a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust that
is subject to U.S. federal income tax regardless of the source of its income.
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<PAGE>
The Pooling and Servicing Agreement will provide that any attempted or
purported transfer in violation of these transfer restrictions will be null and
void and will vest no rights in any purported transferee. Any transferor or
agent to whom the Trustee provides information as to any applicable tax imposed
on such transferor or agent may be required to bear the cost of computing or
providing such information. See "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Residual Certificates--Tax-Related Restrictions on Transfer of the Residual
Certificates" in the Prospectus.
Neither the Class A-R Certificate nor the Class A-LR Certificate may be
purchased by or transferred to an ERISA Plan. Because the Class M Certificates
are subordinated to the Class A Certificates, the Class M Certificates may not
be purchased by or transferred to an ERISA Plan except upon the delivery of an
opinion of counsel as described herein under "ERISA Considerations." See "ERISA
Considerations" herein and in the Prospectus.
REPORTS
In addition to the applicable information specified in the Prospectus, the
Servicer will include in the statement delivered to holders of Class A and Class
M 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 on the Class A Certificates allocated to each
Subclass and to the Class M Certificates, any Class A Subclass Interest
Shortfall Amount arising with respect to each Subclass or any Class M Interest
Shortfall Amount on such Distribution Date, any remaining unpaid Class A
Subclass Interest Shortfall Amount 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 Principal Balance, the Class M Principal Balance, the Class A
Subclass Principal Balance of each Subclass of Class A Certificates after giving
effect to the distribution of principal and the allocation of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses, if any, (iv)
the Adjusted Pool Amount and the Pool Scheduled Principal Balance of the
Mortgage Loans for such Distribution Date, (v) the Class A Percentage and Class
M Percentage for the following Distribution Date, and (vi) the amount of the
remaining Special Hazard Loss Amount, the Fraud Loss Amount and the Bankruptcy
Loss Amount as of the close of business on such Distribution Date. The statement
delivered to holders of the Class A-10 Certificates will also include the Class
A-10 Notional Amount and the weighted average Net Mortgage Interest Rate of the
Mortgage Loans applicable to such Distribution Date minus %. The statement
delivered to the holder of the Class A-LR Certificate will also include the
Class A-LR Notional Amount. See "Servicing of the Mortgage Loans--Reports to
Certificateholders" in the Prospectus.
Copies of the foregoing reports are available upon written request to the
Trustee at the Corporate Trust Office. See "The Pooling and Servicing
Agreement--Trustee" herein.
SUBORDINATION OF CLASS M AND CLASS B CERTIFICATES
The rights of the holders of the Class M Certificates to receive
distributions with respect to the Mortgage Loans in the Trust Estate will be
subordinated to such rights of the holders of the Class A Certificates and 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 and Class M Certificates, 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) and the holders of the
Class M Certificates (to the extent of the subordination of the Class B
Certificates) 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) and the
holders of the Class M Certificates (to the extent of the subordination of the
Class B Certificates) protection against Realized Losses, as more fully
described below. If Realized Losses exceed the credit support provided through
subordination to the Class A and Class M 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 and Class M 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
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<PAGE>
and, if necessary, by the right of such holders to receive future distributions
on the Mortgage Loans that would otherwise have been payable to the holders of
Class M and Class B Certificates. The application of this subordination to cover
Realized Losses experienced in periods prior to the periods in which a Subclass
of Class A Certificates is entitled to distributions in reduction of principal
balance will decrease the protection provided by the subordination to any such
Subclass.
The protection afforded to the holders of Class M Certificates by means of
the subordination feature will be accomplished by the preferential right of such
holders to receive, prior to any distribution being made on a Distribution Date
in respect of the Class B Certificates, the amounts of principal 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.
The 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 Distribution Amount and the Class M Distribution Amount
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 or 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 date on which the Subordinated Percentage
has been reduced to zero (the "Cross-Over Date"). Prior to such time, such
Realized Losses will be allocated first to the subclasses of Class B
Certificates sequentially in their reverse numerical order, until the Class B
Subclass Principal Balances of each such subclass have 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 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 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 does not advance and (iv) any interest
shortfalls resulting from the timing of partial principal prepayments, will
result from the priority of distributions first to the Class A
Certificateholders and then to the Class M Certificateholders of the Pool
Distribution Amount as described above under "--Distributions."
The principal portion of any Realized Loss occurring on or after the
Cross-Over Date will be allocated among the outstanding Subclasses of Class A
Certificates pro rata in accordance with their then outstanding Class A Subclass
Principal Balances and the interest portion of any Realized Loss occurring on or
after the Cross-Over Date will be allocated among the outstanding Subclasses of
Class A Certificates pro rata in accordance with their Class A Subclass Interest
Accrual Amounts. 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 on a pro rata basis among the Class A, Class M and
Class B Certificates (any such losses so allocated to the Class A Certificates
will be allocated among the outstanding Subclasses of Class A Certificates pro
rata in accordance with their then outstanding Class A Subclass Principal
Balances with respect to the principal portion of such losses and their Class A
Subclass Interest Accrual Amounts with respect to the interest portion of such
losses, and among the outstanding Class A Certificates within each Subclass pro
rata in accordance with their respective Percentage Interests). An allocation of
a loss on a "pro rata basis" among two or more Classes of Certificates means an
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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.
The interest portion of Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses will be allocated by reducing the applicable Class
B Subclass Interest Accrual Amount, Class M Interest Accrual Amount or Class A
Interest Accrual Amount.
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 (other than any portion thereof
representing the difference between the Class A Percentage of the Scheduled
Principal Balances of Liquidated Loans and the Class A Prepayment Percentage of
such amounts), then the percentage of principal payments on the Mortgage Loans
to which the holders of the Class A 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 will be allocated solely to the Class B Certificates,
or following the reduction of the Class B Principal Balance to zero, solely to
the Class M Certificates, but only prior to the Special Hazard Termination Date.
The "Special Hazard Termination Date" will be the date on which Special Hazard
Losses exceed the Special Hazard Loss Amount (or, if earlier, the Cross-Over
Date). Upon initial issuance of the Series 199 - Certificates, the "Special
Hazard Loss Amount" with respect thereto will be equal to approximately %
(approximately $ ) 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) % (or, if greater than %, 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 and (ii) twice the principal balance of the single Mortgage Loan
having the largest principal balance. Special Hazard Losses in excess of the
Special Hazard Loss Amount are "Excess Special Hazard Losses".
Fraud Losses will be allocated solely to the Class B Certificates, or
following the reduction of the Class B Principal Balance to zero, solely to the
Class M Certificates, but only prior to the Fraud Coverage Termination Date. The
"Fraud Coverage Termination Date" will be the date on which Fraud Losses exceed
the Fraud Loss Amount (or, if earlier, the Cross-Over Date). Upon initial
issuance of the Series 199 - Certificates, the "Fraud Loss Amount" with respect
thereto will be equal to approximately % (approximately $ ) of the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans. On each
Distribution Date thereafter, the Fraud Loss Amount will equal (X) prior to the
first anniversary of the Cut-Off Date an amount equal to the initial Fraud Loss
Amount minus the aggregate amount of Fraud Losses allocated solely to the Class
B or the Class M Certificates up to the related Determination Date, and (Y) from
the first through fifth anniversary of the Cut-Off Date, an amount equal to (1)
the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the
Cut-Off Date and (b) 1.00% of the aggregate 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 the Class M
Certificates with respect to Fraud Losses since the most recent anniversary of
the Cut-Off Date up to the related Determination Date. After the fifth
anniversary of the Cut-Off Date, the Fraud Loss Amount will be zero and
thereafter any Fraud Losses will be shared pro rata among the Class A, Class M
and Class B Certificates. Fraud Losses in excess of the Fraud Loss Amount are
"Excess Fraud Losses."
Bankruptcy Losses will be allocated solely to the Class B Certificates, or
following the reduction of the Class B Principal Balance to zero, solely to the
Class M Certificates, but only prior to the Bankruptcy Coverage Termination
Date. The "Bankruptcy Coverage Termination Date" will be the date on which
Bankruptcy Losses exceed the Bankruptcy Loss Amount (or, if earlier, the
Cross-Over Date). Upon initial issuance of the Series 199 - Certificates, the
"Bankruptcy
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Loss Amount" with respect thereto will be equal to approximately %
(approximately $ ) 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 and Class M Certificates up to 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 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 or
Class M Certificates since such anniversary. The Bankruptcy Loss Amount and the
related coverage levels described above may be reduced or modified upon written
confirmation from Moody's and [S&P] [Fitch] that such reduction or modification
will not adversely affect the then-current ratings assigned to the Class A and
Class M Certificates by Moody's and [S&P] [Fitch]. Such a reduction or
modification may adversely affect the coverage provided by subordination with
respect to Bankruptcy Losses. Bankruptcy Losses in excess of the Bankruptcy Loss
Amount are "Excess Bankruptcy Losses."
Notwithstanding the foregoing, the provisions relating to subordination will
not be applicable in connection with a Bankruptcy Loss so long as the Servicer
has notified the Trustee in writing that the 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 the Servicer, in either case without giving effect to any Debt Service
Reduction.
[Since the initial principal balance of the Class B Certificates in the
aggregate will be approximately $ , the risk of Special Hazard Losses,
Fraud Losses and Bankruptcy Losses will be borne by the Class B 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 they will bear to the full extent of their initial principal
balance. See "The Trust Estates--Mortgage Loans--Representations and Warranties"
and "--Insurance Policies," "Certain Legal Aspects of the Mortgage
Loans--Environmental Considerations" and "Servicing of the Mortgage
Loans--Enforcement of Due-on-Sale Clauses; Realization Upon Defaulted Mortgage
Loans" in the Prospectus.]
S-38
<PAGE>
DESCRIPTION OF THE MORTGAGE LOANS(1)
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 originated or acquired by PHMC for its own
account or for the account of an affiliate having original terms to stated
maturity of approximately years, including 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 promissory notes, to have an aggregate unpaid
principal balance as of the Cut-Off Date (the "Cut-Off Date Aggregate Principal
Balance") of approximately $ , to be secured by first liens (the
"Mortgages") on one- to four-family residential properties or Co-op Shares (the
"Mortgaged Properties") and to have the additional characteristics described
below and in the Prospectus.
No Mortgage Loan is a Buy-Down Loan or a Subsidy Loan. See "The Trust
Estates--Mortgage Loans" in the Prospectus. No Mortgage Loan was originated
pursuant to PHMC's relocation mortgage program. See "PHMC-- Mortgage Loan
Production Sources" 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.
As of the Cut-Off Date, each Mortgage Loan is expected to have an unpaid
principal balance of not less than $ or more than $ , and the average
unpaid principal balance of the Mortgage Loans is expected to be approximately
$ . The latest stated maturity date of any of the Mortgage Loans is
expected to be ; 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, of the
Mortgaged Properties, which secure approximately % of the Cut-Off Date
Aggregate Principal Balance of the Mortgage Loans, are expected to be owner
occupied primary residences and of the Mortgaged Properties, which secure
approximately % of the Cut-Off Date Aggregate Principal Balance of the
Mortgage Loans, are expected to be non-owner occupied or second homes. See
"PHMC--Mortgage Loan Underwriting" in the Prospectus.
- ------------
(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 199 - 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
199 - Certificates vary materially from those described herein, revised
information regarding the Mortgage Loans will be made available to
purchasers of the Class A Certificates, on or before such issuance date, and
a Current Report on Form 8-K containing such information will be filed with
the Securities and Exchange Commission within 15 days following such date.
S-39
<PAGE>
Set forth below is a description of certain additional expected
characteristics of the Mortgage Loans as of the Cut-Off Date (except as
otherwise indicated).
MORTGAGE INTEREST RATES
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
MORTGAGE INTEREST RATES LOANS BALANCE BALANCE
- ---------------------------------------- --------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: mort_rat]
</TABLE>
As of the Cut-Off Date, the weighted average Mortgage Interest Rate of the
Mortgage Loans is expected to be approximately % 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 Servicing Fee rate of % per annum. As of the
Cut-Off Date, the weighted average Net Mortgage Interest Rate of the Mortgage
Loans is expected to be approximately % per annum.
S-40
<PAGE>
REMAINING MONTHS TO STATED MATURITY
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
REMAINING STATED TERM (MONTHS) LOANS BALANCE BALANCE
- ---------------------------------------- --------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: rem_mat]
</TABLE>
As of the Cut-Off Date, the weighted average remaining term to stated maturity
of the Mortgage Loans is expected to be approximately months.
YEARS OF ORIGINATION
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
YEAR OF ORIGINATION LOANS BALANCE BALANCE
- ---------------------------------------- --------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: yrs_org]
</TABLE>
It is expected that the earliest month and year of origination of any Mortgage
Loan was and the latest month and year of origination was .
S-41
<PAGE>
ORIGINAL LOAN-TO-VALUE RATIOS
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
LOAN-TO-VALUE RATIO LOANS BALANCE BALANCE
- ---------------------------------------- --------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: loan_rat]
</TABLE>
As of the Cut-Off Date, the minimum and maximum Loan-to-Value Ratios at
origination of the Mortgage Loans are expected to be % and %,
respectively, and the weighted average Loan-to-Value Ratio at origination of the
Mortgage Loans is expected to be approximately %. The Loan-to-Value Ratio of a
Mortgage Loan is calculated using the lesser of (i) the appraised value of the
related Mortgaged Property, as established by an appraisal obtained by the
originator from an appraiser at the time of origination and (ii) the sale price
for such property. See "The Trust Estates--Mortgage Loans" in the Prospectus. It
is expected that of the Mortgage Loans having Loan-to-Value Ratios at
origination in excess of 80%, representing approximately % of the Cut-Off
Date Aggregate Principal Balance of the Mortgage Loans, were originated without
primary mortgage insurance. See "PHMC-- Mortgage Loan Underwriting" in the
Prospectus.
MORTGAGE LOAN DOCUMENTATION LEVELS
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
DOCUMENTATION LEVELS LOANS BALANCE BALANCE
- ---------------------------------------- --------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: levels]
</TABLE>
Documentation levels vary depending upon several factors, including loan amount,
Loan-to-Value Ratio and the type and purpose of the Mortgage Loan. Asset, income
and mortgage verifications were obtained for Mortgage Loans processed with "full
documentation." In the case of "preferred processing," neither asset, income nor
mortgage verifications were obtained. However, for all of the Mortgage Loans,
verification of the borrower's employment, a credit report on the borrower and a
property appraisal were obtained. See "PHMC--Mortgage Loan Underwriting" in the
Prospectus.
S-42
<PAGE>
ORIGINAL MORTGAGE LOAN PRINCIPAL BALANCES
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
ORIGINAL NUMBER OF UNPAID AGGREGATE
MORTGAGE LOAN MORTGAGE PRINCIPAL PRINCIPAL
PRINCIPAL BALANCE LOANS BALANCE BALANCE
-------------------- --------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: mort_bal]
</TABLE>
As of the Cut-Off Date, the average unpaid principal balance of the Mortgage
Loans is expected to be approximately $ . 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 % and %,
respectively. See "The Trust Estates--Mortgage Loans" and "PHMC--Mortgage Loan
Underwriting" in the Prospectus.
MORTGAGED PROPERTIES
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
PROPERTY LOANS BALANCE BALANCE
- ---------------------------------------- --------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: mort_pro]
</TABLE>
S-43
<PAGE>
GEOGRAPHICAL DISTRIBUTION OF MORTGAGED PROPERTIES
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
STATE LOANS BALANCE BALANCE
- ---------------------------------------- --------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: geo_mort]
</TABLE>
No more than approximately % of the Cut-Off Date Aggregate Principal Balance
of the Mortgage Loans is expected to be secured by Mortgaged Properties located
in any one zip code.
S-44
<PAGE>
ORIGINATORS OF MORTGAGE LOANS
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
ORIGINATOR LOANS BALANCE BALANCE
- ---------------------------------------- --------- --------- --------------
<S> <C> <C> <C>
[Reserved for client file: mort_loa]
</TABLE>
It is expected that, as of the Cut-Off Date, two of the "Other Originators" will
have accounted for approximately % and %, respectively, of the Cut-Off
Date Aggregate Principal Balance of the Mortgage Loans. No other single "Other
Originator" is expected to have accounted for more than 5.00% of the Cut-Off
Date Aggregate Principal Balance of the Mortgage Loans. See "PHMC--Mortgage Loan
Production Sources" in the Prospectus.
PURPOSES OF MORTGAGE LOANS
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
LOAN PURPOSE LOANS BALANCE BALANCE
- ---------------------------------------- --------- --------- --------------
<S> <C> <C> <C>
[Reserved for client file: purp]
</TABLE>
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 Trust
Estates--Mortgage Loans" and "PHMC--Mortgage Loan Underwriting" in the
Prospectus.
MANDATORY REPURCHASE OR SUBSTITUTION OF MORTGAGE LOANS
The Seller is required, with respect to Mortgage Loans that are found by the
Trustee to have defective documentation, or in respect of which the Seller has
breached a representation or warranty, either to repurchase such Mortgage Loans
or, if within two years of the date of initial issuance of the Series 199 -
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 no less than, and no more than one percent per annum
greater than, that of the Mortgage Loan for which it is being substituted. Any
such substitution may be made only upon receipt by the Trustee of an opinion of
counsel or other satisfactory evidence that, among other things, such
substitution will not subject the Trust Estate to tax or cause either the
Upper-Tier REMIC or Lower-Tier REMIC to fail to qualify as a REMIC. See
"Prepayment and Yield Considerations" herein and "The Trust Estates--Mortgage
Loans--Assignment of Mortgage Loans to the Trustee" in the Prospectus.
OPTIONAL REPURCHASE OF DEFAULTED MORTGAGE LOANS
The Seller may, in its sole discretion, repurchase any defaulted Mortgage
Loan 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 Trust Estates--Mortgage Loans--Optional Repurchases"
in the Prospectus. The Servicer may, in its sole discretion, allow the
assumption of a defaulted Mortgage Loan by a borrower meeting PHMC's
underwriting guidelines or
S-45
<PAGE>
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.
ORIGINATION, DELINQUENCY AND FORECLOSURE EXPERIENCE
LOAN ORIGINATION
During the years ended December 31, 199 , December 31, 199 and the months
ended , 199 , PHMC originated or purchased, for its own account or for
the account of an affiliate, conventional mortgage loans having aggregate
principal balances of approximately $ , $ and
$ , respectively.
DELINQUENCY AND FORECLOSURE EXPERIENCE
The following tables set forth certain information concerning recent
delinquency, foreclosure and loan loss experience on the conventional mortgage
loans included in PHMC's mortgage loan servicing portfolio which were originated
by PHMC for its own account or for the account of an affiliate or acquired by
PHMC for its own account or for the account of an affiliate and underwritten to
PHMC's underwriting standards (the "Program Loans"), on the Program Loans which
are fixed interest rate mortgage loans ("Fixed Program Loans"), including, in
both cases, mortgage loans originated in connection with the purchases of
residences by relocated employees ("Relocation Mortgage Loans"), and on the
Fixed Program Loans, other than Relocation Mortgage Loans ("Fixed Non-relocation
Program Loans"). See "Description of the Mortgage Loans" herein and "The Trust
Estates--Mortgage Loans" and "PHMC--General," "--Mortgage Loan Underwriting" and
"--Servicing" in the Prospectus. The delinquency, foreclosure and loan loss
experience represents the recent experience of PHMC and The Prudential Mortgage
Capital Company, Inc., an affiliate of PHMC which serviced the Program Loans
prior to June 30, 1989. There can be no assurance that the delinquency,
foreclosure and loan loss experience set forth with respect to PHMC's total
servicing portfolio of Program Loans, which includes 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 PHMC's servicing portfolios of Fixed Program Loans or Fixed
Non-relocation Program 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 Mortgage Loans currently serviced by PHMC, have experienced a
significantly lower rate of delinquency and foreclosure than other mortgage
loans included in the portfolios of total Program Loans and Fixed Program 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 of years will be comparable, to
that of the total Program Loans, the Fixed Program Loans or the Fixed
Non-relocation Program Loans.
S-46
<PAGE>
TOTAL PROGRAM LOANS
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, 199 DECEMBER 31, 199 , 199
---------------------- ---------------------- ----------------------
BY DOLLAR BY DOLLAR BY DOLLAR
BY NO. AMOUNT BY NO. AMOUNT BY NO. AMOUNT
OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS
-------- ----------- -------- ----------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
(DOLLAR AMOUNTS IN THOUSANDS)
Total Portfolio of Program Loans.................. $ $ $
-------- ----------- -------- ----------- -------- -----------
-------- ----------- -------- ----------- -------- -----------
Period of Delinquency(1)
30 to 59 days................................... $ $ $
60 to 89 days...................................
90 days or more.................................
-------- ----------- -------- ----------- -------- -----------
Total Delinquent Loans............................ $ $ $
-------- ----------- -------- ----------- -------- -----------
-------- ----------- -------- ----------- -------- -----------
Percent of Portfolio.............................. % % % % % %
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, 199 DECEMBER 31, 199 , 199
------------------ ------------------ ------------------
<S> <C> <C> <C>
(DOLLAR AMOUNTS IN THOUSANDS)
Foreclosures(2)................................... $ $ $
Foreclosure Ratio(3).............................. % % %
<CAPTION>
YEAR ENDED YEAR ENDED MONTHS ENDED
DECEMBER 31, 199 DECEMBER 31, 199 , 199
------------------ ------------------ ------------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Net Gain (Loss)(4)................................ $ $ $
Net Gain (Loss) Ratio(5).......................... % % %
</TABLE>
- -------------
(1) The indicated periods of delinquency are based on the number of days past
due, based on a 30-day month. No mortgage loan is considered delinquent for
these purposes until one month has passed since its contractual due date. A
mortgage loan is no longer considered delinquent once foreclosure
proceedings have commenced.
(2) Includes loans in the applicable portfolio for which foreclosure proceedings
had been instituted or with respect to which the related property had been
acquired as of the dates indicated.
(3) Foreclosures as a percentage of total loans in the applicable portfolio at
the end of each period.
(4) Does not include gain or loss with respect to loans in the applicable
portfolio for which foreclosure proceedings had been instituted but not
completed as of the dates indicated, or for which the related properties
have been acquired in foreclosure proceedings but not yet sold.
(5) Net gain (loss) as a percentage of total loans in the applicable portfolio
at the end of each period.
S-47
<PAGE>
FIXED PROGRAM LOANS
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, 199 DECEMBER 31, 199 , 199
---------------------- ---------------------- ----------------------
BY DOLLAR BY DOLLAR BY DOLLAR
BY NO. AMOUNT BY NO. AMOUNT BY NO. AMOUNT
OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS
-------- ----------- -------- ----------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
(DOLLAR AMOUNTS IN THOUSANDS)
Total Portfolio of Fixed Program Loans............ $ $ $
-------- ----------- -------- ----------- -------- -----------
-------- ----------- -------- ----------- -------- -----------
Period of Delinquency(1)
30 to 59 days................................... $ $ $
60 to 89 days...................................
90 days or more.................................
-------- ----------- -------- ----------- -------- -----------
Total Delinquent Loans............................ $ $ $
-------- ----------- -------- ----------- -------- -----------
-------- ----------- -------- ----------- -------- -----------
Percent of Fixed Program Loan Portfolio........... % % % % % %
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, 199 DECEMBER 31, 199 , 199
------------------ ------------------ ------------------
<S> <C> <C> <C>
(DOLLAR AMOUNTS IN THOUSANDS)
Foreclosures(2)................................... $ $ $
Foreclosure Ratio(3).............................. % % %
<CAPTION>
YEAR ENDED YEAR ENDED MONTHS ENDED
DECEMBER 31, 199 DECEMBER 31, 199 , 199
------------------ ------------------ ------------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Net Gain (Loss)(4)................................ $ $ $
Net Gain (Loss) Ratio(5).......................... % % %
</TABLE>
S-48
<PAGE>
FIXED NON-RELOCATION PROGRAM LOANS
<TABLE>
<CAPTION>
AS OF
AS OF AS OF JUNE 30,
DECEMBER 31, 199 DECEMBER 31, 199 199
--------------------- ---------------------- --------
BY DOLLAR BY DOLLAR
BY NO. AMOUNT OF BY NO. AMOUNT OF BY NO.
OF LOANS LOANS OF LOANS LOANS OF LOANS
-------- ---------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
(DOLLAR AMOUNTS IN THOUSANDS)
Total Portfolio of
Fixed Non-relocation Program Loans................................. $ $
-------- ---------- -------- ----------- --------
-------- ---------- -------- ----------- --------
Period of Delinquency(1)
30 to 59 days..................................................... $ $
60 to 89 days.....................................................
90 days or more...................................................
-------- ---------- -------- ----------- --------
Total Delinquent Loans.............................................. $ $
-------- ---------- -------- ----------- --------
-------- ---------- -------- ----------- --------
Percent of
Fixed Non-relocation Program Loan Portfolio........................ % % % % %
<CAPTION>
BY DOLLAR
AMOUNT OF
LOANS
-----------
<S> <C>
Total Portfolio of
Fixed Non-relocation Program Loans................................. $
-----------
-----------
Period of Delinquency(1)
30 to 59 days..................................................... $
60 to 89 days.....................................................
90 days or more...................................................
-----------
Total Delinquent Loans.............................................. $
-----------
-----------
Percent of
Fixed Non-relocation Program Loan Portfolio........................ %
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, 199 DECEMBER 31, 199 JUNE 30, 199
------------------ ------------------ ------------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Foreclosures(2)..................................................... $ $ $
Foreclosure Ratio(3)................................................ % % %
<CAPTION>
YEAR ENDED YEAR ENDED MONTHS ENDED
DECEMBER 31, 199 DECEMBER 31, 199 , 199
------------------ ------------------ ------------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Net Gain (Loss)(4).................................................. $ $ $
Net Gain (Loss) Ratio(5)............................................ % % %
</TABLE>
- -------------
(1) The indicated periods of delinquency are based on the number of days past
due, based on a 30-day month. No mortgage loan is considered delinquent for
these purposes until one month has passed since its contractual due date. A
mortgage loan is no longer considered delinquent once foreclosure
proceedings have commenced.
(2) Includes loans in the applicable portfolio for which foreclosure proceedings
had been instituted or with respect to which the related property had been
acquired as of the dates indicated.
(3) Foreclosures as a percentage of total loans in the applicable portfolio at
the end of each period.
(4) Does not include gain or loss with respect to loans in the applicable
portfolio for which foreclosure proceedings had been instituted but not
completed as of the dates indicated, or for which the related properties
have been acquired in foreclosure proceedings but not yet sold.
(5) Net gain (loss) as a percentage of total loans in the applicable portfolio
at the end of each period.
The likelihood that a mortgagor will become delinquent in the payment of his
or her mortgage loan, the rate of any subsequent foreclosures, and the severity
of any loan loss experience, may be affected by a number of factors related to a
borrower's personal circumstances, including, but not limited to, unemployment
or change in employment (or in the case of self-employed mortgagors or
mortgagors relying on commission income, fluctuations in income), marital
separation and the mortgagor's equity in the related mortgaged property. In
addition, delinquency, foreclosure and loan loss experience may be sensitive to
adverse economic conditions, either nationally or regionally, may exhibit
seasonal variations and may be influenced by the level of interest rates and
servicing decisions on the applicable mortgage loans. Regional economic
conditions (including declining real estate values) may particularly affect
delinquency, foreclosure and loan loss experience on mortgage loans to the
extent that mortgaged properties are concentrated in certain geographic areas.
The Seller believes that the changes in the delinquency, foreclosure and loan
loss experience of PHMC's respective servicing portfolios during the periods set
forth in the preceding tables may be attributable to factors such as those
described above, although the Seller is unable to assess to what extent these
changes are the result of any particular factor or a combination of factors. The
S-49
<PAGE>
delinquency, foreclosure and loan loss experience on the Mortgage Loans
contained in the Trust Estate may be particularly affected to the extent that
the Mortgaged Properties are concentrated in areas which experience adverse
economic conditions or declining real estate values. See "Description of the
Mortgage Loans."
PREPAYMENT AND YIELD CONSIDERATIONS
The rate of distributions in reduction of the principal balance of any
Subclass of the Class A Certificates and the Class M Certificates, the aggregate
amount of distributions on any Subclass of the Class A Certificates and the
Class M Certificates and the yield to maturity of any Subclass of the Class A
Certificates and the Class M 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,
optional repurchase by the Seller of defaulted Mortgage Loans and optional
purchase by the Servicer of all of the Mortgage Loans in connection with the
termination of the Trust Estate. See "Description of the Mortgage
Loans--Optional Repurchase of Defaulted Mortgage Loans" and "Pooling and
Servicing Agreement--Optional Termination" herein and "The Trust Estates--
Mortgage Loans--Assignment of Mortgage Loans to the Trustee," "--Optional
Repurchases" and "The Pooling and Servicing Agreement--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 holders of Class A Certificates then entitled to
distributions in respect of principal during the nine years beginning on the
first Distribution Date. 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 of the Class A Certificates or the
Class M Certificates or the aggregate amount of distributions on any Subclass of
Class A Certificates or the Class M 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 significantly 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 significantly above the Mortgage Interest Rates on the
Mortgage Loans, the rate of prepayment would generally be expected to decrease.
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, substa
ntial 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 and servicing decisions. 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 Class A and Class M
Certificates will be affected by the extent to which (i) the Seller elects to
repurchase, rather than substitute for, Mortgage Loans which are found by the
Trustee to have defective documentation or with respect to which the Seller has
breached a representation or warranty or (ii) the Servicer elects to encourage
the refinancing of any defaulted Mortgage Loan rather than to permit an
assumption thereof by a mortgagor meeting the Servicer's underwriting
guidelines. 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 199 - Certificates. See "Prepayment and
Yield Considerations" in the Prospectus.
S-50
<PAGE>
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 a Class A or Class M 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 Class A and
Class M 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 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 Offered Certificates and particularly on the
Class M Certificates may be affected by the geographic concentration of the
mortgaged properties securing the Mortgage Loans. In recent periods, California
and several other regions in the United States have experienced significant
declines in housing prices. In addition, California has recently experienced an
earthquake, which may adversely affect property values. Any deterioration in
housing prices in California, and to a lesser extent and the other
states in which 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 in particular on
the Class M 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 of Class A
Certificates or the Class M Certificates. An investor is urged to make an
investment decision with respect to any Subclass of Class A Certificates or the
Class M Certificates based on the anticipated yield to maturity to such Subclass
of Class A Certificates or the Class M 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
of Class A Certificates or the Class M Certificates are purchased at a discount
or a premium and the degree to which the timing of payments on such Subclass or
Class is sensitive to 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 carefully consider the associated risks, including, in the case
of any Class A or Class M Certificates purchased at a discount, the risk that a
slower than anticipated rate of principal payments on the Mortgage Loans could
result in an actual yield to such investor that is lower than the anticipated
yield and, in the case of any Class A or Class M Certificates purchased at a
premium, the risk that a faster than anticipated rate of principal payments
could result in an actual yield to such investor that is lower than the
anticipated yield.
An investor should consider the risk that rapid rates of prepayments on the
Mortgage Loans, and therefore of amounts distributable in reduction of principal
balance of the Class A or Class M 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 Class A or Class M
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 Class A or Class M
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.
S-51
<PAGE>
As indicated under "Federal Income Tax Considerations" herein, the Class A-R
Certificateholder's REMIC taxable income and the tax liability thereon will, and
the Class A-LR Certificateholder's REMIC taxable income and the tax liability
thereon may, exceed cash distributions to such holders during certain periods.
There can be no assurance as to the amount by which such taxable income or such
tax liability will exceed cash distributions in respect of the Class A-R and the
Class A-LR Certificates during any such period and no representation is made
with respect thereto under any principal prepayment scenario or otherwise. DUE
TO THE SPECIAL TAX TREATMENT OF RESIDUAL INTERESTS, THE AFTER-TAX RETURN OF THE
CLASS A-R AND THE CLASS A-LR CERTIFICATES MAY BE SIGNIFICANTLY LOWER THAN WOULD
BE THE CASE IF THE CLASS A-R AND CLASS A-LR CERTIFICATES WERE TAXED AS DEBT
INSTRUMENTS.
As referred to herein, the weighted average life of a Subclass of Class A
Certificates and the Class M 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 of the
Class A Certificates and the Class M 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 or prepayments.
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, " % SPA" assumes
prepayment rates equal to % of SPA, and so forth. SPA DOES NOT PURPORT TO BE A
HISTORICAL DESCRIPTION OF PREPAYMENT EXPERIENCE OR A PREDICTION OF THE
ANTICIPATED RATE OF PREPAYMENT OF ANY POOL OF MORTGAGE LOANS, INCLUDING THE
MORTGAGE LOANS.
The tables set forth below have been prepared on the basis of the
characteristics of the Mortgage Loans that are expected to be included in the
Trust Estate, as described above under "Description of the Mortgage Loans." The
tables assume, among other things, that (i) the scheduled payment in each month
for each Mortgage Loan has been based on its outstanding balance as of the first
day of the month preceding the month of such payment, its Mortgage Interest Rate
and its remaining term to stated maturity, so that such scheduled payments would
amortize the remaining balance by its stated maturity date, (ii) scheduled
monthly payments of principal and interest on the Mortgage Loans will be timely
received on the first day of each month (with no defaults), commencing
1, 199 , (iii) the Seller does not repurchase any Mortgage Loan, as described
under "The Trust Estates--Mortgage Loans" in the Prospectus, and the Servicer
does not exercise its option to purchase the Mortgage Loans and thereby cause a
termination of the Trust Estate, (iv) principal prepayments on the Mortgage
Loans will be received on the last day of each month commencing , 199
at the respective constant percentages of SPA set forth in the tables and there
are no Prepayment Interest Shortfalls and (v) each Mortgage Loan has an original
term to maturity of years. IT IS HIGHLY UNLIKELY THAT THE MORTGAGE LOANS WILL
PREPAY AT ANY CONSTANT RATE OR THAT ALL OF THE MORTGAGE LOANS WILL PREPAY AT THE
SAME RATE. In addition, there may be differences between the characteristics of
the mortgage loans ultimately included in the Trust Estate and the Mortgage
Loans which are expected to be included, as described herein. Any difference may
have an effect upon the actual percentages of initial Class A Subclass Principal
Balance of the Subclasses of Class A Certificates and initial principal balance
of the Class M Certificates outstanding, the actual weighted average lives of
the Subclasses of Class A Certificates and the Class M Certificates and the date
on which the Class A Subclass Principal Balance of any Subclass of Class A
Certificates and the principal balance of the Class M 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
such Subclass, and, in the case of the Class M Certificates, of the initial
principal balance of the Class M Certificates that would be outstanding after
each of the dates shown at various constant percentages of SPA.
S-52
<PAGE>
PERCENTAGE OF INITIAL CLASS A SUBCLASS PRINCIPAL BALANCE AND CLASS M PRINCIPAL
BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS A-1
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION -----------------------------------
DATE 0% % % % % %
<S> <C> <C> <C> <C> <C> <C>
- --------------- -----------------------------------
[Reserved for client file: dec_a1]
<CAPTION>
CLASS A-2
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION -----------------------------------
DATE 0% % % % % %
<S> <C> <C> <C> <C> <C> <C>
- --------------- -----------------------------------
[Reserved for c
[Reserved for client file: dec_a2]
<CAPTION>
CLASS A-3
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION -------------------------------------
DATE 0% % % % % %
- --------------- -------------------------------------
[Reserved for c
[Reserved for client file: dec_a3]
<CAPTION>
CLASS A-4
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION ---------------------------------------
DATE 0% % % % % %
- --------------- ---------------------------------------
[Reserved for c
[Reserved for client file: dec_a4]
</TABLE>
- --------------------
(1) The weighted average life of an Offered Certificate is determined by (i)
multiplying the amount of each distribution in 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 distributions in reduction of
principal balance referred to in clause (i).
S-53
<PAGE>
PERCENTAGE OF INITIAL CLASS A SUBCLASS PRINCIPAL BALANCE AND CLASS M PRINCIPAL
BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS A-5
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION ------------------------------------
DATE 0% % % % % %
<S> <C> <C> <C> <C> <C> <C>
- --------------- ------------------------------------
[Reserved for client file: dec_a5]
<CAPTION>
CLASS A-6
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION -------------------------------------
DATE 0% % % % % %
<S> <C> <C> <C> <C> <C> <C>
- --------------- -------------------------------------
[Reserved for c
[Reserved for client file: dec_a6]
<CAPTION>
CLASS A-7
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION --------------------------------------
DATE 0% % % % % %
- --------------- --------------------------------------
[Reserved for c
[Reserved for client file: dec_a7]
<CAPTION>
CLASS A-8
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION ---------------------------------------
DATE 0% % % % % %
- --------------- ---------------------------------------
[Reserved for c
[Reserved for client file: dec_a8]
</TABLE>
- --------------------
(1) The weighted average life of an Offered Certificate is determined by (i)
multiplying the amount of each distribution in 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 distributions in reduction of
principal balance referred to in clause (i).
S-54
<PAGE>
PERCENTAGE OF INITIAL CLASS A SUBCLASS PRINCIPAL BALANCE AND CLASS M PRINCIPAL
BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS A-9
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION ------------------------------------
DATE 0% % % % % %
<S> <C> <C> <C> <C> <C> <C>
- --------------- ------------------------------------
[Reserved for client file: dec_a9]
<CAPTION>
CLASS A-R AND A-LR
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION ----------------------------------
DATE 0% % % % % %
<S> <C> <C> <C> <C> <C> <C>
- --------------- ----------------------------------
[Reserved for c
[Reserved for client file: dec_ar]
<CAPTION>
CLASS M
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION ---------------------------------------
DATE 0% % % % % %
- --------------- ---------------------------------------
[Reserved for c
[Reserved for client file: dec_m]
</TABLE>
- --------------------
(1) The weighted average life of an Offered Certificate is determined by (i)
multiplying the amount of each distribution in 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 distributions in reduction of
principal balance referred to in clause (i).
S-55
<PAGE>
Interest on Mortgage Loans prepaid in full is accrued only to the date of
such prepayment in full. Any interest shortfall with respect to prepayments in
full will be offset only to the extent of the aggregate of the Servicing Fees
relating to mortgagor payments or other recoveries distributed on the related
Distribution Date. Any excess of such shortfall above the Servicing Fees in any
month will result in a pro rata reduction of interest distributable to the
holders of each Subclass of Class A Certificates, the holders of the Class M
Certificates and the holders of each subclass of the Class B Certificates.
Interest shortfalls resulting from the timing of the receipt of partial
principal prepayments on the Mortgage Loans or from net liquidation proceeds in
respect of Liquidated Loans will not be offset by Servicing Fees but will be
allocated first to the Class B Certificates until the Class B Principal Balance
has been reduced to zero, second to the Class M Certificates until the Class M
Principal Balance has been reduced to zero and finally to the Subclasses of
Class A Certificates. See "Description of the Certificates--Interest" herein and
"Prepayment and Yield Considerations" in the Prospectus.
Interest accrued on the Class A and Class M Certificates will be reduced by
the amount of any interest portions of Realized Losses allocated to such
Certificates as described under "Description of the Certificates--Interest"
herein. The yield on the Class A Certificates and the Class M Certificates will
be less than the yield otherwise produced by their respective Pass-Through Rates
and the prices at which the Class A and Class M 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).
SENSITIVITY OF THE CLASS A-9 CERTIFICATES
THE YIELD TO INVESTORS ON THE CLASS A-9 CERTIFICATES WILL BE SENSITIVE TO
BOTH THE TIMING OF RECEIPT OF PREPAYMENTS AND THE OVERALL RATE OF PRINCIPAL
PREPAYMENT ON THE MORTGAGE LOANS, WHICH RATE MAY FLUCTUATE SIGNIFICANTLY FROM
TIME TO TIME. INVESTORS SHOULD FULLY CONSIDER THE ASSOCIATED RISKS, INCLUDING
THE RISK THAT A RAPID RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) COULD
RESULT IN THE FAILURE OF INVESTORS IN THE CLASS A-9 CERTIFICATES TO FULLY
RECOVER THEIR INITIAL INVESTMENTS.
The following table indicates the sensitivity to various rates of prepayment
on the Mortgage Loans of the pre-tax yields to maturity on a corporate bond
equivalent ("CBE") basis of the Class A-9 Certificates. Such calculations are
based on distributions made in accordance with "Description of the Certificates"
above, on the assumptions described in clauses (i) through (v) of the
paragraph beginning on page S- and on the further assumptions that (i) each
Class A-9 Certificate will be purchased on , 199 at a purchase price
equal to % of the initial principal balance thereof plus accrued
interest thereon from 1, 199 to (but not including) , 199 , (ii)
the initial Class A Subclass Principal Balance of each Subclass of Class A
Certificates (other than the Class A-10 Certificates) will be as set forth on
the cover hereof and (iii) distributions to holders of Class A Certificates will
be made on the 25th day of each month.
SENSITIVITY OF THE CLASS A-9 CERTIFICATES TO PREPAYMENTS
<TABLE>
<CAPTION>
PERCENTAGES OF SPA
----------------------------------------------------------
0% % % % % %
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Pre-Tax Yield (CBE)................................................... % % % % % %
</TABLE>
The pre-tax yields set forth in the preceding table were calculated by (i)
determining the monthly discount rates which, when applied to the assumed stream
of cash flows to be paid on the Class A-9 Certificates, would cause the
discounted present value of such assumed stream of cash flows to equal an
assumed purchase price for each Class A-9 Certificate equal to % of
the initial principal balance thereof plus accrued interest and (ii) converting
such monthly rates to corporate bond equivalent rates. Such calculation does not
take into account the interest rates at which investors may be able to reinvest
funds received by them as distributions on the Class A-9 Certificates and
consequently does not purport to reflect the return on any investment in Class
A-9 Certificates when such reinvestment rates are considered.
NOTWITHSTANDING THE ASSUMED PREPAYMENT RATES REFLECTED IN THE PRECEDING
TABLE, IT IS HIGHLY UNLIKELY THAT THE MORTGAGE LOANS WILL PREPAY AT A CONSTANT
RATE UNTIL MATURITY OR THAT ALL OF THE MORTGAGE LOANS WILL PREPAY AT THE SAME
TIME. The Mortgage Loans initially included in the Trust Estate may differ from
those currently expected to be
S-56
<PAGE>
included in the Trust Estate, and thereafter may be changed as a result of
permitted substitutions. As a result of these factors, the pre-tax yields on the
Class A-9 Certificates are likely to differ from those shown in such table, even
if all of the Mortgage Loans prepay at the indicated percentages of SPA.
POOLING AND SERVICING AGREEMENT
GENERAL
The Series 199 - Certificates will be issued pursuant to a Pooling and
Servicing Agreement to be dated as of the date of initial issuance of the Series
199 - Certificates (the "Pooling and Servicing Agreement") among the Seller,
the Servicer and the Trustee. Reference is made to the Prospectus for important
additional information regarding the terms and conditions of the Pooling and
Servicing Agreement and the Series 199 - Certificates. See "Description of the
Certificates," "Servicing of the Mortgage Loans" and "The Pooling and Servicing
Agreement" in the Prospectus. Distributions (other than the final distribution
in retirement of the Class A Certificates of each Subclass and of the Class M
Certificates) 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 (other than a Class A-9 Certificate) evidencing
at least a $5,000,000 initial principal balance, or any holder of a Class A-9
Certificate evidencing at least a $ initial principal balance, distributions
will be made on the Distribution Date by wire transfer in immediately available
funds, provided that the Servicer, or the paying agent acting on behalf of the
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 A and Class M Certificate will be made
only upon presentation and surrender of such Class A or Class M Certificate at
the office or agency appointed by the Trustee specified in the notice of final
distribution with respect to the related Subclass or Class.
Unless Definitive Certificates are issued as described above, the Servicer
and the Trustee will treat DTC as the Holder of the Book-Entry Certificates for
all purposes, including making distributions thereon and taking actions with
respect thereto. DTC will make book-entry transfers among its participants with
respect to the Book-Entry Certificates; it will also receive distributions on
the Book-Entry Certificates from the Trustee and transmit them to participants
for distribution to Beneficial Owners or their nominees.
VOTING
With respect to any provisions of the Pooling and Servicing Agreement
providing for the action, consent or approval of the holders of all Series
199 - Certificates evidencing specified Voting Interests in the Trust Estate,
the holders of the Class A Certificates will collectively be entitled to the
then applicable Class A Percentage, and 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 199 - Certificates obtained by
dividing the then-outstanding Class M Principal Balance by the sum of the
then-outstanding Class A Principal Balance, Class M Principal Balance and Class
B Principal Balance and the holders of the Class B Certificates will
collectively be entitled to the balance of the aggregate Voting Interest
represented by all Series 199 - Certificates. The aggregate Voting Interests of
the Class A Certificates other than the Class A-10 Certificates, on any date
will be % of the Class A Percentage on such date. The aggregate Voting
Interest of the Class A-10 Certificates on any date will be % of the Class A
Percentage on such date. The aggregate Voting Interests of each Subclass of
Class A Certificates other than the Class A-10 Certificates on any date will be
equal to the product of (a) % of the Class A Percentage on such date and (b)
the fraction obtained by dividing the Class A Subclass Principal Balance of such
Subclass on such date by the aggregate Class A Subclass Principal Balance of the
Class A Certificates other than the Class A-10 Certificates on such date. The
aggregate Voting Interests of the Class M Certificates on any date will be 100%
of the percentage described above for the Class M Certificates 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 Subclass will have a Voting Interest
in such Subclass equal to such holder's Percentage Interest in such Subclass.
Unless Definitive Certificates are issued as described above, Beneficial Owners
of Book-Entry Certificates may exercise their voting rights only through
Participants.
S-57
<PAGE>
TRUSTEE
The Trustee for the Series 199 - Certificates will be
, a . The Corporate Trust Office of the
Trustee is located at . See "The Pooling and
Servicing Agreement--The Trustee" in the Prospectus.
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
The Servicing Fee paid to the Servicer with respect to the servicing of each
Mortgage Loan included in the Trust Estate underlying the Series 199 -
Certificates and administrative services provided by it will be % per annum
of the outstanding principal balance of each such Mortgage Loan. No Fixed
Retained Yield (as defined in the Prospectus) will be retained with respect to
any of the Mortgage Loans. See "Servicing of the Mortgage Loans-- Fixed Retained
Yield, Servicing Compensation and Payment of Expenses" in the Prospectus for
information regarding other possible compensation to the Servicer. The Servicer
will pay all routine expenses 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 Upper-Tier REMIC and the Lower-Tier REMIC will be allocated to
the holders of the Class A-R Certificate and Class A-LR Certificate,
respectively, who are individuals, estates, or trusts (whether such Certificates
are held directly or through certain pass-through entities) as additional gross
income without a corresponding distribution of cash, and any such investor (or
its owners, in the case of a pass-through entity) may be limited in its ability
to deduct such expenses for regular tax purposes and may not be able to deduct
such expenses to any extent for alternative minimum tax purposes. Unless and
until applicable authority provides otherwise, the Seller intends to treat all
such expenses as incurred by the Lower-Tier REMIC and, therefore, as allocable
to the holder of the Class A-LR Certificate. See "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC
Certificates--Limitations on Deduction of Certain Expenses" in the Prospectus.
OPTIONAL TERMINATION
At its option, the Servicer may purchase from the Trust Estate all remaining
Mortgage Loans, and thereby effect early retirement of the Series 199 -
Certificates, on any Distribution Date when the Pool Scheduled Principal Balance
is less than % of the Cut-Off Date Aggregate Principal Balance. Any such
purchase will be made only in connection with a "qualified liquidation" of the
Upper-Tier REMIC and the Lower-Tier REMIC within the meaning of Section
860F(a)(4)(A) of the Code. The purchase price will, generally, be equal to the
greater of (i) the unpaid principal balance of each Mortgage Loan plus the fair
market value of other property in the Trust Estate and (ii) the fair market
value of the Trust Estate's assets plus, in each case, accrued interest. See
"The Pooling and Servicing Agreement--Termination; Purchase of Mortgage Loans"
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.
For federal income tax purposes, the Trust Estate will consist of two
segregated asset groupings, which will each qualify as a REMIC for federal
income tax purposes. One REMIC (the "Lower-Tier REMIC") will issue certain
uncertificated interests (each, a "Lower-Tier REMIC Regular Interest"), each of
which will be designated as a regular interest in the Lower-Tier REMIC, and the
Class A-LR Certificate, which will be designated as the residual interest in the
Lower-Tier REMIC. The assets of the Lower-Tier REMIC will include the Mortgage
Loans, together with the amounts held by the 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 which secured
a Mortgage Loan which is acquired by foreclosure or deed in lieu of foreclosure.
The second REMIC (the "Upper-Tier REMIC") will issue all Subclasses of the
Class A Certificates other than the Class A-LR Certificate. The Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8 and Class
A-9 Certificates and the Class M Certificates (collectively, the "Regular
Certificates"), together with the Class A-10 Certificates and each subclass of
the Class B Certificates, will be designated as regular interests in the
Upper-Tier REMIC, and the Class A-R Certificate will be designated as the
residual interest in the Upper-Tier REMIC.
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<PAGE>
The regular interests and the residual interest in the Upper-Tier REMIC are
referred to herein collectively as the "Upper-Tier Certificates". The Class A-R
and Class A-LR Certificates are "Residual Certificates" for purposes of the
Prospectus. The assets of the Upper-Tier REMIC will include the uncertificated
Lower-Tier REMIC Regular Interests and a separate account in which distributions
on the uncertificated Lower-Tier REMIC Regular Interests will be deposited. The
aggregate amount distributed to the holders of the Upper-Tier Certificates,
payable from such separate account, will be equal to the aggregate distributions
in respect of the Mortgage Loans on the uncertificated Lower-Tier REMIC Regular
Interests.
The Offered Certificates will be treated as "qualifying real property loans"
for mutual savings banks and domestic building and loan associations, "regular
or residual interests in a REMIC" for domestic building and loan associations,
and "real estate assets" for real estate investment trusts, to the extent
described in the Prospectus.
REGULAR CERTIFICATES
The Regular Certificates generally will be treated as debt instruments for
federal income tax purposes. 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
Certificates will be issued at a premium and that the Class A- and Class M
Certificates will be issued with DE MINIMIS original issue discount for federal
income tax purposes. Although not free from doubt, it is anticipated that the
Class A- Certificates will be considered to be issued with original issue
discount in an amount equal to the excess of all distributions of principal and
interest thereon over their issue price (including accrued interest), and the
Seller intends to report income in respect of such Subclass of Certificates in
this manner. Under this method, any "negative" amounts of original issue
discount attributable to rapid prepayments would not be deductible currently,
but most likely would be offset against future positive accruals of original
issue discount, if any. Finally, the holder of a Class A- Certificate may be
entitled to a loss deduction to the extent it becomes certain that such holder
will not recover a portion of its basis in the Class A- Certificate, assuming no
further prepayments. The Class A-10 Certificates (not offered hereby) also will
be treated as issued with original issue discount for federal income tax
purposes.
The Prepayment Assumption (as defined in the Prospectus) that is to be used
in determining the rate of accrual of original issue discount and whether the
original issue discount is considered DE MINIMIS, and that may be used by a
holder of a Regular Certificate to amortize premium, will be calculated using
% SPA. No representation is made as to the actual rate at which the Mortgage
Loans will prepay.
RESIDUAL CERTIFICATES
The holders of the Class A-R and Class A-LR Certificates must include the
taxable income or loss of the Upper-Tier REMIC and the Lower-Tier REMIC,
respectively, in determining their federal taxable income. The Class A-R and
Class A-LR Certificates will remain outstanding for federal income tax purposes
until there are no Certificates of any other Class outstanding. PROSPECTIVE
INVESTORS ARE CAUTIONED THAT THE CLASS A-R CERTIFICATEHOLDER'S REMIC TAXABLE
INCOME AND THE TAX LIABILITY THEREON WILL, AND THE CLASS A-LR
CERTIFICATEHOLDER'S REMIC TAXABLE INCOME AND TAX LIABILITY THEREON MAY, EXCEED
CASH DISTRIBUTIONS TO SUCH HOLDERS DURING CERTAIN PERIODS, IN WHICH EVENT THE
HOLDERS THEREOF MUST HAVE SUFFICIENT ALTERNATIVE SOURCES OF FUNDS TO PAY SUCH
TAX LIABILITY. Furthermore, it is anticipated that all or a substantial portion
of the taxable income of the Upper-Tier REMIC and Lower-Tier REMIC includible by
the holders of the Class A-R and Class A-LR Certificates, respectively, will be
treated as "excess inclusion" income, resulting in (i) the inability of such
holder to use net operating losses to offset such income from the respective
REMIC, (ii) the treatment of such income as "unrelated business taxable income"
to certain holders who are otherwise tax-exempt, and (iii) the treatment of such
income as subject to 30% withholding tax to certain non-U.S. investors, with no
exemption or treaty reduction.
Under proposed Treasury regulations (the "Proposed REMIC Regulations")
released by the Internal Revenue Service on September 27, 1991, since the fair
market value of the Class A-R and Class A-LR Certificates will not exceed 2% of
the fair market value of the Upper-Tier REMIC and Lower-Tier REMIC,
respectively, the Class A-R and Class A-LR Certificates will not have
"significant value," and thrift institutions will not be permitted to offset
their net operating losses against such excess inclusion income. In addition,
under the Proposed REMIC Regulations, the Class A-R and Class A-LR Certificates
will be considered to be a "noneconomic residual interests," with the result
that transfers thereof will be disregarded for federal income tax purposes if
any significant purpose of the transfer was to impede the assessment or
collection of tax. Accordingly, the transferee affidavit used for transfers of
the
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<PAGE>
Class A-R and Class A-LR Certificates will require the transferee to state,
among other things, that it has no intention to impede the assessment or
collection of any federal, state or local income taxes legally required to be
paid with respect to the Class A-R or Class A-LR Certificate and that it will
not transfer the Class A-R or Class A-LR Certificate to any person or entity
that it has reason to believe has the intention to impede the assessment or
collection of such taxes. Finally, the Class A-R and Class A-LR Certificates
generally may not be transferred to persons who are not U.S. Persons (as defined
herein). See "Description of the Certificates--Restrictions on Transfer of the
Class A-R, Class A-LR and Class M Certificates" herein and "Certain Federal
Income Tax Consequences--Federal Income Tax Consequences for REMIC
Certificates--Taxation of the Residual Certificates--Limitations on Offset or
Exemption of REMIC Income" and "--Tax-Related Restrictions on Transfer of
Residual Certificates--Noneconomic Residual Interests" in the Prospectus.
Under proposed Treasury regulations relating to original issue discount, the
Lower-Tier REMIC Regular Interests would be treated as a single debt instrument
for original issue discount purposes because they will be issued in a single
transaction to a single holder (the Upper-Tier REMIC). Although there can be no
assurance that final regulations will apply this aggregation rule to the
Lower-Tier REMIC Regular Interests, the Servicer intends to calculate the
taxable income (or net loss) of the Upper-Tier REMIC and Lower-Tier REMIC (and
to report to the Class A-R and Class A-LR Certificateholders) by treating the
Lower-Tier REMIC Regular Interests as a single debt instrument. A failure of the
Lower-Tier REMIC Regular Interests to qualify as a single debt instrument for
original issue discount purposes could have a material adverse impact on the
timing of taxable income to the Class A-LR Certificateholder.
An individual, trust or estate that holds the Class A-R or Class A-LR
Certificate (whether such Certificate is held directly or indirectly through
certain pass-through entities) also may have additional gross income with
respect to, but may be subject to limitations on the deductibility of, Servicing
Fees on the Mortgage Loans and other administrative expenses properly allocable
to the Upper-Tier REMIC or the Lower-Tier REMIC, respectively, in computing such
holder's regular tax liability, and may not be able to deduct such fees or
expenses to any extent in computing such holder's alternative minimum tax
liability. In addition, some portion of a purchaser's basis, if any, in the
Class A-R or Class A-LR Certificate may not be recovered until termination of
the respective REMIC. Furthermore, the federal income tax consequences of any
consideration paid to a transferee on a transfer of a Class A-R or Class A-LR
Certificate are unclear; any such transferee receiving such consideration should
consult its tax advisors.
[Legislation has been proposed that would generally treat all partners in a
"large partnership" as Disqualified Organizations (as defined in the
Prospectus), thus subjecting such a partnership to tax annually as a
Pass-Through Entity (as defined in the Prospectus) on all of its excess
inclusion income at the highest corporate rate. The legislation would also
disallow 70% of any large partnership's miscellaneous itemized deductions,
including the deductions for Servicing Fees on the Mortgage Loans and other
administrative expenses properly allocable to the Class A-R or Class A-LR
Certificate, as the case may be, although the remaining deductions would not be
subject to the applicable limitations at the partner level. A "large
partnership" generally would include a partnership having 250 or more partners.
This proposed legislation, which was to be effective for taxable years ending on
or after December 31, 1992 was included in a Bill that was passed by Congress
but vetoed by the President on March 20, 1992. Such legislation has been
reintroduced and is pending in Congress. No prediction can be made regarding
whether such legislation will be enacted. 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" and "--Limitations on Deduction of Certain Expenses" in the
Prospectus.]
DUE TO THE SPECIAL TAX TREATMENT OF RESIDUAL INTERESTS, THE EFFECTIVE
AFTER-TAX RETURN OF THE CLASS A-R AND CLASS A-LR CERTIFICATES MAY BE
SIGNIFICANTLY LOWER THAN WOULD BE THE CASE IF THE CLASS A-R AND CLASS A-LR
CERTIFICATES WERE TAXED AS DEBT INSTRUMENTS.
See "Certain Federal Income Tax Consequences" in the Prospectus.
ERISA CONSIDERATIONS
Neither the Class A-R Certificate nor the Class A-LR Certificate may be
purchased by or transferred to any person which is an employee benefit plan
within the meaning of Section 3(3) of, and which is subject to the fiduciary
duty rules of Title 1, Sections 401-414 of, the Employee Retirement Income
Security Act of 1974, as amended
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("ERISA"), or Code Section 4975 or any person utilizing the assets of such
employee benefit plan (an "ERISA Plan"). Accordingly, the following discussion
does not purport to discuss the considerations under ERISA or Code Section 4975
with respect to the purchase, acquisition or resale of the Class A-R or Class
A-LR Certificate.
In addition, under current law the purchase and holding of the Class M
Certificates by or on behalf of an ERISA Plan may result in "prohibited
transactions" within the meaning of ERISA and Code Section 4975. Transfer of the
Class M Certificates will not be made unless the transferee (i) executes a
representation letter in form and substance satisfactory to the Trustee stating
that it is not, and is not acting on behalf of, any such ERISA Plan or using the
assets of any such ERISA Plan to effect such purchase or (ii) provides an
opinion of counsel in form and substance satisfactory to the Trustee that the
purchase or holding of the Class M Certificates by or on behalf of such ERISA
Plan will not result in the assets of the Trust Estate being deemed to be "plan
assets" and subject to the prohibited transaction provisions of ERISA and the
Code and will not subject the Servicer, the Seller or the Trustee to any
obligation in addition to those undertaken in the Pooling and Servicing
Agreement. The Class M 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 or Code Section 4975 with respect to the
purchase, acquisition or resale of the Class A-R, Class A-LR or Class M
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. For example, unless exempted, investment
by an ERISA Plan in the Offered Certificates may constitute a prohibited
transaction under ERISA or the Code. 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 , 19 , the DOL issued to the Underwriter an individual
administrative exemption, Prohibited Transaction Exemption , Fed. Reg.
(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, other than the Class A-R, Class
A-LR or Class M Certificates, by an ERISA Plan, provided that specified
conditions are met.
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, other
than the Class A-R, Class A-LR and Class M 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, other than the Class A-R, Class
A-LR or Class M Certificates, a fiduciary of an ERISA Plan should make its own
determination as to the [availability of the exemptive relief provided in the
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, other than the Class A-R, Class A-LR and
Class M Certificates. Any fiduciary of an ERISA Plan considering whether to
purchase an Offered Certificate, other than the Class A-R, Class A-LR and Class
M Certificates, should also carefully review with its own legal advisors the
applicability of the fiduciary duty and prohibited transaction provisions of
ERISA and the Code to such investment. See "ERISA Considerations" in the
Prospectus.
LEGAL INVESTMENT
[The Offered Certificates constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984 (the
"Enhancement Act") so long as they are rated in one of the two highest rating
categories by at least one nationally recognized statistical rating
organization. As such, the Offered Certificates are
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<PAGE>
legal investments for certain entities to the extent provided in the Enhancement
Act. However, institutions subject to the jurisdiction of the Office of the
Comptroller of the Currency, the Board of Governors of the Federal Reserve
System, the Federal Deposit Insurance Corporation, the Office of Thrift
Supervision, the National Credit Union Administration or state banking or
insurance authorities should review applicable rules, supervisory policies and
guidelines of these agencies before purchasing any of the Offered Certificates,
as certain Subclasses of the Class A Certificates or the Class M Certificates
may be deemed to be unsuitable investments under one or more of these rules,
policies and guidelines and whether certain restrictions may apply to
investments in other Subclasses of the Class A Certificates or the Class M
Certificates. It should also be noted that certain states recently have enacted,
or have proposed enacting, legislation limiting to varying extents the ability
of certain entities (in particular insurance companies) to invest in mortgage
related securities.] [The Offered Certificates will not constitute "mortgage
related securities" under the Secondary Mortgage Market Enhancement Act of 1984
(the "Enhancement Act"). The appropriate characterization of the Offered
Certificates under various legal investment restrictions, and thus the ability
of investors subject to these restrictions to purchase Offered Certificates, may
be subject to significant interpretive 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
Certificates will constitute legal investments for them.] Investors should
consult with their own legal advisors in determining whether and to what extent
Offered Certificates constitute legal investments for such investors. See "Legal
Investment" in the Prospectus.
SECONDARY MARKET
There will not be any market for the Offered Certificates offered hereby
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.
UNDERWRITING
Subject to the terms and conditions of the underwriting agreement dated as
of , 199 (the "Underwriting Agreement") among the Seller, PHMC and
, as underwriter (the "Underwriter"), the Offered
Certificates offered hereby are being purchased from the Seller by the
Underwriter upon issuance. 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 will be approximately % of the initial aggregate
principal balance of the Offered Certificates, plus accrued interest thereon and
on the aggregate initial principal balance of the Class A-10 Certificates at the
rate of % per annum from 1, 199 to (but not including) , 199 ,
before deducting expenses payable by the Seller. The Underwriter, which is [not]
an affiliate of the Seller, has advised the Seller that the Underwriter has not
allocated the purchase price paid to the Seller among the Subclasses or Classes
of Offered Certificates. 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 and PHMC 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
Certain legal matters in connection with the Offered Certificates offered
hereby will be passed upon for the Seller by Cadwalader, Wickersham & Taft, New
York, New York, and for the Underwriter by Brown & Wood, New York, New York.
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<PAGE>
[FOR SERIES WITH A FINANCIAL GUARANTY INSURANCE POLICY:
EXPERTS
The consolidated balance sheets of Financial Security Assurance Inc. and
Subsidiaries as of December 31, 1994 and December 31, 1993, and the related
consolidated statements of income, changes in shareholder's equity, and cash
flows for each of the three years in the period ended December 31, 1994,
incorporated by reference in this Prospectus Supplement, have been incorporated
herein in reliance on the report of Coopers & Lybrand, L.L.P., independent
accountants, and given on the authority of that firm as experts in auditing and
accounting.]
USE OF PROCEEDS
The net proceeds to be received from the sale of the Offered Certificates
offered hereby will be applied by the Seller to the purchase from PHMC of the
Mortgage Loans represented by the Series 199 - Certificates. It is expected
that PHMC 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 the Mortgage Loans
underlying the Series 199 - Certificates.
RATINGS
It is a condition to the issuance of the Offered Certificates that each
[Subclass] [Class] will have been rated ["Aaa" by [Moody's] and "AAA" by [S&P]
[Fitch]] ["Aa2" by [Moody's] and "AA" by [S&P] [Fitch]] ["A" by [Moody's] [S&P]
[and] [Fitch]] ["Baa" by [Moody's] [and] "BBB" by [S&P] [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 Moody's on mortgage pass-through certificates address the
likelihood of the receipt by certificateholders of all distributions of
principal and interest to which such certificateholders are entitled. Moody's
rating opinions address the structural, legal, issuer and tax-related aspects
associated with the certificates, including the nature of the underlying
mortgage loans and the credit quality of the credit support provider, if any.
Moody's ratings on pass-through certificates do not represent any assessment of
the likelihood that principal prepayments may differ from those originally
anticipated and consequently any adverse effect the timing of such prepayments
could have on an investor's anticipated yield.]
S-63
<PAGE>
INDEX OF SIGNIFICANT
PROSPECTUS SUPPLEMENT DEFINITIONS
<TABLE>
<CAPTION>
TERM PAGE
- ------------------------------------------------------------------------- -----
<S> <C>
Adjusted Pool Amount..................................................... S-24
Adjusted Principal Distribution Amount................................... S-30
Bankruptcy Coverage Termination Date..................................... S-37
Bankruptcy Loss.......................................................... S-27
Bankruptcy Loss Amount................................................... S-37
Beneficial Owner......................................................... S-20
Book-Entry Certificates.................................................. S-2
Book-Entry Nominee....................................................... S-34
Cede..................................................................... S-20
Class A Certificates..................................................... Cover
Class A Distribution Amount.............................................. S-23
Class A Optimal Principal Amount......................................... S-26
Class A Percentage....................................................... S-28
Class A Prepayment Percentage............................................ S-28
Class A Principal Balance................................................ S-24
Class A Principal Distribution Amount.................................... S-26
Class A Subclass Interest Accrual Amount................................. S-23
Class A Subclass Interest Shortfall Amount............................... S-26
Class A Subclass Principal Balance....................................... S-24
Class A-10 Notional Amount............................................... S-25
Class A-LR Notional Amount............................................... S-25
Class B Certificates..................................................... Cover
Class B Principal Balance................................................ S-24
Class B Subclass Interest Accrual Amount................................. S-24
Class B Subclass Principal Balance....................................... S-24
Class M Certificates..................................................... Cover
Class M Distribution Amount.............................................. S-23
Class M Interest Accrual Amount.......................................... S-24
Class M Interest Shortfall Amount........................................ S-26
Class M Optimal Principal Amount......................................... S-29
Class M Percentage....................................................... S-29
Class M Prepayment Percentage............................................ S-29
Class M Principal Balance................................................ S-24
Class M Principal Distribution Amount.................................... S-29
Code..................................................................... S-17
Cooperatives............................................................. S-39
Co-op Shares............................................................. S-39
Cross-Over Date.......................................................... S-36
Current Class B-1 Subordination Level.................................... S-30
Current Class M Subordination Level...................................... S-30
Cut-Off Date Aggregate Principal Balance................................. S-39
Debt Service Reduction................................................... S-27
Definitive Certificates.................................................. S-20
Depository Agreement..................................................... S-32
Determination Date....................................................... S-21
Distribution Date........................................................ S-21
DTC...................................................................... S-6
Enhancement Act.......................................................... S-61
ERISA.................................................................... S-17
</TABLE>
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<TABLE>
<CAPTION>
TERM PAGE
- ------------------------------------------------------------------------- -----
Excess Bankruptcy Losses................................................. S-38
<S> <C>
Excess Fraud Losses...................................................... S-37
Excess Special Hazard Losses............................................. S-37
Fitch.................................................................... S-5
Fixed Non-Relocation Program Loans....................................... S-46
Fixed Program Loans...................................................... S-46
Fraud Coverage Termination Date.......................................... S-37
Fraud Loss............................................................... S-27
Fraud Loss Amount........................................................ S-37
Indirect Participants.................................................... S-20
Liquidated Loan.......................................................... S-27
Liquidated Loan Loss..................................................... S-27
Lower-Tier REMIC......................................................... S-2
Lower-Tier REMIC Regular Interest........................................ S-58
Moody's.................................................................. S-5
Mortgage Loans........................................................... S-2
Mortgaged Properties..................................................... S-39
Mortgages................................................................ S-39
Net Foreclosure Profits.................................................. S-31
Net Mortgage Interest Rate............................................... S-25
Non-Supported Interest Shortfall......................................... S-25
Offered Certificates..................................................... S-2
Original Class B-1 Subordination Level................................... S-30
Original Class M Subordination Level..................................... S-30
Original Subordinated Principal Balance.................................. S-28
Participants............................................................. S-20
Percentage Interest...................................................... S-23
PHMC..................................................................... S-2
Pool Distribution Amount................................................. S-22
Pool Distribution Amount Allocation...................................... S-22
Pool Scheduled Principal Balance......................................... S-28
Pooling and Servicing Agreement.......................................... S-57
Prepayment Interest Shortfalls........................................... S-25
Program Loans............................................................ S-46
Realized Losses.......................................................... S-28
Record Date.............................................................. S-21
Regular Certificates..................................................... S-58
Relocation Mortgage Loans................................................ S-46
REMIC.................................................................... S-2
Reserve Fund............................................................. S-31
Reserve Fund Available Advance Amount.................................... S-32
Reserve Fund Depository.................................................. S-32
Reserve Fund Required Amount............................................. S-32
Reserve Fund Trigger Date................................................ S-31
Rules.................................................................... S-20
Scheduled Principal Balance.............................................. S-27
Securities Act........................................................... S-61
Seller................................................................... S-2
Series 199 - Certificates............................................... Cover
Servicer................................................................. S-5
S&P...................................................................... S-5
SPA...................................................................... S-52
</TABLE>
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<TABLE>
<CAPTION>
TERM PAGE
- ------------------------------------------------------------------------- -----
Special Hazard Loss...................................................... S-27
<S> <C>
Special Hazard Loss Amount............................................... S-37
Special Hazard Termination Date.......................................... S-37
Subclass................................................................. Cover
Subordinated Certificates................................................ Cover
Subordinated Percentage.................................................. S-28
Subordinated Prepayment Percentage....................................... S-28
Trust Estate............................................................. S-2
Underwriter.............................................................. S-62
Underwriting Agreement................................................... S-62
Upper-Tier REMIC......................................................... S-2
</TABLE>
S-66
<PAGE>
- ---------------------------------------------
---------------------------------------------
- ---------------------------------------------
---------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE SELLER OR [UNDERWRITER].
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
------------
INDEX
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Table of Contents........................................................ S-4
Summary Information...................................................... S-5
Risk Factors and Special Considerations.................................. S-19
Description of the Certificates.......................................... S-20
Description of the Mortgage Loans........................................ S-39
Origination, Delinquency and Foreclosure
Experience.............................................................. S-46
Prepayment and Yield Considerations...................................... S-50
Pooling and Servicing Agreement.......................................... S-57
Federal Income Tax Considerations........................................ S-58
ERISA Considerations..................................................... S-60
Legal Investment......................................................... S-61
Secondary Market......................................................... S-62
Underwriting............................................................. S-62
Legal Matters............................................................ S-62
[Experts................................................................. S-63]
Use of Proceeds.......................................................... S-63
Ratings.................................................................. S-63
Index of Significant Prospectus Supplement
Definitions............................................................. S-64
Appendix A: Financial Statements of
Financial Security
</TABLE>
PROSPECTUS
<TABLE>
<S> <C>
Reports.................................................................. 2
Additional Information................................................... 2
Additional Detailed Information.......................................... 2
Incorporation of Certain Information by
Reference............................................................... 2
Table of Contents........................................................ 3
Summary of Prospectus.................................................... 7
Risk Factors and Special Considerations.................................. 12
The Trust Estates........................................................ 14
Description of the Certificates.......................................... 23
Credit Support........................................................... 35
Prepayment and Yield Considerations...................................... 39
The Seller............................................................... 41
SASCOR................................................................... 42
PHMC..................................................................... 42
Use of Proceeds.......................................................... 49
Servicing of the Mortgage Loans.......................................... 49
The Pooling and Servicing Agreement...................................... 61
Certain Legal Aspects of the Mortgage Loans.............................. 64
Certain Federal Income Tax Consequences.................................. 70
ERISA Considerations..................................................... 93
Legal Investment......................................................... 97
Plan of Distribution..................................................... 98
Legal Matters............................................................ 99
Rating................................................................... 99
Index of Significant Definitions......................................... 100
</TABLE>
$
(APPROXIMATE)
THE PRUDENTIAL HOME
MORTGAGE SECURITIES
COMPANY, INC.
SELLER
MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 199 -
--------------
PROSPECTUS SUPPLEMENT
--------------
[UNDERWRITER]
- ---------------------------------------------
---------------------------------------------
- ---------------------------------------------
---------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS SUPPLEMENT, SUBJECT TO COMPLETION, DATED JANUARY 26, 1996
MULTIPLE SERVICER VERSION
$ (APPROXIMATE)
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC. [LOGO]
SELLER
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 199 -
PRINCIPAL AND INTEREST PAYABLE MONTHLY, COMMENCING IN 199
------------------------
The Series 199 - Mortgage Pass-Through Certificates (the "Series 199 -
Certificates") will consist of two classes of senior certificates (the "Class A
Certificates" and the "Class AP Certificates," respectively, and together, the
"Senior Certificates") and two classes of subordinated certificates (the "Class
M Certificates" and the "Class B Certificates," respectively, and together, the
"Subordinated Certificates"). The Senior 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 six subclasses (each, a "Subclass") of Certificates
designated as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and
Class A-R Certificates. The Class AP and 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, none of which is offered hereby. The Class
A Certificates, the Class AP Certificates and the Class M Certificates are the
only Series 199 - Certificates being offered hereby and are referred to herein
collectively as the "Offered Certificates."
The credit enhancement for the Series 199 - 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 in the aggregate
for at least nine years beginning on the first Distribution Date. See "Summary
Information--Credit Enhancement " and "--Effects of Prepayments on Investment
Expectations," "Description of the Certificates" and "Prepayment and Yield
Considerations" herein.
(CONTINUED ON NEXT PAGE)
PROSPECTIVE INVESTORS IN THE OFFERED CERTIFICATES SHOULD CONSIDER THE FACTORS
DISCUSSED UNDER "RISK FACTORS AND SPECIAL CONSIDERATIONS" IN THIS PROSPECTUS
SUPPLEMENT ON PAGE S- AND IN THE PROSPECTUS ON PAGE .
------------------------
THESE SECURITIES DO NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF THE PRUDENTIAL
HOME MORTGAGE SECURITIES COMPANY, INC. OR ANY AFFILIATE THEREOF. NEITHER THESE
SECURITIES NOR THE UNDERLYING MORTGAGE LOANS WILL BE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
INITIAL INITIAL
SUBCLASS OR SUBCLASS OR
SUBCLASS OR CLASS SUBCLASS OR CLASS
CLASS PRINCIPAL PASS-THROUGH CLASS PRINCIPAL PASS-THROUGH
DESIGNATION BALANCE (1) RATE DESIGNATION BALANCE (1) RATE
<S> <C> <C> <C> <C> <C>
Class A-1.... $ % Class A-5.... $ %
Class A-2.... $ % Class A-R.... $ %
Class A-3.... $ % Class AP..... $ (2)
Class A-4.... $ % Class M...... $ %
</TABLE>
(1) Approximate. The initial Subclass or Class Principal Balances are subject to
adjustment as described herein.
(2) The Class AP Certificates are principal-only certificates and will not be
entitled to distributions in respect of interest.
The Offered Certificates will be purchased by (the
"Underwriter") from the Seller and will be offered by the Underwriter from time
to time in negotiated transactions or otherwise at varying prices to be
determined at the time of sale. The aggregate proceeds to the Seller are
expected to be approximately % of the initial aggregate principal balance
of the Class A, Class AP and Class M Certificates plus accrued interest thereon,
other than on an amount equal to the initial aggregate principal balance of the
Class AP Certificates, before deducting expenses payable by the Seller estimated
to be $ . The price to be paid to the Seller for the Class A, Class AP and
Class M Certificates has not been allocated among the Class A, Class AP and
Class M Certificates nor among the Subclasses of Class A Certificates. 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 conditions.
It is expected that the Offered Certificates will be available for delivery
through the facilities of The Depository Trust Company or, in the case of the
Class A-R, Class AP and Class M Certificates, at the offices of
, New York, New York , in each case, on or about
, 199 .
[UNDERWRITER]
The date of this Prospectus Supplement is , 199 .
<PAGE>
(CONTINUED FROM PREVIOUS PAGE)
The Series 199 - Certificates will evidence in the aggregate the entire
beneficial ownership interest in a trust fund (the "Trust Estate") established
by The Prudential Home Mortgage Securities Company Inc. (the "Seller") 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 years (the "Mortgage
Loans"), other than the Fixed Retained Yield described herein, together with
certain related property. Certain of the Mortgage Loans may be secured primarily
by shares issued by cooperative housing corporations. The servicing of the
Mortgage Loans will be performed by various servicers identified herein (each, a
"Servicer"), including The Prudential Home Mortgage Company, Inc. ("PHMC"), an
affiliate of both the Seller and Securitized Asset Services Corporation (in its
capacity as master servicer, the "Master Servicer," otherwise "SASCOR"), and
will be supervised by the Master Servicer. The Mortgage Loans will be acquired
by the Seller on the date of issuance of the Series 199 - Certificates from
PHMC, and will have been originated by PHMC or acquired by PHMC from various
entities (each, a "PHMC Loan Seller"). The Mortgage Loans not originated by PHMC
were originated by the PHMC Loan Sellers or acquired by the PHMC Loan Sellers
pursuant to mortgage loan purchase programs operated by such PHMC Loan Sellers.
See "Description of the Mortgage Loans" herein. The Senior Certificates will
initially evidence in the aggregate an approximate % undivided interest in
the principal balance of the Mortgage Loans. The Class M Certificates will
initially evidence in the aggregate an approximate % interest in the
principal balance of the Mortgage Loans. The remaining approximate %
undivided interest in the principal balance of the Mortgage Loans will be
evidenced by the Class B Certificates.
Distributions in respect of interest and of 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 199 ,
to the holders of Offered Certificates, as described herein. The amount of
interest accrued on any Subclass or Class of Offered Certificates (other than
the Class AP Certificates) will be reduced by any 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 AP 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 Senior Certificates have
received all amounts due them (other than the Class AP 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 AP Certificates have received the Class
AP 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 Senior Certificates
and 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 AP 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 Senior 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 AP Certificates, the Class AP Deferred
Amount) and such Subclass has received the amount of interest due with respect
to such Distribution Date. Distributions in reduction of the principal balance
of the Class A Certificates on any Distribution Date will be allocated among the
Subclasses of the Class A Certificates in the manner described herein under
"Description of the Certificates--Principal (Including Prepayments)."
Distributions to each Subclass or undivided Class of Offered Certificates will
be made pro rata among Certificateholders of such Subclass or Class.
THE YIELD TO MATURITY OF THE OFFERED CERTIFICATES WILL BE SENSITIVE IN VARYING
DEGREES TO THE RATE AND TIMING OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS,
WHICH MAY BE MADE AT ANY TIME WITHOUT PENALTY) ON THE MORTGAGE LOANS. INVESTORS
IN THE OFFERED CERTIFICATES SHOULD CONSIDER THE ASSOCIATED RISKS, INCLUDING, IN
THE CASE OF OFFERED CERTIFICATES PURCHASED AT A DISCOUNT, PARTICULARLY THE CLASS
AP CERTIFICATES, THE RISK THAT A SLOWER THAN ANTICIPATED RATE OF PAYMENTS IN
RESPECT OF PRINCIPAL (INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS, OR IN THE
CASE OF THE CLASS AP CERTIFICATES, ON THE DISCOUNT MORTGAGE LOANS, COULD RESULT
IN AN ACTUAL YIELD THAT IS LOWER THAN ANTICIPATED. A FASTER THAN ANTICIPATED
RATE OF PAYMENTS IN RESPECT OF PRINCIPAL (INCLUDING PREPAYMENTS) ON THE MORTGAGE
LOANS COULD RESULT IN AN ACTUAL YIELD THAT IS LOWER THAN ANTICIPATED FOR
INVESTORS PURCHASING OFFERED CERTIFICATES AT A PREMIUM. INVESTORS PURCHASING
OFFERED CERTIFICATES AT A PREMIUM SHOULD ALSO CONSIDER THE RISK THAT A RAPID
RATE OF PAYMENTS IN RESPECT OF PRINCIPAL (INCLUDING PREPAYMENTS) ON THE MORTGAGE
LOANS COULD RESULT IN THE FAILURE OF SUCH INVESTORS TO FULLY RECOVER THEIR
INITIAL INVESTMENTS. THE YIELD TO INVESTORS IN THE CLASS AP CERTIFICATES WILL BE
SENSITIVE TO THE RATE OF PRINCIPAL PAYMENTS OF THOSE MORTGAGE LOANS WITH NET
MORTGAGE INTEREST RATES LESS THAN % (THE "DISCOUNT MORTGAGE LOANS"). THE
YIELD TO MATURITY OF THE CLASS M CERTIFICATES WILL BE MORE SENSITIVE THAN THE
SENIOR 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. SEE "DESCRIPTION OF THE CERTIFICATES--INTEREST," "--PRINCIPAL
(INCLUDING PREPAYMENTS)" AND "--SUBORDINATION OF CLASS M AND CLASS B
CERTIFICATES" HEREIN AND "PREPAYMENT AND YIELD CONSIDERATIONS" HEREIN AND IN THE
PROSPECTUS.
S-2
<PAGE>
(CONTINUED FROM PREVIOUS PAGE)
The Offered Certificates, other than the Class A-R, Class AP, and Class M
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.
The Offered Certificates may not be an appropriate investment for individual
investors. Although, as described herein, there can be no assurance as to the
rate at which principal distributions will be made on any Subclass or Class of
Offered Certificates would be an inappropriate investment for an investor
requiring a distribution of a particular amount of principal on a specific date
or an otherwise predictable stream of distributions. 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
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
CERTIFICATES IS AN "INSURANCE COMPANY GENERAL ACCOUNT" OR (II) AN OPINION OF
COUNSEL AS PROVIDED IN THIS PROSPECTUS SUPPLEMENT. IN ADDITION, THE CLASS A-R
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 (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 and Class M 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-2, Class A-3,
Class A-4 and Class A-5 Certificates, the Class AP 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 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 Class A Certificates represent six Subclasses of a Class, and the Class AP
and Class M Certificates each represent a Class, all of which are part of a
separate Series of Certificates being offered by the Seller pursuant to the
Prospectus dated , 199 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.
UNTIL , 199 , ALL DEALERS EFFECTING TRANSACTIONS IN THE OFFERED
CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS IS IN ADDITION TO THE
OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
S-3
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Summary Information...................................................... S-5
Risk Factors and Special Considerations.................................. S-22
General................................................................ S-22
Subordination.......................................................... S-22
Book-Entry System for Certain Subclasses of Class A Certificates....... S-22
Recent Developments.................................................... S-22
Description of the Certificates.......................................... S-23
Denominations.......................................................... S-23
Definitive Form........................................................ S-23
Book-Entry Form........................................................ S-23
Distributions.......................................................... S-25
Interest............................................................... S-27
Principal (Including Prepayments)...................................... S-31
Calculation of Amount to be Distributed to the Class A
Certificates........................................................ S-31
Calculation of Amount to be Distributed to the Class AP
Certificates........................................................ S-34
Calculation of Amount to be Distributed to the Class M
Certificates........................................................ S-35
Allocation of Amount to be Distributed............................... S-38
Additional Rights of the Class A-R Certificateholder................... S-38
Periodic Advances...................................................... S-39
[Financial Security Assurance Inc...................................... S-39]
Restrictions on Transfer of the Class A-R and Class M Certificates..... S-41
Reports................................................................ S-42
Subordination of Class M and Class B Certificates...................... S-42
Allocation of Losses................................................. S-43
Description of the Mortgage Loans........................................ S-47
General................................................................ S-47
Mortgage Loan Data..................................................... S-50
Mandatory Repurchase or Substitution of Mortgage Loans................. S-57
Optional Repurchase of Defaulted Mortgage Loans........................ S-57
Mortgage Underwriting Standards........................................ S-57
PHMC Delinquency and Foreclosure Experience.............................. S-57
Prepayment and Yield Considerations...................................... S-62
Sensitivity of the Class AP Certificates............................... S-69
Pooling and Servicing Agreement.......................................... S-70
General................................................................ S-70
Distributions.......................................................... S-70
Voting................................................................. S-70
Trustee................................................................ S-71
Master Servicer........................................................ S-71
Optional Termination................................................... S-71
Servicing of the Mortgage Loans.......................................... S-72
The Servicers.......................................................... S-72
Custodial Accounts..................................................... S-72
Fixed Retained Yield; Servicing Compensation and Payment of Expenses... S-73
Servicer Defaults...................................................... S-74
Certain Recent Legal Developments Affecting Mortgage Loans............... S-74
Federal Income Tax Considerations........................................ S-74
Regular Certificates................................................... S-75
Residual Certificate................................................... S-75
ERISA Considerations..................................................... S-76
Legal Investment......................................................... S-77
Secondary Market......................................................... S-77
Underwriting............................................................. S-78
Legal Matters............................................................ S-78
[Experts................................................................. S-78]
Use of Proceeds.......................................................... S-78
Ratings.................................................................. S-78
Index of Significant Prospectus Supplement Definitions................... S-80
</TABLE>
S-4
<PAGE>
SUMMARY INFORMATION
THE FOLLOWING IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS SUPPLEMENT AND IN THE
ACCOMPANYING PROSPECTUS (THE "PROSPECTUS"). CAPITALIZED TERMS USED IN THIS
PROSPECTUS SUPPLEMENT AND NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS
ASSIGNED IN THE PROSPECTUS. SEE "INDEX OF SIGNIFICANT PROSPECTUS SUPPLEMENT
DEFINITIONS" HEREIN AND "INDEX OF SIGNIFICANT DEFINITIONS" IN THE PROSPECTUS.
<TABLE>
<S> <C>
Title of Securities.... Mortgage Pass-Through Certificates, Series 199 -
Certificates (the "Series 199 - Certificates" or the
"Certificates").
Seller................. The Prudential Home Mortgage Securities Company, Inc.
(the "Seller")
Participant............ The Prudential Home Mortgage Company, Inc. ("PHMC").
The Mortgage Loans that PHMC sells to the Seller will
either have been originated by PHMC or acquired by PHMC
from various entities (each, a "PHMC Loan Seller"),
which either originated the Mortgage Loans or acquired
the Mortgage Loans pursuant to mortgage loan purchase
programs operated by the PHMC Loan Sellers. None of the
PHMC Loan Sellers is an affiliate of PHMC.
Servicing/Servicers.... PHMC and one or more other Servicers (comprising the
PHMC Loan Sellers) approved by the Master Servicer will
provide customary servicing functions with respect to
the Mortgage Loans pursuant to Servicing Agreements
assigned to the Trust Estate. Servicers servicing more
than % of the Mortgage Loans by Cut-off Date
Aggregate Principal Balance are PHMC and
. 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 a fixed percentage per annum multiplied by the
Scheduled Principal Balance of such Mortgage Loan on
the first day of the preceding Due Period and (ii)
other additional servicing compensation described
herein. The weighted average of the Servicing Fee Rates
is expected to be approximately % as of the Cut-Off
Date. See "Servicing of the Mortgage Loans" herein and
in the Prospectus.
Master Servicer........ Securitized Asset Services Corporation (in its capacity
as master servicer, the "Master Servicer"; otherwise,
"SASCOR"). SASCOR is a direct, wholly owned subsidiary
of PHMC and is an affiliate of the Seller. The Master
Servicer will (a) provide administrative services with
respect to the Certificates and monitor certain aspects
of the servicing of the Mortgage Loans, (b) provide
certain reports to the Trustee regarding the Mortgage
Loans and the Certificates, (c) make advances, to the
extent described herein, with respect to the Mortgage
Loans if a Servicer fails to make a required advance
and (d) cause the Mortgage Loans to be serviced in the
event that a Servicer is terminated and a successor
Servicer is not appointed. 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
a fixed percentage per annum multiplied by the
Scheduled Principal Balance of such Mortgage Loan on
the first day of the preceding month and (ii) any
interest earned on funds in the Master Servicer
Custodial Account. See "The Pooling and Servicing
Agreement--The Master Servicer" herein and "Servicing
of the Mortgage Loans--The Master Servicer" in the
Prospectus.
</TABLE>
S-5
<PAGE>
<TABLE>
<S> <C>
Trustee................ , a national banking association (the "Trustee"). See
"Pooling and Servicing Agreement--Trustee" in this
Prospectus Supplement.
Rating of
Certificates......... It is a condition to the issuance of the Series 199 -
Certificates offered by this Prospectus Supplement and
the Prospectus that they shall have been rated [["Aaa"
by Moody's Investors Service, Inc. ("Moody's")] ["AAA"
by [Fitch Investors Service, L.P. ("Fitch")] [Duff &
Phelps Credit Rating Co. ("DCR")]] [and] ["AAA" and
"AAAr" by Standard and Poor's ("S&P")]] and [["Aa" by
Moody's] ["AA" by [Fitch] [DCR] [S&P]] [and] ["A" by
[Moody's] [Fitch] [DCR] [S&P]] [and] [["Baa" by
Moody's] ["BBB" by [Fitch] [DCR] [S&P]. The ratings by
[Moody's] [Fitch] [DCR] [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 prepay-
ments, 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 199 - Certificates will consist of the Class
A Certificates, the Class AP Certificates, the Class M
Certificates and the Class B Certificates. The Class A
and Class AP 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 Senior 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 199 - 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. See
"--Distributions of Principal and Interest" below.
The Senior Certificates will initially evidence in the
aggregate an approximate % interest in the
principal balance of the Mortgage Loans. The Class M
Certificates will initially evidence in the aggregate
an approximate % interest in the principal
balance of the Mortgage Loans. The remaining
approximate % interest in the principal balance
of the Mortgage Loans will be evidenced by the Class B
Certificates. The Class AP Certificates will evidence
an interest in portions of the principal balances of
Mortgage Loans that have Net Mortgage Interest Rates,
as defined on page S- , less than % (the
"Discount Mortgage Loans"), such initial interest in
the aggregate representing an approximate %
interest by principal balance of the Mortgage Loans
(the "Pool Balance (Class AP Portion)"). In addition,
the Class AP Certificates will represent an approximate
% initial interest in the principal balance of
the Discount Mortgage Loans. By virtue of the
subordination of the Class M and Class B Certificates,
it is possible that the Class AP Certificates may also
receive support from certain payments made with respect
to the other Mortgage Loans in the Trust Estate. The
Class A, Class M and Class B Certificates will evidence
the entire remaining interest in the principal balance
of the Mortgage Loans (the "Pool Balance (Classes A/M/B
Portion)"). Initially, the Class A Certificates will
evidence in the aggregate an approximate %
(approximately $ ) undivided interest in the
initial Pool Balance (Classes A/M/B Portion); the Class
M Certificates will evidence in the aggregate an
approximate % (approximately $ )
undivided interest in the initial
</TABLE>
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Pool Balance (Classes A/M/B Portion); and the Class B
Certificates will evidence in the aggregate an
approximate % (approximately $ ) undivided
interest in the initial Pool Balance(Classes A/M/B Por-
tion). The relative interests in the initial Pool
Balance (Classes A/M/B Portion) represented by the
Class A, 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 for a specified period and the
allocation of certain losses and certain shortfalls
first to the 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.
The Class A Certificates will consist of six subclasses
designated as the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5 and Class A-R Certificates. The
Class AP Certificates are a separate class and are not
a subclass of the Class A Certificates. The Class AP
and 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
which are not offered hereby and may be retained or
sold by the Seller. The Class A Certificates, the Class
AP Certificates and the Class M Certificates are
referred to in this Prospectus Supplement as the
"Offered Certificates."
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 AP
and Class M Certificates as of the date of issuance of
the Series 199 - Certificates and the approximate
initial aggregate principal balance of such subclasses
and classes as of the date of this Prospectus Supple-
ment will not, with respect to the Senior Certificates,
exceed 5% of the initial aggregate principal balance of
the Class A and Class AP Certificates as stated on the
cover of this Prospectus Supplement and, with respect
to the Class M Certificates, will depend on the final
subordination levels for the Series 199 - 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-R
Certificate, and to the Class AP Certificates.
Forms of Certificates; Denominations . . The Offered Certificates will be issued either in
book-entry form or in fully registered, certificated
form ("Definitive Certificates"). The following table
sets forth the original certificate form, the minimum
denomination and the incremental denomination of the
Offered Certificates. The Offered Certificates are not
intended to be directly or indirectly held or
beneficially owned in amounts lower than such minimum
denominations.
</TABLE>
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FORM AND DENOMINATIONS OF OFFERED CERTIFICATES
ORIGINAL CERTIFICATE MINIMUM INCREMENTAL
SUBCLASS FORM DENOMINATION DENOMINATION
- ------------------------------ -------------------- -------------- ------------
Classes A-1, A-2, A-3, A-4 and
A-5.......................... Book-Entry $ 100,000 $1,000
<S> <C> <C> <C>
Class A-R..................... Definitive $ N/A
Class AP...................... Definitive $ 100,000 $ 1(1)
Class M....................... Definitive $ 100,000 $1,000
</TABLE>
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(1) In order to aggregate the original principal balance of such Subclass, one
certificate will be issued with an incremental denomination of less than
that shown.
- --------------------------------------------------------------------------------
<TABLE>
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BOOK-ENTRY FORM. The Offered Certificates, other than
the Class A-R, Class AP and Class M 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--
Definitive Form" in this Prospectus Supplement.
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 AP and Class M
Certificates will each be issued as Definitive
Certificates. See "Description of the Certifi-
cates--Denominations" and "--Definitive Form" in this
Prospectus Supplement.
Mortgage Loans......... MORTGAGE LOAN DATA. The Mortgage Loans, which are the
source of distributions to holders of the Series 199 -
Certificates, will consist of conventional, fixed
interest rate, monthly pay, fully amortizing, one- to
four-family, residential first mortgage loans, having
original terms to stated maturity of approximately
years, which may include loans secured by shares issued
by cooperative housing corporations. 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.
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SELECTED MORTGAGE LOAN DATA(2)
(AS OF THE CUT-OFF DATE)
Cut-Off Date: 1, 199
Number of Mortgage Loans:
Aggregate Unpaid Principal Balance(1): $
Range of Unpaid Principal Balances(1): $ to $
Average Unpaid Principal Balance(1): $
Range of Mortgage Interest Rates: % to %
Weighted Average Mortgage Interest
Rate(1): %
Range of Remaining Terms to Stated
Maturity: months to months
Weighted Average Remaining Term to
Stated Maturity(1): months
Range of Original Loan-to-Value
Ratios(1): % to %
Weighted Average Original
Loan-to-Value Ratio(1): %
Geographic Concentration of Mortgaged
Properties
Securing Mortgage Loans in Excess of
5% of the
Aggregate Unpaid Principal
Balance(1): [States] %
Maximum Five-Digit Zip Code
Concentration(1): %
</TABLE>
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(1) Approximate.
(2) Information concerning the Discount Mortgage Loans is set forth under
"Description of the Mortgage Loans--General."
- --------------------------------------------------------------------------------
<TABLE>
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CHANGES TO POOL. A number of 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 199 - Certificates (which is expected to
occur on or about , 199 ) (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 199 -
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 infor-
mation will be filed with the Securities and Exchange
Commission within 15 days following such issuance date.
See "Description of the Mortgage Loans" in this
Prospectus Supplement.
Subsequent to the issuance of the Series 199 -
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
</TABLE>
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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 Master Servicer 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
199 - Certificates. See "Pooling and Servicing
Agreement--Optional Termination" in this Prospectus
Supplement.
Underwriting
Standards............. Approximately % (by Cut-Off Date Aggregate
Principal Balance) of the Mortgage Loans (the "PHMC
Underwritten Loans") were generally originated in
conformity with PHMC's underwriting standards applied
either by PHMC or by eligible originators to whom PHMC
had delegated all underwriting functions. In certain
instances, exceptions to PHMC's underwriting standards
may have been granted by PHMC to such originators. See
"Underwriting of the Mortgage Loans--PHMC Loan
Production and Underwriting" in the Prospectus.
Approximately % and % (by Cut-Off Date
Aggregate Principal Balance) of the Mortgage Loans (the
"Pool Certification Underwritten Loans") will have been
reviewed by General Electric Mortgage Insurance
Corporation ("GEMICO") or United Guaranty Residential
Insurance Company ("UGRIC"), respectively, to ensure
compliance with their respective credit, appraisal and
underwriting standards. Neither the Series 199 -
Certificates nor the Mortgage Loans are insured or
guaranteed under a mortgage pool insurance policy
issued by GEMICO or UGRIC. The Pool Certification
Underwritten Loans were evaluated by PHMC using
enhanced credit scoring ("ECS") as described in the
Prospectus under "PHMC--Mortgage Loan Underwriting"
and, based on the ECS scores of such Mortgage Loans,
some of such Mortgage Loans were re-underwritten by
PHMC. The remaining approximate % (by Cut-Off Date
Aggregate Principal Balance) of the Mortgage Loans (the
"Bulk Purchase Underwritten Loans") were purchased by
PHMC from one or more PHMC Loan Sellers and were
underwritten using underwriting standards which may
vary from PHMC's underwriting standards. However, PHMC
has in each case reviewed the underwriting standards
applied and determined that such variances did not
depart materially from PHMC's underwriting standards.
See "Description of the Mortgage Loans--Mortgage
Underwriting Standards" in this Prospectus Supplement.
Distributions of Principal and Interest . DISTRIBUTIONS IN GENERAL. Distributions on the Series
199 - 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 199, 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 DTC.
The amount available for distribution on any
Distribution Date is primarily a function of (i) the
amount remitted by mortgagors of the Mortgage Loans in
payment of their scheduled installments of principal
and interest, (ii) the amount of prepayments made by
the mortgagors and (iii) proceeds from liquidations of
defaulted Mortgage Loans.
On any Distribution Date, holders of the Class A and
Class AP Certificates will be entitled to receive all
amounts due them (other than the Class AP
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Deferred Amount, as defined on page S- ) before any
distributions are made to holders of the Class M and
Class B Certificates on that Distribution Date. The
Class AP Certificates will be entitled to receive the
Class AP 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
holders of the Class A Certificates and then, if the
amount available for distribution exceeds the amount of
interest due holders of the Class A Certificates, to
reduce the outstanding principal balances of the Class
A and Class AP Certificates. The likelihood that a
holder of a particular subclass of Class A 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 heading "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" in this Prospectus Supplement.
After all amounts due on the Class A and Class AP
Certificates (other than the Class AP Deferred Amount)
have been paid, the amount remaining will be
distributed, in the following order, to (i) pay any
Class AP 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) pay interest due to the holders of
the Class M Certificates, (iii) pay principal due to
the holders of the Class M Certificates less any
amounts used to pay the Class AP Deferred Amount and
(iv) pay 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 desig-
nations receive any payments in respect of interest or
principal, provided that the principal due any subclass
will be reduced by any amount used to pay the Class AP
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 the Trustee may, in certain
circumstances, be required to make such advances upon a
Servicer's default on its obligation to advance. See
"Description of the Certificates--Periodic Advances" in
this Prospectus Supplement.
INTEREST DISTRIBUTIONS. The amount of interest to
which holders of each class or subclass of Offered
Certificates, other than the Class AP Certificates,
will be entitled each month is calculated based on the
outstanding principal balance of such class or
subclass, as of the related Distribution Date. Interest
will accrue each month on each such class or subclass
according to the following formula: 1/12th of the
Pass-Through Rate for such class or subclass multiplied
by the outstanding principal balance of such class or
subclass as of the related Distribution Date. Holders
of the
</TABLE>
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Class AP Certificates will not be entitled to receive
distributions of interest. The "Pass-Through Rate" for
each subclass 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 Servicer and the nature of the event resulting in
the interest shortfall.
In the case of principal prepayments IN FULL occurring
with respect to Mortgage Loans serviced under the PHMC
Servicing Agreement, PHMC will be obligated to cover
resulting interest shortfalls up to the aggregate
amount of Servicing Fees payable thereunder on such
Distribution Date. Interest shortfalls resulting from
partial principal prepayments occurring with respect to
Mortgage Loans serviced under the PHMC Servicing
Agreement will not be offset by Servicing Fees payable
thereunder, but instead will be borne first by the
Class B Certificates and then by the Class A
Certificates. See "Description of the
Certificates--Subordination of the Class B
Certificates" in this Prospectus Supplement. In the
case of both prepayments in full and partial principal
prepayments occurring with respect to Mortgage Loans
serviced under the Other Servicing Agreements, interest
shortfalls resulting from such prepayments will be
offset to the extent of the aggregate servicing
compensation due to the related Servicer under the
respective Other Servicing Agreement on such Distri-
bution Date.
Shortfalls in collections of interest resulting from
principal prepayments in full occurring with respect to
Mortgage Loans serviced under the PHMC Servicing
Agreement, to the extent they exceed the aggregate
amount of Servicing Fees payable thereunder with
respect to a Distribution Date, and shortfalls in
collections of interest resulting from principal
prepayments in full or in part occurring with respect
to Mortgage Loans serviced under the Other Servicing
Agreements, to the extent they exceed the aggregate
amount of servicing compensation payable to the related
Servicer under the respective Other Servicing Agreement
with respect to a Distribution Date ("Non-Supported
Interest Shortfalls"), will be allocated pro rata among
the classes of the Series 199 - Certificates (other
than the Class AP Certificates) based on their
then-outstanding principal balances and will be
allocated pro rata among the subclasses of Class A
Certificates based on interest accrued.
In addition, the amount of interest required to be
distributed to holders of the Series 199 - 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 pro rata in
accordance with their respective entitlements to
interest and the amount
</TABLE>
S-12
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<S> <C>
of any deficiency will be added to the amount of
interest that the 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 and Class AP
Certificates (other than any Class AP 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.
Interest on the Class A Certificates and Class M
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 are entitled each month will equal the sum
for each Mortgage Loan of the product of (a) the
Classes A/M/B 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 "Classes A/M/B
Fraction" with respect to any Mortgage Loan will equal
the lesser of (a) 1.0 and (b) the Net Mortgage Interest
Rate for such Mortgage Loan divided by %. 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 to the Pool Balance
(Classes A/M/B Portion). The Class A Prepayment
Percentage will be equal to the percentage described in
the preceding sentence plus an additional amount equal
to a percentage of the principal otherwise
distributable to the holders of the Subordinated
Certificates. As a result, the percentage of certain
unscheduled principal payments otherwise distributable
to the holders of the Subordinated Certificates that is
instead distributable to the holders of the Class A
Certificates 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" in this Prospectus
Supplement, until the ninth anniversary of the first
Distribution Date and thereafter it is 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 Classes A/M/B
Fraction of such Mortgage Loan equal, in each case, to
100% less the applicable percentage for the Class A
Certificates described above.
The aggregate amount of principal to which holders of
the Class AP Certificates are entitled each month will
equal the sum for each Discount Mortgage Loan of the
product of (a) the Class AP Fraction for such
</TABLE>
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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. In addition, the Class AP 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 AP Deferred Amount. The "Class AP Fraction" with
respect to any Discount Mortgage Loan will equal the
difference between 1.0 and the Classes A/M/B Fraction
for such Discount Mortgage Loan. The Class AP 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 AP Certificates will also be
entitled each month to an amount equal to the Class AP
Deferred Amount. The Class AP Deferred Amount will be
paid to holders of the Class AP Certificates only from
amounts otherwise distributable as principal to the
Subordinated Certificates. The Class AP Deferred Amount
will be paid first 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 AP
Deferred Amount.
Except as described below under "--Effect of
Subordination Level on Principal Distributions," on
each Distribution Date, the Class M 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-out-
standing principal balance of the Class M Certificates
to the then-outstanding principal balance of the
Subordinated Certificates.
The amount that is available for distribution to the
holders of the Class A and Class AP Certificates on any
Distribution Date as a distribution of principal (other
than any Class AP Deferred Amount) is equal to the
amount remaining after deducting the amount of interest
distributable on the Class A Certificates from the
total amount collected that is available to be
distributed to holders of the Series 199 - 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)--Allo-
cation of Amount to be Distributed" in this Prospectus
Supplement.
The amount that is available for distribution to the
holders of the Class M Certificates on any Distribution
Date as a distribution of principal is the amount
remaining after all interest and principal
distributions due on the Class A Certificates, all
principal distributions on the Class AP Certificates
(including any Class AP 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 199 -
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
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be entitled to distributions of principal on certain
Distribution Dates and the principal balance 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, Class M and Class B
Certificates is less than such percentage was upon the
initial issuance of the Series 199 - 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 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, Class M and Class B Certificates is less than
such percentage at the time of the initial issuance of
the Series 199 - Certificates, then such subclasses of
Class B Certificates with higher numerical designations
will not be entitled to distributions of principal and
the principal balances of such subclasses will not be
taken into account for purposes of calculating the
portions of scheduled and unscheduled principal
payments allocable to the Class M Certificates and to
the subclasses of Class B Certificates with lower
numerical designations.
In any such case, the Class M Certificates and those
subclasses of Class B Certificates with lower numerical
designation 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 designation 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 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 Senior Certificates to
receive distributions, to the extent described herein.
The rights of the holders of the Class B Certificates
to receive distributions will be subordinated to the
rights of the holders of the Senior Certificates and
the Class M Certificates to receive distributions, to
the extent described herein. This subordination
provides a certain amount of protection to the holders
of the Senior Certificates (to the extent of the
subordination of the Class M and Class B Certificates)
and the Class M Certificates (to the extent of the
subordination of the Class B Certificates) 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
Senior Certificates by means of this subordination will
be effected in two ways: (i) by the preferential right
of the holders of the Senior Certificates to receive,
prior to any
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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 and the amount of principal
due the holders of the Class AP 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 M and Class B Certificates and (ii) by the
allocation to the Class M and Class B Certificates,
until their respective principal balances are 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 Senior Certificates. See
"Description of the Certificates--Distributions" in
this Prospectus Supplement.
In general, the protection afforded the holders of the
Class M Certificates by means of this subordination
will also be effected in two ways: (i) by the
preferential right of the holders of the Class M
Certificates to receive, prior to any distribution
being made on any Distribution Date in respect of the
Class B Certificates, the amounts of interest and
principal due the holders of the Class M Certificates
on such date and, if necessary, by the right of such
holders to receive future distributions on the Mortgage
Loans that would otherwise have been allocated to the
holders of the Class B Certificates and (ii) by the
allocation to the Class B Certificates, until their
principal balance has been reduced to zero, of certain
losses resulting from the liquidation of defaulted
Mortgage Loans or the bankruptcy of mortgagors prior to
the allocation of such losses to the Class M
Certificates. See "Description of the
Certificates--Distributions" in this Prospectus
Supplement.
In 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 Senior Certificates, a disproportionate amount of
prepayments and certain unscheduled recoveries with
respect to the Mortgage Loans will be allocated to the
Class A Certificates. This allocation has the effect of
accelerating the amortization of the Class A
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.
EXTENT OF LOSS COVERAGE. Realized losses on Mortgage
Loans, other than losses that are (i) attributable to
"special hazards" not insured against under a standard
hazard insurance policy, (ii) incurred on defaulted
Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loans or (iii)
attributable to certain actions which may be taken by a
bankruptcy court in connection with a Mortgage Loan,
including a reduction by a bankruptcy court of the
principal balance of or the interest rate on a Mort-
gage Loan or an extension of its maturity, will not be
allocated to the Senior 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 ) has
been reduced to zero and 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 ) has been reduced to zero. 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).
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With respect to any Distribution Date subsequent to the
first Distribution Date, the availability of the credit
enhancement provided by the Class M and 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 and 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 199 -
Certificates, the amount of losses attributable to
special hazards, fraud and bankruptcy that will be
absorbed solely by the holders of the Class B
Certificates and then solely by the holders of the
Class M Certificates will be approximately %, %
and %, respectively, of the Cut-Off Date Aggregate
Principal Balance of the Mortgage Loans (approximately
$ , $ and $ , 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, Class
M and subclasses of Class B Certificates and (ii) to
the extent such losses arise with respect to Discount
Mortgage Loans, the Class AP Certificates, in each case
according to their respective interests in such
Mortgage Loans and (b) the interest portion of any such
losses with respect to the Mortgage Loans will
generally be shared pro rata by the Class A, Class M
and Class B Certificates based on their respective
interest accrual amounts. Under certain circumstances,
the limits set forth above may be reduced as described
under "Description of the Certificates--Subordination
of Class M and Class B Certificates-- Allocation of
Losses" in this Prospectus Supplement.
After the principal balances of the Class M and Class B
Certificates have been reduced to zero, the principal
portion of all losses (other than the portion
attributable to the Class AP Certificates, if any) will
be allocated to the Class A Certificates. To the extent
such losses arise with respect to Discount Mortgage
Loans, such losses will be shared between the Class A
and Class AP Certificates, according to their
respective interests in such Mortgage Loans. The
interest portion of such losses will be borne by the
Class A Certificates. Any losses borne by the Class A
Certificates will be shared pro rata by the subclasses
of Class A Certificates based on their then-outstanding
principal balances with respect to the principal
portion of such losses, and based on their accrued
interest, with respect to the interest portion of such
losses. 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 THE SENIOR
CERTIFICATES, IN THE EVENT THAT THE AGGREGATE PRINCIPAL
BALANCE OF THE CLASS B CERTIFICATES HAS BEEN REDUCED TO
ZERO.
See "Description of the Certificates--Subordination of
Class M and Class B Certificates" in this Prospectus
Supplement.
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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 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 the Class A Certificates
then entitled to principal distributions during the
nine years beginning on the first Distribution Date.
The actual yield to the holder of an Offered
Certificate may not be equal to the yield anticipated
at the time of purchase of the Certificate or,
notwithstanding that the actual yield is equal to the
yield anticipated at that time, the total return on
investment expected by the investor or the expected
weighted average life of the Certificate may not be
realized. These effects are summarized below. IN
DECIDING WHETHER TO PURCHASE ANY OFFERED CERTIFICATES,
AN INVESTOR SHOULD MAKE AN INDEPENDENT DECISION AS TO
THE APPROPRIATE PREPAYMENT ASSUMPTIONS TO BE USED.
YIELD. If an investor purchases an Offered Certificate
at an amount equal to its unpaid principal balance
(that is, at "par"), the effective yield to that
investor (assuming that there are no interest
shortfalls and assuming the full return of the
investor's invested principal) will approximate the
Pass-Through Rate on that Certificate. If an investor
pays less or more than the unpaid principal balance of
an Offered Certificate (that is, buys the Certificate
at a "discount" or "premium," respectively), then,
based on the assumptions set forth in the preceding
sentence, the effective yield to the investor will be
higher or lower, respectively, than the stated interest
rate on the Certificate, because such discount or
premium will be amortized over the life of the
Certificate. Any deviation in the actual rate of
prepayments on the Mortgage Loans from the rate assumed
by the investor will affect the period of time over
which, or the rate at which, the discount or premium
will be amortized and, consequently, will change the
investor's actual yield from that anticipated. The
timing of receipt of prepayments may also affect the
investor's actual yield. The yield experienced by an
investor in the Class AP Certificates, which do not
bear interest, is solely a function of the price paid
by such investor, the rate and timing of principal
payments on the Discount Mortgage Loans and losses
incurred on and after the Cross-Over Date. The
particular sensitivity of the Class AP Certificates is
displayed in a table appearing under the heading
"Prepayment and Yield Considerations" in this
Prospectus Supplement. AN INVESTOR THAT PURCHASES ANY
OFFERED CERTIFICATES AT A DISCOUNT, PARTICULARLY THE
CLASS AP CERTIFICATES, SHOULD CONSIDER THE RISK THAT A
SLOWER THAN ANTICIPATED RATE OF PRINCIPAL PAYMENTS ON
THE MORTGAGE LOANS, OR IN THE CASE OF THE CLASS AP
CERTIFICATES, ON THE DISCOUNT MORTGAGE LOANS, WILL
RESULT IN AN ACTUAL YIELD THAT IS LOWER THAN SUCH
INVESTOR'S EXPECTED YIELD. AN INVESTOR THAT PURCHASES
ANY OFFERED CERTIFICATES AT A PREMIUM SHOULD CONSIDER
THE RISK THAT A FASTER THAN ANTICIPATED RATE OF
PRINCIPAL PAYMENTS ON THE MORTGAGE LOANS WILL RESULT IN
AN ACTUAL YIELD THAT IS LOWER THAN SUCH INVESTOR'S
EXPECTED YIELD AND SHOULD CONSIDER THE RISK THAT A
RAPID RATE OF PRINCIPAL PAYMENTS ON THE MORTGAGE LOANS
COULD RESULT IN THE FAILURE OF SUCH INVESTOR TO FULLY
RECOVER
</TABLE>
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ITS INITIAL INVESTMENT. THE YIELD ON THE CLASS AP
CERTIFICATES WILL BE INFLUENCED BY PRINCIPAL PAYMENTS
SOLELY WITH RESPECT TO THE DISCOUNT MORTGAGE LOANS.
REINVESTMENT RISK. As stated above, if an Offered
Certificate is purchased at an amount equal to its
unpaid principal balance (that is, at "par"),
fluctuations in the rate of distributions of principal
will generally not affect the yield to maturity of that
Certificate. However, the total return on any
investor's investment, including an investor who
purchases at par, will be reduced to the extent that
principal distributions received on its Certificate
cannot be reinvested at a rate as high as the stated
interest rate of the Certificate or, in the case of the
Class AP Certificates, the expected yield, which is
based on the price paid by the investor and the rate of
prepayments anticipated by such investor. Investors in
the Offered 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 avail-
able to an investor for reinvestment at such high
prevailing interest rates may be relatively small.
WEIGHTED AVERAGE LIFE VOLATILITY. One indication of
the impact of varying prepayment speeds on a security
is the change in its weighted average life. The
"weighted average life" of an Offered Certificate 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 extension of the
weighted average life of a Certificate; high rates, in
the shortening of such weighted average life. In gener-
al, if the weighted average life of a Certificate
purchased at par is extended beyond that initially
anticipated, such Certificate's market value may be
adversely affected even though the yield to maturity on
the Certificate is unaffected. The weighted average
life of the Class AP Certificates will be determined by
the rate of prepayment of the Discount Mortgage Loans
and generally will not be affected by the rate of
prepayment on other Mortgage Loans.
The weighted average lives of the Offered Certificates,
under various prepayment scenarios, are displayed in
the tables appearing under the heading "Prepayment and
Yield Considerations" in this Prospectus Supplement.
Federal Income Tax
Status................ 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-2, Class A-3, Class A-4 and Class A-5 Certificates,
the Class AP Certificates, the Class M Certificates,
and the Class B-1,
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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. The Class Certificates will be issued
with original issue discount in an amount equal to the
excess of the initial principal balance thereof over
their issue price. It is anticipated that the Class
A- , Class A- and Class A- Certificates will be issued
with original issue discount in an amount equal to the
excess of their initial principal balances (plus days
of interest at the pass-through rates thereon) over
their respective issue prices. It is also anticipated
that the Class A- and Class A- Certificates will be
issued at a premium and that the Class Certificates
will be issued with DE MINIMIS original issue discount
for federal income tax purposes. It is further
anticipated that the Class B-1, Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates will be 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 PURPOSES.
See "Description of the Certificates--Restrictions on
Transfer of the Class A-R and Class M Certificates" and
"Federal Income Tax Considerations" in this Prospectus
Supplement and "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC
Certificates" in the Prospectus.
ERISA Considerations... A fiduciary of any employee benefit plan subject to the
Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or a
governmental plan subject to any federal, state or
local law ("Similar Law") which is, to a material
extent, similar to the foregoing provisions of ERISA or
the Code (collectively, a "Plan"), should carefully
review with its 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 CERTIFICATES ARE SUBORDINATED TO THE SENIOR
CERTIFICATES, THE CLASS M CERTIFICATES MAY NOT BE
TRANSFERRED UNLESS THE TRANSFEREE HAS DELIVERED (I) A
REPRESENTATION LETTER TO THE TRUSTEE AND SELLER STATING
EITHER (A) THAT THE TRANSFEREE IS NOT A PLAN AND IS NOT
ACTING ON BEHALF OF A PLAN OR USING THE ASSETS OF A
PLAN TO EFFECT SUCH PURCHASE OR (B) SUBJECT TO CERTAIN
CONDITIONS DESCRIBED HEREIN, THAT THE SOURCE OF FUNDS
USED TO PURCHASE THE CLASS M
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CERTIFICATES IS AN "INSURANCE COMPANY GENERAL ACCOUNT"
OR (II) AN OPINION OF COUNSEL AS DESCRIBED UNDER "ERISA
CONSIDERATIONS" IN THIS PROSPECTUS SUPPLEMENT RELATING
TO THE OFFERING OF SUCH CERTIFICATES. THE CLASS A-R
CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO A
PLAN. See "ERISA Considerations" in this Prospectus
Supplement and in the Prospectus.
Legal Investment....... [The Offered Certificates will constitute "mortgage
related securities" for purposes of the Secondary
Mortgage Market Enhancement Act of 1984 (the
"Enhancement Act") so long as they are rated in one of
the two highest rating categories by at least one
nationally recognized statistical rating organization.
As such, the Offered Certificates are legal investments
for certain entities to the extent provided in such
act. 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
rated securities.] [The Offered Certificates will not
constitute "mortgage related securities" under the
Secondary Mortgage Market Enhancement Act of 1984 (the
"Enhancement Act"). The appropriate characterization of
the Offered Certificates under various legal investment
restrictions, and thus the ability of investors subject
to these restrictions to purchase Offered Certificates,
may be subject to significant interpretive
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 Certificates will constitute legal
investments for them.] Prospective purchasers of the
Offered Certificates should consult their own legal,
tax and accounting advisors in determining the
suitability of and consequences to them of the
purchase, ownership and disposition of the Offered
Certificates. See "Legal Investment" in this Prospectus
Supplement.
</TABLE>
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RISK FACTORS AND SPECIAL CONSIDERATIONS
GENERAL
The rate of distributions in reduction of the principal balance of any
Subclass or Class of Offered Certificates, the aggregate amount of distributions
of principal and interest on any Subclass or Class of Offered Certificates and
the yield to maturity of any Subclass or Class of Offered Certificates will be
directly related to the rate of payments of principal on the Mortgage Loans in
the Trust Estate or, in the case of the Class AP Certificates, on the Discount
Mortgage Loans, and the amount and timing of mortgagor defaults resulting in
Realized Losses. The rate of principal payments on the Mortgage Loans will in
turn be affected by the amortization schedules of the Mortgage Loans, the rate
of principal prepayments (including partial prepayments and those resulting from
refinancing) thereon by mortgagors, liquidations of defaulted Mortgage Loans,
repurchases by PHMC of Mortgage Loans as a result of defective documentation or
by the appropriate Representing Party for breaches of representations and
warranties and optional purchase by the Master Servicer of all of the Mortgage
Loans in connection with the termination of the Trust Estate. See "Pooling and
Servicing Agreement--Optional Termination" herein and "The Trust
Estates--Mortgage Loans--Assignment of Mortgage Loans to the Trustee,"
"--Optional Repurchases" and "The Pooling and Servicing Agreement--Termination;
Purchase of Mortgage Loans" in the Prospectus. Mortgagors are permitted to
prepay the Mortgage Loans, in whole or in part, at any time without penalty.
The rate of payments (including prepayments) on pools of mortgage loans is
influenced by a variety of economic, geographic, social and other factors. If
prevailing rates for similar mortgage loans fall below the Mortgage Interest
Rates on the Mortgage Loans, the rate of prepayment would generally be expected
to increase. Conversely, if interest rates on similar mortgage loans rise above
the Mortgage Interest Rates on the Mortgage Loans, the rate of prepayment would
generally be expected to decrease.
An investor that purchases any Offered Certificates at a discount,
particularly the Class AP Certificates, should consider the risk that a slower
than anticipated rate of principal payments on the Mortgage Loans, or in the
case of the Class AP Certificates, on the Discount Mortgage Loans, will result
in an actual yield that is lower than such investor's expected yield. An
investor that purchases any Offered Certificates at a premium should consider
the risk that a faster than anticipated rate of principal payments on the
Mortgage Loans will result in an actual yield that is lower than such investor's
expected yield. See "Prepayment and Yield Considerations" herein.
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 Senior Certificates and 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 Senior Certificates and the Class M Certificates,
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
Since transactions in the Offered Certificates (other than the Class A-R,
Class AP and Class M Certificates) (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 to persons
or entities that do not participate in the DTC system, or to otherwise act with
respect to such Book-Entry Certificates, may be limited due to the lack of a
physical certificate for such Book-Entry Certificates. In addition, under a
book-entry format, Beneficial Owners may experience delays in their receipt of
payments, since distributions will be made by the Master Servicer, or a paying
agent on behalf of the Master Servicer, to Cede, as nominee for DTC. Also,
issuance of the Book-Entry Certificates in book-entry form may reduce the
liquidity thereof in any secondary trading market that may develop therefor
because investors may be unwilling to purchase securities for which they cannot
obtain delivery of physical certificates. See "Description of the
Certificates--Book-Entry Form" herein.
RECENT DEVELOPMENTS
The Seller, the Master Servicer and PHMC are each either a direct or
indirect, wholly owned subsidiary of Residential Services Corporation of
America, which is a direct, wholly owned subsidiary of The Prudential Insurance
Company of America, a mutual insurance company organized under the laws of the
State of New Jersey ("Prudential Insurance"). On March 15, 1995, Prudential
Insurance announced its intention to sell Residential Services
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Corporation of America, including all of its subsidiary operations. Such sale
may be effected through the sale of either the stock or assets of Residential
Services Corporation of America or such subsidiary operations, including the
Seller, the Master Servicer and PHMC. However, Prudential Insurance has not
entered into any such agreement for the sale of Residential Services Corporation
of America, the Seller, the Master Servicer or PHMC as of the date of this
Prospectus Supplement.
See "Risk Factors and Special Considerations" in the Prospectus.
DESCRIPTION OF THE CERTIFICATES
DENOMINATIONS
The Offered Certificates, other than the Class A-R and Class AP
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. The Class A-R Certificate will be issued as a single Certificate
with a denomination of $ initial principal balance. The Class AP Certificates
will be issued in minimum denominations of $100,000 initial principal balance
and integral multiples of $1 initial principal balance in excess thereof, except
that one of the Class AP Certificates may be issued in any denomination in
excess of $100,000 initial principal balance.
DEFINITIVE FORM
Offered Certificates issued in fully registered, certificated form are
referred to herein as "Definitive Certificates." The Class A-R, Class AP and
Class M Certificates will be issued as Definitive Certificates. Distributions of
principal of, and interest on, the Definitive Certificates will be made by the
Trustee or other paying agent directly to holders of Definitive Certificates in
accordance with the procedures set forth in the Pooling and Servicing Agreement.
The Definitive Certificates will be transferable and exchangeable at the offices
of the Trustee or other certificate registrar. No service charge will be imposed
for any registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other governmental charge
imposed in connection therewith.
BOOK-ENTRY FORM
Each Subclass of the Book-Entry Certificates initially will be represented
by one physical certificate registered in the name of Cede & Co. ("Cede"), as
nominee of DTC, which will be the "holder" or "Certificateholder" of such
Certificates, as such terms are used herein. No person acquiring an interest in
the Book-Entry Certificates (a "Beneficial Owner") will be entitled to receive a
Definitive Certificate representing such person's interest in the Book-Entry
Certificates, except as set forth 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 (as defined below), 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 UCC 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 (including the Underwriter), 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
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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, 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.
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
re-issued to Beneficial Owners or their nominees, rather than to DTC or its
nominee, only if (i) the Master Servicer advises the Trustee 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 Master Servicer
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.
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DISTRIBUTIONS
Distributions of interest and in reduction of principal balance to holders
of the Class A, Class AP, Class M and Class B Certificates will be made monthly,
to the extent of each Subclass' 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 199 . With respect to
the Class A Certificates, such distributions will be made, to the extent of each
Subclass's entitlement thereto, in an aggregate amount equal to the Class A
Distribution Amount. With respect to the Class AP Certificates, such
distributions will be made, to the extent of the Class AP Certificates'
entitlement thereto, on each Distribution Date in an amount equal to the Class
AP Principal Distribution Amount after all amounts in respect of interest due on
the Class A Certificates for such Distribution Date including all previously
unpaid Class A Subclass Interest Shortfall Amounts with respect to any Subclass
of Class A Certificates have been paid. With respect to the Class M
Certificates, such distributions will be made, to the extent of the Class M
Certificates' entitlement thereto, on each Distribution Date in an aggregate
amount equal to the Class M Distribution Amount after all amounts in respect of
interest and principal due on the Class A Certificates and principal due on the
Class AP Certificates for such Distribution Date including all previously unpaid
Class A Subclass Interest Shortfall Amounts with respect to any Subclass of
Class A Certificates have been paid. See "Description of the
Certificates--Interest" herein. The "Determination Date" with respect to each
Distribution Date will be the 17th day of each month, or if such day is not a
business day, the preceding business day. Distributions will be made on each
Distribution Date to holders of record (which, in the case of the Book-Entry
Certificates, will be Cede, as nominee for DTC) at the close of business on the
last business day of the preceding month (each, a "Record Date"), except that
the final distribution in respect of any Certificate will only be made upon
presentation and surrender of such Certificate at the office or agency appointed
by the Trustee and specified in the notice of final distribution in respect of
such Certificate.
The aggregate amount available for distribution to Certificateholders on
each Distribution Date will be the Pool Distribution Amount. The "Pool
Distribution Amount" for a Distribution Date will be the sum of all previously
undistributed payments or other receipts on account of principal (including
principal prepayments and Liquidation Proceeds in respect of principal, if any),
and interest (net of related Servicing Fees) 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 by any Servicer, the Master Servicer
or the Trustee and (ii) all other amounts (including any insurance proceeds)
placed in the Master Servicer Custodial Account by any Servicer on or before the
Remittance Date or by the Master Servicer on or before the Distribution Date
pursuant to the Pooling and Servicing Agreement, but excluding the following:
(a) amounts received as late payments of principal or interest respecting
which one or more unreimbursed Periodic Advances has been made;
(b) to the extent permitted by the Pooling and Servicing Agreement, that
portion of Liquidation Proceeds with respect to a Mortgage Loan that represents
any unreimbursed Periodic Advances of such Servicer;
(c) those portions of each payment of interest on a particular Mortgage Loan
which represent (i) the applicable Servicing Fee as adjusted in respect of
Prepayment Interest Shortfalls and, if applicable, Curtailment Interest
Shortfalls as described under "Description of the Certificates--Interest" below,
(ii) the Master Servicer Fee and (iii) the Fixed Retained Yield, if any;
(d) all amounts representing scheduled payments of principal and interest
due after the Due Date occurring in the month in which such Distribution Date
occurs;
(e) all principal prepayments in full and all partial principal prepayments
on Mortgage Loans serviced under an Other Servicing Agreement and all proceeds
of any Mortgage Loans, or property acquired in respect thereof, liquidated,
purchased or repurchased pursuant to the Pooling and Servicing Agreement (other
than Partial Liquidation Proceeds with respect to Mortgage Loans serviced under
the PHMC Servicing Agreement), received by Servicers or the Master Servicer 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 on
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<PAGE>
Mortgage Loans serviced under the PHMC Servicing Agreement, received by PHMC on
or after the Determination Date occurring in the month in which such
Distribution Date occurs, and all related payments of interest on such amounts;
(f) 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 Servicer Fee to which such
Servicer or the Master Servicer, respectively, is entitled, or which represents
unpaid Fixed Retained Yield, and the portion of net Liquidation Proceeds used to
reimburse any unreimbursed Periodic Advances made by the Master Servicer or the
Trustee;
(g) 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 Master Servicer Custodial Account
pursuant to the Pooling and Servicing Agreement;
(h) reinvestment earnings on payments received in respect of the Mortgage
Loans or on other amounts on deposit in the Master Servicer Custodial Account;
(i) proceeds received in connection with the liquidation of a Mortgage Loan
serviced under an Other Servicing Agreement in any month prior to the month in
which such Mortgage Loan becomes a Liquidated Loan (other than any such proceeds
with respect to a Mortgage Loan that became a Liquidated Loan in the month prior
to the month in which such Distribution Date occurs);
(j) Net Foreclosure Profits; and
(k) the amount of any recoveries in respect of principal which had
previously been allocated as a loss to one or more Classes or Subclasses of the
Certificates.
The "Remittance Date" with respect to any Distribution Date will be the 18th
day of each month, or if any day is not a business day, the preceding business
day.
Each Servicer is required to deposit in the Master Servicer Custodial
Account on the Remittance Date certain amounts in respect of the Mortgage Loans
as set forth herein under "Servicing of the Mortgage Loans--Custodial Accounts."
The Master Servicer is required to remit to the Trustee on or before the
Distribution Date any payments constituting part of the Pool Distribution Amount
that are received by the Master Servicer or are required to be made with the
Master Servicer's own funds. Except as described below under "Description of the
Certificates--Periodic Advances" the Master Servicer is not obligated to remit
to the Trustee any amounts which a Servicer was required but failed to deposit
in the Master Servicer Custodial Account.
On each Distribution Date, the Pool Distribution Amount will be allocated
among the Classes or Subclasses of Certificates and distributed to the holders
thereof of record as of the related Record Date as follows (the "Pool
Distribution Amount Allocation"):
FIRST, to the Subclasses of Class A Certificates, 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, to the Class A and Class AP Certificates pro rata,
based on their respective class optimal principal amounts, (A) to the Subclasses
of Class A Certificates, in an aggregate amount up to the Class A 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 to the Class A
Certificates" and (B) to the Class AP Certificates in an amount up to the Class
AP Optimal Principal Amount;
FOURTH, to the Class AP Certificates in an amount up to the Class AP
Deferred Amount, but only, first from amounts otherwise distributable (without
regard to this priority) to the subclasses of Class B Certificates pursuant to
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priority EIGHTH clause (C) of this Pool Distribution Amount Allocation and then
from amounts otherwise distributable (without regard to this priority) to the
Class M Certificates pursuant to priority SEVENTH of this Pool Distribution
Amount Allocation;
FIFTH, to the Class M Certificates in an amount up to the Class M Interest
Accrual Amount with respect to such Distribution Date;
SIXTH, to the Class M Certificates in an amount up to the sum of the
previously unpaid Class M Interest Shortfall Amounts;
SEVENTH, to the Class M Certificates in an amount up to the Class M
Optimal Principal Amount; provided, however, that the amount distributable
pursuant to this priority SEVENTH to the Class M Certificates will be reduced by
the amount, if any, otherwise distributable as principal hereunder used to pay
the Class AP Deferred Amount in accordance with priority FOURTH; and
EIGHTH, sequentially, to the Class B-1, Class B-2, Class B-3, Class B-4
and Class B-5 Certificates so that each such Subclass shall receive (A) 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 interest
shortfall amount and (C) finally, an amount up to its 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 EIGHTH 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 AP Deferred
Amount in accordance with priority FOURTH.
The "Class A 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 undivided percentage interest (the "Percentage Interest") represented by
any Offered 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 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 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 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 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 Offered Certificates (the "Pass-Through Rate") is the
percentage set forth on the cover of this Prospectus Supplement.
No interest will accrue on the Class AP Certificates.
The amount of interest that will accrue on the Class M Certificates during
each month, after taking into account any Non-Supported Interest Shortfalls and
the interest portion of certain losses allocated to such Class, is referred to
herein as the "Class M Interest Accrual Amount." The Class M Interest Accrual
Amount will equal the difference between (a) the product of (i) 1/12th of %
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.
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<PAGE>
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
Class, 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 % 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 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'
pro rata share of the principal portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses previously allocated to the holders of
Class A 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 may be subject to
further reduction in an amount equal to such Subclass' pro rata share of the
difference, if any, between (a) the Class A 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 (Class AP 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 on the basis of their then-outstanding Class A Subclass Principal
Balances immediately prior to 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 AP Principal Balance" as of any Determination Date will be the
principal balance of the Class AP Certificates on the date of initial issuance
of the Class AP Certificates less (i) all amounts previously distributed to
holders of the Class AP Certificates in reduction of the principal balance of
such Class 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 previously
allocated to the holders of the Class AP 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 AP Principal Balance will be
subject to further reduction in an amount equal to the excess, if any, of (a)
the Class AP Principal Balance as of such Determination Date without regard to
this provision over (b) the Adjusted Pool Amount (Class AP Portion) for the
preceding Distribution Date.
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 previously allocated to the
holders of the Class M Certificates in the manner described herein under
"--Subordination of Class M and Class B Certificates--Allocation of Losses" and
(b) the Adjusted Pool Amount as of the preceding Distribution Date less the sum
of (i) the Class A Principal Balance and (ii) the Class AP Principal Balance,
each 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 previously allocated 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) Class A Principal Balance, (ii)
the Class AP Principal Balance, (iii) the Class M Principal Balance and (iv) 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.
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<PAGE>
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 199 - 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 (Class AP
Portion)" will equal the sum as to each Mortgage Loan outstanding at the Cut-Off
Date of the product of (A) the Class AP 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 199 - 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 ranging from % to %
per annum, (ii) the Master Servicing Fee Rate as set forth in the Pooling and
Servicing Agreement and (iii) the Fixed Retained Yield Rate, if any, for such
Mortgage Loan. The initial weighted average Servicing Fee Rate of the Mortgage
Loans is approximately % per annum. See "Servicing of the Mortgage
Loans--Fixed Retained Yield; Servicing Compensation and Payment of Expenses"
herein.
When mortgagors prepay principal or when principal is recovered through
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. Interest shortfalls resulting from principal
prepayments in full are referred to herein as "Prepayment Interest Shortfalls."
Prepayment Interest Shortfalls occurring with respect to Mortgage Loans serviced
under the PHMC Servicing Agreement will be offset to the extent of the aggregate
Servicing Fees due thereunder in respect of the related Distribution Date.
Interest shortfalls resulting from the timing of the receipt of partial
principal prepayments and of net Partial Liquidation Proceeds with respect to
Mortgage Loans serviced under the PHMC Servicing Agreement will not be offset by
Servicing Fees payable thereunder, but instead will be borne first by the Class
B Certificates, then by the Class M Certificates and finally by the Class A
Certificates. See "Description of the Certificates--Subordination of Class M and
Class B Certificates" herein. Prepayment Interest Shortfalls occurring with
respect to the Mortgage Loans serviced under the Other Servicing Agreements and
interest shortfalls resulting from partial prepayments occurring with respect to
the Mortgage Loans serviced under the Other Servicing Agreements ("Curtailment
Interest Shortfalls"), will be offset to the extent of the aggregate servicing
compensation, including Servicing Fees, due under the related Other Servicing
Agreement in respect of the related Distribution Date. As to any Distribution
Date, (A) Prepayment Interest Shortfalls occurring with respect to Mortgage
Loans serviced under the PHMC Servicing Agreement to the extent that they exceed
the aggregate Servicing Fees payable thereunder on such Distribution Date and
(B) Prepayment Interest Shortfalls and Curtailment Interest Shortfalls with
respect to the Mortgage Loans serviced under the Other Servicing Agreements to
the extent such shortfalls exceed the aggregate servicing compensation payable
to the related Servicer under the respective Other Servicing Agreement in
respect of such Distribution Date 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
Principal Balance by the sum of the then-outstanding Class A 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 Principal Balance, Class M Principal Balance and Class B Principal
Balance and (iii) the subclasses of Class B Certificates according to the
percentage obtained by dividing the then-outstanding Class B Subclass Principal
Balance of each such subclass by the sum of the then-outstanding Class A
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
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<PAGE>
due to be distributed to the holders of the Class M Certificates and the Class B
Certificates. Any such reduction in respect of interest will be allocated among
the Subclasses of Class A Certificates pro rata on the basis of their respective
Class A Subclass Interest Accrual Amounts without regard to any reduction
pursuant to this paragraph, for such Distribution Date. See "Servicing of the
Mortgage Loans--Adjustment to Servicing Fee in Connection with Prepaid Mortgage
Loans" in the Prospectus.
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 or Subclass and among the Subclasses of Class A Certificates pro rata on
the basis of their respective Class A 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 Class B Certificates and then to the Class M Certificates will result from
the priority of distributions first to the holders of the Senior Certificates
and then to the Class M Certificateholders 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' 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' 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 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 the respective unpaid Class A Subclass
Interest Shortfall Amounts immediately prior to such Distribution Date.
On each Distribution Date on which the Pool Distribution Amount equals or
exceeds the sum for such Distribution Date of (A) the sum of (i) the sum of the
Class A Subclass Interest Accrual Amounts with respect to each Subclass of Class
A Certificates, (ii) the sum of the unpaid Class A Subclass Interest Shortfall
Amounts with respect to each Subclass of Class A Certificates and (iii) the
Class A Optimal Principal Amount (collectively with the amounts described in
clauses (i) and (ii), the "Class A Optimal Amount"), (B) the Class AP Optimal
Principal Amount (collectively with the amount described in clause (A), the
"Senior 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 Senior 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
Senior 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.
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Subject to the payment of any Class AP Deferred Amount, on each Distribution
Date on which the Pool Distribution Amount exceeds the sum of the Senior 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 and in
respect of interest and then principal on the subclasses of Class B Certificates
in numerical order. With respect to each Distribution Date, the "Class M Optimal
Amount" will equal the sum of (i) the Class M Interest Accrual Amount, (ii) the
unpaid Class M Interest Shortfall Amount and (iii) the Class M Optimal Principal
Amount.
On any Distribution Date on which the Pool Distribution Amount is less than
the Senior 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 Certificate of any Subclass or of any
Class AP or Class M Certificate at any time is equal to the product of the Class
A Subclass Principal Balance of such Subclass or the Class AP Principal Balance
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 or Class M
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 of each Subclass of Class
A Certificates and the approximate initial Class AP and Class M Principal
Balances are set forth on the cover of this Prospectus Supplement.
CALCULATION OF AMOUNT TO BE DISTRIBUTED TO THE CLASS A CERTIFICATES
Distributions in reduction of the principal balance of the Class A
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 Principal Distribution Amount") up to the Class A Optimal
Principal Amount.
The "Class A 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 Classes A/M/B Fraction for such Mortgage Loan
and (B) the sum of:
(i) the Class A Percentage of (A) the scheduled payment of principal
due on such Mortgage Loan on the first day of the month in which the
Distribution Date occurs, less (B) if the Bankruptcy Loss Amount is zero,
the principal portion of Debt Service Reductions with respect to such
Mortgage Loan,
(ii) the Class A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month of
such Distribution Date was repurchased by a Representing Party, as described
under the heading "Description of the Mortgage Loans--Mandatory Repurchase
or Substitution of Mortgage Loans" herein,
(iii) The Class A Prepayment Percentage of (a) the aggregate net
Liquidation Proceeds (other than, with respect to a Mortgage Loan serviced
under the PHMC Servicing Agreement, net Partial Liquidation Proceeds) on any
such Mortgage Loan that became a Liquidated Loan during such preceding month
(excluding the portion thereof, if any, constituting Net Foreclosure
Profits, as defined under "--Additional Rights of the Class A-R
Certificateholder" below), less the amounts allocable to principal of any
unreimbursed Periodic Advances previously made by the Servicer, the Master
Servicer or the Trustee with respect to such Liquidated Loan and the portion
of such net Liquidation Proceeds allocable to interest and (b) with respect
to a Mortgage Loan serviced under the PHMC Servicing Agreement, the
aggregate net Partial Liquidation Proceeds on any such Mortgage Loan
received by PHMC, as Servicer, on or after the Determination Date occurring
in the month preceding the month in which such Distribution Date occurs and
prior to the Determination Date occurring in the month in which such
Determination Date occurs, less the amounts allocable to principal of any
unreimbursed Periodic Advances previously made by PHMC, as Servicer, the
Master Servicer or the Trustee and the portion of the net Partial
Liquidation Proceeds allocable to interest,
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<PAGE>
(iv) the Class A Prepayment Percentage of the Scheduled Principal
Balance of each Mortgage Loan which was the subject of a principal
prepayment in full (a) during the month preceding the month in which such
Distribution Date occurs with respect to any Mortgage Loan serviced under an
Other Servicing Agreement or (b) during the period from and including the
Determination Date in the month preceding the month of such Distribution
Date up to (but not including) the Determination Date occurring in the month
of such Distribution Date with respect to any Mortgage Loan serviced under
the PHMC Servicing Agreement,
(v) the Class A Prepayment Percentage of all partial principal
prepayments (a) received by any Other Servicer with respect to such Mortgage
Loan during the month preceding the month in which such Distribution Date
occurs and (b) received by PHMC with respect to such Mortgage Loan on or
after the Determination Date occurring in the month preceding the month in
which such Distribution Date occurs and prior to the Determination Date
occurring in the month in which such Distribution Date occurs, and
(vi) the Class A Percentage of the difference between the unpaid
principal balance of any such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs and the unpaid principal balance of such defective
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed advances in respect of such defective Mortgage Loan.
In addition, in the event that there is any recovery of an amount in respect
of principal which had previously been allocated as a Realized Loss to the Class
A Certificates, each Subclass of Class A Certificates then outstanding 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 "Class A/M/B Fraction" with respect to any Mortgage Loan will equal the
Net Mortgage Interest Rate for such Mortgage Loan divided by %.
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 and to the payment of
principal due on such Due Date, and irrespective of any delinquency in payment
by the mortgagor and, with respect to Mortgage Loans serviced under the PHMC
Servicing Agreement, any net Partial Liquidation Proceeds applied as of such Due
Date and any principal prepayments in full received prior to the Determination
Date in the month of such Due Date.
"Partial Liquidation Proceeds" are Liquidation Proceeds received by PHMC, as
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. 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 to any Servicer, the Master Servicer or the Trustee for 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
Policies" and (ii) any loss caused by or resulting from (a) normal wear and
tear, (b) dishonest acts of the Trustee, the Master Servicer or the Servicer or
(c) errors in design, faulty workmanship or faulty materials, unless the
collapse of the property or a part thereof ensues or (B) a Liquidated Loan Loss
arising from or relating to the presence or suspected presence of hazardous
wastes or substances on a Mortgaged Property. A "Fraud Loss" is a Liquidated
Loan Loss incurred on a Liquidated
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Loan as to which there was fraud in the origination of such Mortgage Loan. A
"Bankruptcy Loss" is a loss 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. 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. Liquidated Loan Losses
(including Special Hazard Losses and Fraud Losses) and Bankruptcy Losses are
referred to herein as "Realized Losses."
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 Principal Balance as of such
date (before taking into account distributions in reduction of principal balance
on such date) by the Pool Balance (Classes A/M/B Portion). The "Pool Balance
(Classes A/M/B Portion)" is the sum for each outstanding Mortgage Loan of the
product of (i) the Classes A/M/B 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
%. 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 and
will increase as a result of the allocation of Realized Losses to the Class B
and Class M Certificates. The Class A Percentage for each Distribution Date
occurring after the Cross-Over Date will be 100%.
The "Class A Prepayment Percentage" for any Distribution Date will be the
percentage indicated below:
<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN CLASS A PREPAYMENT PERCENTAGE
- ------------------------------------------ -----------------------------------
<S> <C>
through .......... 100%;
through .......... the Class A Percentage, plus 70% of
the Subordinated Percentage;
through .......... the Class A Percentage, plus 60% of
the Subordinated Percentage;
through .......... the Class A Percentage, plus 40% of
the Subordinated Percentage;
through .......... the Class A Percentage, plus 20% of
the Subordinated Percentage; and
and thereafter................ the Class A Percentage;
</TABLE>
PROVIDED, HOWEVER, that if on any of the foregoing Distribution Dates the
Class A Percentage exceeds the initial Class A Percentage, the Class A
Prepayment Percentage for such Distribution Date will once again equal 100%. See
"Prepayment and Yield Considerations" herein and in the Prospectus.
Notwithstanding the foregoing, no reduction of the Class A Prepayment Percentage
will occur on any Distribution Date if (i) as of such Distribution Date as to
which any such reduction applies, more than an average of 2% of the dollar
amount of all monthly payments on the Mortgage Loans due in each of the
preceding twelve months 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), or
(ii) cumulative Realized Losses with respect to the Mortgage Loans exceed (a)
30% of the principal balance of the Subordinated Certificates as of the Cut-Off
Date (the "Original Subordinated Principal Balance") if such Distribution Date
occurs between and including and , (b) 35% of the
Original Subordinated Principal Balance if such Distribution Date occurs between
and including and , (c) 40% of the Original Subordinated
Principal Balance if such Distribution Date occurs between and including
and , (d) 45% of the Original Subordinated Principal
Balance if such Distribution Date occurs between and including and
, and (e) 50% of the Original Subordinated Principal Balance if such
Distribution Date occurs during or after . This disproportionate
allocation of certain unscheduled payments in respect of principal will have the
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<PAGE>
effect of accelerating the amortization of the Class A 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 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 of full and partial principal prepayments and other amounts in the
percentage required above would reduce the outstanding Class A 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 Principal Balance to
zero. See "Description of the Certificates--Distributions to Percentage
Certificateholders--Shifting Interest Certificates" in the Prospectus.
CALCULATION OF AMOUNT TO BE DISTRIBUTED TO THE CLASS AP CERTIFICATES
Distributions in reduction of the Class AP Principal Balance will be made on
each Distribution Date in an aggregate amount equal to the Class AP Principal
Distribution Amount. The "Class AP Principal 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 AP 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 AP
Deferred Amount.
The "Class AP 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 Class AP Fraction for such Mortgage Loan and
(B) the sum of:
(i) the scheduled payment of principal due on such Mortgage Loan on the
first day of the month in which the Distribution Date occurs, less, if the
Bankruptcy Loss Amount is zero, the principal portion of Debt Service
Reductions with respect to such Mortgage Loan,
(ii) the Scheduled Principal Balance of such Mortgage Loan which, during
the month preceding the month of such Distribution Date was repurchased by a
Representing Party, as described under the heading "Description of the
Mortgage Loans--Mandatory Repurchase or Substitution of Mortgage Loans"
herein,
(iii) the sum of (a) the aggregate net Liquidation Proceeds (other than,
with respect to a Mortgage Loan serviced under the PHMC Servicing Agreement,
net Partial Liquidation Proceeds) on any such Mortgage Loan that became a
Liquidated Loan during such preceding month (excluding the portion thereof,
if any, constituting Net Foreclosure Profits), less the amounts allocable to
principal of any unreimbursed Periodic Advances previously made by the
Servicer, the Master Servicer or the Trustee with respect to such Liquidated
Loan and the portion of such net Liquidation Proceeds allocable to interest
and (b) with respect to a Mortgage Loan serviced under the PHMC Servicing
Agreement, the aggregate net Partial Liquidation Proceeds on any such
Mortgage Loan received by PHMC, as Servicer, on or after the Determination
Date occurring in the month preceding the month in which such Distribution
Date occurs and prior to the Determination Date occurring in the month in
which such Distribution Date occurs, less the amounts allocable to principal
of any unreimbursed Periodic Advances previously made by PHMC, as Servicer,
the Master Servicer or the Trustee and the portion of the net Partial
Liquidation Proceeds allocable to interest,
(iv) the Scheduled Principal Balance of such Mortgage Loan which was the
subject of a principal prepayment in full (a) during the month preceding the
month in which such Distribution Date occurs with respect to any Mortgage
Loan serviced under an Other Servicing Agreement or (b) during the period
from and including the Determination Date in the month preceding the month
of such Distribution Date up to (but not including) the Determination Date
occurring in the month of such Distribution Date, with respect to a Mortgage
Loan serviced under the PHMC Servicing Agreement,
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<PAGE>
(v) all partial principal prepayments (a) received by an Other Servicer
with respect to such Mortgage Loan during the month preceding the month in
which such Distribution Date occurs or (b) on or after the Determination
Date occurring in the month preceding the month in which such Distribution
Date occurs and prior to the Determination Date occurring in the month in
which such Distribution Date occurs with respect to a Mortgage Loan serviced
under the PHMC Servicing Agreement, and
(vi) the difference between the unpaid principal balance of any such
Mortgage Loan substituted for a defective Mortgage Loan during the month
preceding the month in which such Distribution Date occurs and the unpaid
principal balance of such defective Mortgage Loan, less the amount allocable
to the principal portion of any unreimbursed advances in respect of such
defective Mortgage Loan. See "The Trust Estates-- Mortgage Loans--Assignment
of Mortgage Loans to the Trustee" in the Prospectus.
The "Class AP 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 AP Optimal Principal Amount for all prior Distribution Dates
exceeds the amounts distributed on the Class AP 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 AP 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 in any month preceding the month of the current
Distribution Date of (a) the Class AP 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 AP
Certificates on prior Distribution Dates pursuant to priority FOURTH of the Pool
Distribution Amount Allocation. On or after the Cross-Over Date, the Class AP
Deferred Amount will be zero. No interest will accrue on any Class AP Deferred
Amount.
The "Class AP Fraction" with respect to any Discount Mortgage Loan will
equal the difference between 1.0 and the Classes A/M/B Fraction for such
Mortgage Loan. The Class AP Fraction with respect to each Mortgage Loan that is
not a Discount Mortgage Loan will be zero.
The "Pool Balance (Class AP Portion)" is the sum for each Discount Mortgage
Loan of the product of the Scheduled Principal Balance of such Mortgage Loan and
the Class AP Fraction for such Mortgage Loan.
CALCULATION OF AMOUNT TO BE DISTRIBUTED TO THE CLASS M 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 Classes A/M/B 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 the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month of
such Distribution Date was repurchased by a Representing Party, as described
under the heading "Description of the Mortgage Loans--Mandatory Repurchase
or Substitution of Mortgage Loans" herein,
(iii) the Class M Prepayment Percentage of (a) the aggregate net
Liquidation Proceeds (other than with respect to a Mortgage Loan serviced
under the PHMC Servicing Agreement, net Partial Liquidation Proceeds) on any
such Mortgage Loan that became a Liquidated Loan during such preceding month
(excluding the portion thereof, if any, constituting Net Foreclosure
Profits), less the amounts allocable to principal of any unreimbursed
Periodic Advances previously made by the Servicer, the Master Servicer or
the Trustee with
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<PAGE>
respect to such Liquidated Loan and the portion of such net Liquidation
Proceeds allocable to interest and (b) with respect to a Mortgage Loan
serviced under the PHMC Servicing Agreement, the aggregate net Partial
Liquidation Proceeds on any such Mortgage Loan received by PHMC, as
Servicer, on or after the Determination Date occurring in the month
preceding the month in which such Distribution Date occurs and prior to the
Determination Date occurring in the month in which such Distribution Date
occurs, less the amounts allocable to principal of any unreimbursed Periodic
Advances previously made by PHMC, as Servicer, the Master Servicer or the
Trustee and the portion of the net Partial Liquidation Proceeds allocable to
interest,
(iv) the Class M Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which was the subject of a principal
prepayment in full (a) during the month preceding the month in which such
Distribution Date occurs with respect to any Mortgage Loan serviced under an
Other Servicing Agreement or (b) during the period from and including the
Determination Date in the month preceding the month of such Distribution
Date up to (but not including) the Determination Date occurring in the month
of such Distribution Date, with respect to a Mortgage Loan serviced under
the PHMC Servicing Agreement,
(v) the Class M Prepayment Percentage of all partial principal
prepayments (a) received by an Other Servicer with respect to such Mortgage
Loan during the month preceding the month in which such Distribution Date
occurs or (b) on or after the Determination Date occurring in the month
preceding the month in which such Distribution Date occurs and prior to the
Determination Date occurring in the month in which such Distribution Date
occurs with respect to a Mortgage Loan serviced under the PHMC Servicing
Agreement, and
(vi) the Class M Percentage of the difference between the unpaid
principal balance of any such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs and the unpaid principal balance of such defective
Mortgage Loan, less the amounts allocable to principal of any unreimbursed
Periodic Advances with respect to such defective Mortgage Loan. See "The
Trust Estates--Mortgage Loans--Assignment of Mortgage Loans to the Trustee"
in the Prospectus.
The principal distribution to the holders of Class M Certificates will be
reduced on any Distribution Date on which (i) the principal balance of the Class
M 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 Senior Certificates 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 will instead be distributed pro rata to the holders of the
Class A Certificates.
In addition, in the event that there is any recovery of an amount in respect
of principal which had previously been allocated as a Realized Loss to the Class
M Certificates, the Class M Certificates will be entitled to their pro rata
share of such recovery up to the amount by which the Class M 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.
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
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<PAGE>
such Subclasses will not be used to determine the Class M Percentage and the
Class M Prepayment Percentage 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
and the Class M Prepayment Percentage 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 and the Class M Prepayment Percentage 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 and the Class M Prepayment Percentage 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 Principal Balance, initial Class M Principal Balance and
initial Class B Principal Balance. The Original Class M Fractional Interest is
expected to be approximately %. The "Current Class M Fractional Interest"
for any Distribution Date is the percentage obtained by dividing the sum of the
then-outstanding Class B Subclass Principal Balances of the Class B-1, Class
B-2, Class B-3, Class B-4 and Class B-5 Certificates by the sum of the
then-outstanding Class A 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 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 %. 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 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
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 %. The "Current Class B-2 Fractional Interest" for any
Distribution Date is the percentage obtained by dividing the sum of the
then-outstanding Class B Subclass Principal Balances of the Class B-3, Class B-4
and Class B-5 Certificates by the sum of the then-outstanding Class A 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 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 %. 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 Principal Balance,
the Class M Principal Balance and the Class B Principal Balance.
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<PAGE>
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 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 %. 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 Principal
Balance, the Class M Principal Balance and the Class B Principal Balance.
ALLOCATION OF AMOUNT TO BE DISTRIBUTED
On each Distribution Date occurring prior to the Cross-Over Date, the Class
A Principal Distribution Amount will be allocated among and distributed in
reduction of the Class A Subclass Principal Balances of the other Subclasses of
Class A Certificates as follows:
[INSERT DISTRIBUTION PRIORITIES]
On each Distribution Date occurring on or after the Cross-Over Date, the
Class A Principal Distribution Amount will be distributed among the Subclasses
of Class A Certificates pro rata in accordance with their respective outstanding
Class A Subclass Principal Balances without regard to either the proportions or
the priorities set forth above.
Any amounts distributed on a Distribution Date to the holders of Class A
Certificates 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. Amounts distributed on any Distribution
Date to the holders of the Class AP and Class M Certificates in reduction of
principal balance will be allocated among the holders of each such Class 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 either 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 199 -
Certificates, after distributions in respect of any accrued but unpaid interest
on the Series 199 - Certificates and after distributions in reduction of
principal balance have reduced the principal balances of the
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<PAGE>
Series 199 - 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 199 - 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 or, upon such Servicer's default,
the Master Servicer will, in certain circumstances, be required to advance on or
before the related Distribution Date for the benefit of holders of the Series
199 - 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 the advancing party 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"). In the
event that both the related Servicer and the Master Servicer fail to make a
Periodic Advance, the Trustee is required to make such Periodic Advance from its
own funds.
The 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, the Master Servicer or the Trustee, as
applicable, at any time from funds available in the Custodial Account or the
Master Servicer Custodial 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 the Trustee, as applicable,
has determined in good faith that the advancing party will be unable to recover
such advance from funds of the type referred to in clause (i) above.
[FOR SERIES WITH A FINANCIAL GUARANTY INSURANCE POLICY:
FINANCIAL SECURITY ASSURANCE INC.
GENERAL. Financial Security Assurance Inc. ("Financial Security") is a
monoline insurance company incorporated on March 16, 1984 under the laws of the
State of New York. Financial Security received its New York State insurance
license and commenced operations on September 23, 1985. Financial Security is
licensed directly, or through its subsidiaries to engage in financial guaranty
insurance business in all 50 states, the District of Columbia, Puerto Rico, and
the United Kingdom.
Financial Security and its subsidiaries are engaged exclusively in the
business of writing financial guaranty insurance, principally in respect of
securities offered in domestic and foreign markets. In general, financial
guaranty insurance consists of the issuance of a guaranty of scheduled payments
of an issuer's securities--thereby enhancing the credit rating of those
securities--in consideration for the payment of a premium to the insurer.
Financial Security and its subsidiaries principally insure asset-backed,
collateralized and municipal securities. Asset-backed securities are generally
supported by residential mortgage loans, consumer or trade receivables,
securities or other assets having an ascertainable cash flow or market value.
Collateralized securities include public utility first mortgage bonds and
sale/leaseback obligation bonds. Municipal securities consist largely of general
obligation bonds, special revenue bonds and other special obligations of state
and local governments. Financial Security insures both newly issued securities
sold in the primary market and outstanding securities sold in the secondary
market that satisfy Financial Security's underwriting criteria.
S-39
<PAGE>
Financial Security is a wholly owned subsidiary of Financial Security
Assurance Holdings Ltd. ("Holdings"), a New York Stock Exchange listed company.
Holdings is owned approximately 50% by U S WEST Capital Corporation ("U S
WEST"); 8% by Fund American Enterprises Holdings, Inc. ("Fund American"); and 6%
by The Tokio Marine and Fire Insurance Co., Ltd. ("Tokio Marine"). U S WEST is a
subsidiary of U S WEST, Inc., which operates businesses involved in
communications, data solutions, marketing services and capital assets, including
the provision of telephone services in 14 states in the western and midwestern
United States. Fund American is a financial services holding company whose
principal operating subsidiary is one of the nation's largest mortgage
servicers. Tokio Marine is a major Japanese property and casualty insurance
company. U S WEST has announced its intention to dispose of its interest in
Holdings as part of its strategic plan to withdraw from businesses not directly
involved in telecommunications. Fund American has certain rights to acquire
additional shares of Holdings from U S WEST and Holdings. No shareholder of
Holdings is obligated to pay any debt of Financial Security or any claim under
any insurance policy issued by Financial Security or to make any additional
contribution to the capital of Financial Security.
On December 20, 1995, Capital Guaranty Corporation ("CGC") merged with a
subsidiary of Holdings and Capital Guaranty Insurance Company ("CGIC"), CGC's
principal operating subsidiary, became a wholly-owned subsidiary of Financial
Security. CGIC was a financial guaranty insurer of municipal bonds in the
domestic market.
The principal executive offices of Financial Security are located at 350
Park Avenue, New York, New York 10022, and its telephone number at that location
is (212) 826-0100. At September 30, 1995, Financial Security and its
subsidiaries had 167 employees.
REINSURANCE. Pursuant to an intercompany agreement, liabilities on
financial guaranty insurance written or reinsured from third parties by
Financial Security or any of its domestic operating insurance company
subsidiaries are reinsured among such companies on an agreed-upon percentage
substantially proportional to their respective capital, surplus and reserves,
subject to applicable statutory risk limitations. In addition, Financial
Security reinsures a portion of its liabilities under certain of its financial
guaranty insurance policies with other reinsurers under various quota share
treaties and on a transaction-by-transaction basis. Such reinsurance is utilized
by Financial Security as a risk management device and to comply with certain
statutory and rating agency requirements; it does not alter or limit Financial
Security's obligations under any financial guaranty insurance policy.
RATINGS OF CLAIMS-PAYING ABILITY. Financial Security's claims-paying
ability is rated "Aaa" by Moody's and "AAA" by Standard & Poor's Corporation,
Nippon Investors Service Inc. and Standard & Poor's (Australia) Pty. Ltd. Such
ratings reflect only the views of the respective rating agencies, are not
recommendations to buy, sell or hold securities and are subject to revision or
withdrawal at any time by such rating agencies.
CAPITALIZATION. The following table sets forth the capitalization of
Financial Security and its wholly owned subsidiaries on the basis of generally
accepted accounting principles as of September 30, 1995 (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, 1995
------------------
(UNAUDITED)
<S> <C>
Unearned Premium Reserve (net of prepaid reinsurance
premiums).................................................. $216,931
----------
Shareholder's Equity:
Common Stock.............................................. 15,000
Additional Paid-In Capital................................ 497,506
Unrealized Gain on Investments (net of deferred income
taxes)................................................... 7,790
Accumulated Earnings...................................... 70,177
----------
Total Shareholder's Equity.................................. $590,473
----------
Total Unearned Premium Reserve and Shareholder's Equity..... $807,404
----------
----------
</TABLE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. In addition to the
documents described under "Incorporation of Certain Information by Reference" in
the Prospectus, the consolidated financial statements of Financial Security and
subsidiaries included as exhibits to the following documents, which have been
filed with the Securities and Exchange Commission by Holdings, are hereby
incorporated by reference in the Registration Statement to which the Prospectus
and this Prospectus Supplement form a part:
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<PAGE>
(a)Annual Report on Form 10-K of Holdings for the year ended December 31,
1994, which Report included as an exhibit Financial Security's audited
consolidated financial statements for the year ended December 31, 1994 and
(b)Quarterly Report on Form 10-Q of Holdings for the period ended
September 30, 1995, which Report included as an exhibit Financial
Security's unaudited consolidated financial statements for the quarter ended
September 30, 1995.
All financial statements of Financial Security included in documents filed
by Holdings pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of
this Prospectus Supplement and prior to the termination of the offering of the
Certificates shall be deemed to be incorporated by reference into this
Prospectus Supplement and to be a part hereof from the respective dates of
filing such documents.
INSURANCE REGULATION. Financial Security is licensed and subject to
regulation as a financial guaranty insurance corporation under the laws of the
State of New York, its state of domicile. In addition, Financial Security and
its insurance subsidiaries are subject to regulation by insurance laws of the
various other jurisdictions in which they are licensed to do business. As a
financial guaranty insurance corporation licensed to do business in the State of
New York, Financial Security is subject to Article 69 of the New York Insurance
Law which, among other things, limits the business of each such insurer to
financial guaranty insurance and related lines, requires that each insurer
maintain a minimum surplus to policyholders, establishes contingency, loss and
unearned premium reserve requirements for each such insurer, and limits the size
of individual transactions ("single risks") and the volume of transactions
("aggregate risks") that may be underwritten by each such insurer. Other
provisions of the New York Insurance Law, applicable to non-life insurance
companies such as Financial Security, regulate, among other things, permitted
investments, payment of dividends, transactions with affiliates, mergers,
consolidations, acquisitions or sales of assets and incurrence of liability for
borrowings.]
RESTRICTIONS ON TRANSFER OF THE CLASS A-R AND CLASS M 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. 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 Trustee an affidavit (or, to the extent acceptable to the
Trustee, a representation letter signed under penalty of perjury) to the effect
that, among other items, such transferee is not a Disqualified Organization (as
defined in the Prospectus) and is not purchasing the Class A-R Certificate as an
agent for a Disqualified Organization (i.e., as a broker, nominee, or other
middleman thereof) and (ii) the transferor states in writing to the Trustee that
it has no actual knowledge that such affidavit 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 Trustee that, as of the date of the transfer, it had
no knowledge or reason to know that the affirmations made by the transferee
pursuant to the preceding sentence were false.
In addition, the Class A-R 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 Trustee
with an effective Internal Revenue Service Form 4224 or (ii) the transferee
delivers to both the transferor and the Trustee an opinion of a nationally
recognized tax counsel to the effect that such transfer is in accordance with
the requirements of the Code and the
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<PAGE>
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 or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust that
is subject to U.S. federal income tax regardless of the source of its income.
The Pooling and Servicing Agreement will provide that any attempted or
purported transfer in violation of these transfer restrictions will be null and
void and will vest no rights in any purported transferee. Any transferor or
agent to whom the Trustee provides information as to any applicable tax imposed
on such transferor or agent may be required to bear the cost of computing or
providing such information. See "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Residual Certificates--Tax-Related Restrictions on Transfer of Residual
Certificates" in the Prospectus.
The Class A-R Certificate may not be purchased by or transferred to a Plan.
Because the Class M Certificates are subordinated to the Senior Certificates,
the Class M Certificates may not be transferred unless the transferee has
delivered (i) a representation letter to the Trustee and the Seller stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to the
conditions described herein, that the source of funds used to purchase the Class
M Certificates is an "insurance company general account" or (ii) an opinion of
counsel as described herein under "ERISA Considerations." See "ERISA
Considerations" herein and in the Prospectus.
REPORTS
In addition to the applicable information specified in the Prospectus, the
Master Servicer will include in the statement delivered to holders of Class A,
Class AP and Class M 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 Certificates and to the Class M Certificates, any Class A Subclass
Interest Shortfall Amount arising with respect to each Subclass or any Class M
Interest Shortfall Amount on such Distribution Date, any remaining unpaid Class
A Subclass Interest Shortfall Amount 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 Principal Balance, the Class AP Principal Balance, the Class M
Principal Balance, the Class A Subclass Principal Balance of each Subclass of
Class A Certificates after giving effect to the distribution of principal and
the allocation of the principal portion of Realized Losses to such Subclass with
respect to such Distribution Date, (iv) the Adjusted Pool Amount, the Adjusted
Pool Amount (Class AP 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 and Class
M Percentage for the following Distribution Date (without giving effect to
partial prepayments and net Partial Liquidation Proceeds received after the
Determination Date in the current month that are applied as of the Due Date
occurring in such month), and (vi) the amount of the remaining Special Hazard
Loss Amount, the Fraud Loss Amount and the Bankruptcy Loss Amount as of the
close of business on such Distribution Date. See "Servicing of the Mortgage
Loans--Reports to Certificateholders" in the Prospectus.
Copies of the foregoing reports are available upon written request to the
Trustee at its corporate trust office. See "Pooling and Servicing
Agreement--Trustee" herein.
SUBORDINATION OF CLASS M AND CLASS B CERTIFICATES
The rights of the holders of the Class M Certificates to receive
distributions with respect to the Mortgage Loans in the Trust Estate will be
subordinated to such rights of the holders of the Senior Certificates and 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 Senior Certificates and the Class M Certificates,
all to the extent described below. This subordination is intended to enhance the
likelihood of timely receipt by the holders of the Senior Certificates (to the
extent of the subordination of the Class M and Class B Certificates) and the
holders of the Class M Certificates (to the extent of the subordination of the
Class B Certificates) of the full amount of their scheduled monthly payments of
interest and principal and to afford the holders of the Senior Certificates (to
the extent of the subordination of the Class M and Class B Certificates) and the
holders of the Class M Certificates (to
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<PAGE>
the extent of the subordination of the Class B Certificates) protection against
Realized Losses, as more fully described below. If Realized Losses exceed the
credit support provided through subordination to the Senior Certificates and the
Class M 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 Senior Certificates and the Class M Certificates.
The protection afforded to the holders of Senior 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 and the amount of principal due the
Class AP Certificateholders on each Distribution Date out of the Pool
Distribution Amount with respect to such date and, if necessary, by the right of
such holders to receive future distributions on the Mortgage Loans that would
otherwise have been payable to the holders of Class M and Class B Certificates.
The application of this subordination to cover Realized Losses experienced in
periods prior to the periods in which a Subclass of Class A Certificates is
entitled to distributions in reduction of principal balance will decrease the
protection provided by the subordination to any such Subclass.
The protection afforded to the holders of Class M Certificates by means of
the subordination feature will be accomplished by the preferential right of such
holders to receive, prior to any distribution being made on a Distribution Date
in respect of the Class B Certificates, the amounts of principal (other than any
amount used to pay the Class AP 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 Senior
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.
The subclasses 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 Senior Optimal Amount, the Class AP
Deferred Amount and the Class M Optimal Amount 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 or Excess Bankruptcy Losses) will not be allocated to the holders of the
Senior 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 date on which the Subordinated Percentage
has been reduced to zero (the "Cross-Over Date"). Prior to such time, such
Realized Losses will be allocated first to the subclasses of Class B
Certificates sequentially in reverse numerical order, until the Class B Subclass
Principal Balance of each such subclass has been reduced to zero and then to the
Class M Certificates until the Class M Principal Balance has been reduced to
zero.
The allocation of the principal portion of a Realized Loss (other than a
Debt Service Reduction, Excess Special Hazard Loss, Excess Fraud Loss or Excess
Bankruptcy Loss) will be effected through the adjustment of the principal
balance of the most subordinate Class (or in the case of the subclasses of Class
B Certificates, the most subordinate subclass) then-outstanding in such amount
as is necessary to cause the sum of the Class A Subclass Principal Balances, the
Class AP Principal Balance, 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 Class B Certificates of (i) the
principal portion of Debt Service Reductions, (ii) the interest portion of
Realized Losses (other than Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses), (iii) any interest shortfalls resulting from
delinquencies for which the Servicer, the Master Servicer or the Trustee does
not advance and (iv) any interest shortfalls resulting from the timing of the
receipt of partial principal prepayments and net Partial Liquidation Proceeds
with respect to Mortgage Loans serviced under the PHMC Servicing Agreement will
result from the priority of distributions of the Pool Distribution Amount first
to the the holders of the Senior Certificates and then to the Class M
Certificateholders as described above under "--Distributions."
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<PAGE>
The allocation of the principal portion of Realized 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 Principal
Balance and Class AP Principal Balance such that (i) the Class A Principal
Balance equals the Adjusted Pool Amount less the Adjusted Pool Amount (Class AP
Portion) as of the preceding Distribution Date and (ii) the Class AP Principal
Balance equals the Adjusted Pool Amount (Class AP Portion) as of the preceding
Distribution Date. The principal portion of such Realized Losses allocated to
the Class A Certificates will be allocated to the 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 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 and Classes of the Class A, Class M and
Class B Certificates pro rata based on their outstanding principal balances in
proportion to the Classes A/M/B Fraction of such losses and (b) in respect of
Discount Mortgage Loans, to the Class AP Certificates in proportion to the Class
AP 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. (Any such losses so allocated to the Class A Certificates will
be allocated among the outstanding Subclasses of Class A Certificates pro rata
in accordance with their then-outstanding Class A Subclass Principal Balances
with respect to the principal portion of such losses and their Class A Subclass
Interest Accrual Amounts without regard to any reduction pursuant to this
sentence, with respect to the interest portion of such losses, and among the
outstanding Class A Certificates within each 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 Senior
Certificates on a particular Distribution Date (other than any portion thereof
representing the difference between the Class A Percentage of the Scheduled
Principal Balances of Liquidated Loans and the Class A Prepayment Percentage of
such amounts), then the percentage of principal payments on the Mortgage Loans
to which the holders of the Class A 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 Class B Certificates, 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 (i) among the
Class A, Class M and Class B Certificates and (ii) to the extent such Excess
Special Hazard Losses arise with respect to Discount Mortgage Loans, the Class
AP 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 199 -
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Certificates, the "Special Hazard Loss Amount" with respect thereto will be
equal to approximately % (approximately $ ) 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
single Mortgage Loan having the largest principal balance, and (iii) that which
is necessary to maintain the original ratings on the Class A, Class AP and Class
M Certificates, as evidenced by letters to that effect delivered by [Moody's]
[Fitch] [DCR] and [S&P] to the Master Servicer and the Trustee. On and after the
Cross-Over Date, the Special Hazard Loss Amount will be zero.
Fraud Losses, other than Excess Fraud Losses, will be allocated solely to
the Class B Certificates, 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 (i) among the Class A, Class M and Class B Certificates and (ii) to
the extent such Excess Fraud Losses arise with respect to Discount Mortgage
Loans, the Class AP 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
199 - Certificates, the "Fraud Loss Amount" with respect thereto will be equal
to approximately % (approximately $ ) 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 Class B Certificates, 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 (i) among the Class A, Class M and Class B
Certificates and (ii) to the extent such Excess Bankruptcy Losses arise with
respect to Discount Mortgage Loans, the Class AP 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 199 - Certificates, the "Bankruptcy Loss
Amount" with respect thereto will be equal to approximately % (approximately
$ ) 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 and
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
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<PAGE>
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 or Class M Certificates since such anniversary. The Bankruptcy Loss
Amount and the related coverage levels described above may be reduced or
modified upon written confirmation from [Moody's] [Fitch] [DCR] and [S&P] that
such reduction or modification will not adversely affect the then-current
ratings assigned to the Class A, Class AP and Class M Certificates by [Moody's]
[Fitch] [DCR] and [S&P]. Such a reduction or modification may adversely affect
the coverage provided by subordination with respect to Bankruptcy Losses. On and
after the Cross-Over Date, the Bankruptcy Loss Amount will be zero.
Notwithstanding the foregoing, the provisions relating to subordination will
not be applicable in connection with a Bankruptcy Loss so long as the applicable
Servicer has notified the Trustee and the Master Servicer in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
when (A) the related Mortgage Loan is not in default with regard to the payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable Standard Hazard
Insurance Policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer, in either case
without giving effect to any Debt Service Reduction.
Since the initial principal balance of the Class B Certificates in the
aggregate will be approximately $ , the risk of Special Hazard Losses,
Fraud Losses and Bankruptcy Losses will be separately borne by the Class B
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 they will bear to the full extent of their
initial principal balance. See "The Trust Estates--Mortgage
Loans--Representations and Warranties" and "--Insurance Policies," "Certain
Legal Aspects of the Mortgage Loans--Environmental Considerations" and
"Servicing of the Mortgage Loans--Enforcement of Due-on-Sale Clauses;
Realization Upon Defaulted Mortgage Loans" in the Prospectus.
S-46
<PAGE>
DESCRIPTION OF THE MORTGAGE LOANS(1)
GENERAL
The Mortgage Loans to be included in the Trust Estate will be fixed interest
rate, conventional, monthly pay, fully amortizing, one- to four-family,
residential first mortgage loans having original terms to stated maturity of
approximately 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 promissory notes, to have an aggregate unpaid
principal balance as of the Cut-Off Date (the "Cut-Off Date Aggregate Principal
Balance") of approximately $ 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 of the Mortgage Loans in the
Trust Estate, representing approximately % of the Cut-Off Date Aggregate
Principal Balance of the Mortgage Loans will be secured by Co-op Shares and that
of the Mortgage Loans, representing approximately % of the Cut-Off Date
Aggregate Principal Balance of the Mortgage Loans, will be Buy-Down Loans. 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.
As of the Cut-Off Date, each Mortgage Loan is expected to have an unpaid
principal balance of not less than approximately $ or more than
approximately $ , and the average unpaid principal balance of the Mortgage
Loans is expected to be approximately $ . The latest stated maturity date
of any of the Mortgage Loans is expected to be , ; 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, of the Mortgaged Properties, which secure
approximately % of the Cut-Off Date Aggregate Principal Balance of the
Mortgage Loans, are expected to be owner occupied primary residences and of
the Mortgaged Properties, which secure approximately % of the Cut-Off Date
Aggregate Principal Balance of the Mortgage Loans, are expected to be non-owner
occupied or second homes. See "PHMC--Mortgage Loan Underwriting" in the
Prospectus.
It is expected that one of the Mortgage Loans representing approximately
% of the Cut-Off Date Aggregate Principal Balance of the Mortgage Loans will
be subject to a subsidy agreement, which, except under certain limited
circumstances, requires the employer of the mortgagor to make a portion of the
payments on the related Mortgage Loans (a "Subsidy Loan") for specified periods.
The Subsidy Loan was underwritten by PHMC. The subsidy
- ------------
(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 199 - 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 199 - Certificates vary materially from those
described herein, revised information regarding the Mortgage Loans will be
made available to purchasers of the Offered Certificates, on or before such
issuance date, and a Current Report on Form 8-K containing such information
will be filed with the Securities and Exchange Commission within 15 days
following such date.
S-47
<PAGE>
agreement relating to the Subsidy Loan generally will provide that monthly
payments made by the related mortgagor will be less than the scheduled monthly
payments on such Mortgage Loans, with the present value of the resulting
difference in payments being provided by the employer of the mortgagor in
advance, generally on an annual basis. Subsidy Loans are offered by employers
generally through either a graduated or fixed subsidy loan program, or a
combination thereof. The effective subsidized rates under the various programs
offered generally range from one to five percentage points below the interest
rate specified in the related mortgage note. These subsidized rates are used to
calculate the applicable debt-to-income ratios that are used to evaluate the
creditworthiness of prospective borrowers. This procedure may enable certain
mortgagors who otherwise would not meet PHMC's underwriting guidelines to obtain
mortgage loans. As of the Cut-Off Date, it is expected that the Subsidy Loan in
the Trust Estate will be offered by an employer through a graduated subsidy loan
program with a term of five years or less. See "Prepayment and Yield
Considerations" herein.
Subsidy amounts paid by the employer will be deposited by the Servicer in an
account (the "Subsidy Account") maintained by the Servicer, which will not be
part of the Trust Estate or the REMIC. Funds in the Subsidy Account with respect
to each Subsidy Loan will be withdrawn by the Servicer and deposited in the
Custodial Account on the business day following the receipt by the Servicer of
the mortgagor's monthly payment to which such funds relate. Funds in the Subsidy
Account with respect to a Subsidy Loan will not be withdrawn by the Servicer,
and are not permitted to be applied under the related subsidy agreement, during
any period in which such Subsidy Loan is in default. Despite the existence of
the subsidy agreement, the mortgagor remains liable for making all scheduled
payments on a Subsidy Loan. From time to time, the amount of a subsidy payment
or the term of a subsidy agreement may, upon the request of a corporate
employer, be modified.
As of the Cut-Off Date, there were Mortgage Loans having an aggregate
unpaid principal balance of approximately $ , a range of unpaid
principal balances of approximately $ to approximately $ , an average
unpaid principal balance of approximately $ , a range of interest rates
from % to % per annum, a weighted average interest rate of approximately
% per annum, a range of remaining terms to stated maturity of months to
months, a weighted average remaining term to stated maturity of approximately
months, a range of original Loan-to-Value Ratios of % to %, a
weighted average original Loan-to-Value Ratio of approximately % 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 % in [STATES].
As of the Cut-Off Date, there were Mortgage Loans other than Discount
Mortgage Loans having an aggregate unpaid principal balance of approximately
$ , a range of unpaid principal balances of approximately $ to
approximately $ , an average unpaid principal balance of approximately
$ , a range of interest rates from % to % per annum, a weighted
average interest rate of approximately % per annum, a range of remaining
terms to stated maturity of months to months, a weighted average remaining
term to stated maturity of approximately months, a range of original
Loan-to-Value Ratios of % to %, a weighted average original
Loan-to-Value Ratio of approximately % and the following geographic
concentration of Mortgaged Properties securing Mortgage Loans in excess of 5.00%
of the aggregate unpaid principal balance of the Mortgage Loans other than
Discount Mortgage Loans: approximately % in [STATES].
The Mortgage Loans have been acquired by the Seller from PHMC. The Mortgage
Loans that PHMC sells to the Seller will have been either orginated by PHMC or
acquired by PHMC from various entities (each, a "PHMC Loan Seller") which either
originated the Mortgage Loans or acquired the Mortgage Loans pursuant to
mortgage loan purchase programs operated by such PHMC Loan Sellers.
Approximately % (by Cut-Off Date Aggregate Principal Balance) of the
Mortgage Loans (the "PHMC Underwritten Loans") were generally originated in
conformity with PHMC's underwriting standards applied either by PHMC or by
eligible originators to whom PHMC had delegated all underwriting functions. In
certain instances, exceptions to PHMC's underwriting standards may have been
granted by PHMC to such originators. See "PHMC--Mortgage Loan Underwriting" in
the Prospectus. Approximately % and % (by Cut-Off Date Aggregate Principal
Balance) of the Mortgage Loans (the "Pool Certification Underwritten Loans")
will have been reviewed by GEMICO and UGRIC, respectively, to ensure compliance
with such company's credit, appraisal and underwriting standards. Neither the
Series 199 - Certificates nor the Mortgage Loans are insured or guaranteed under
a mortgage pool insurance policy issued by
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<PAGE>
GEMICO or UGRIC. The Pool Certification Underwritten Loans were evaluated by
PHMC using enhanced credit scoring ("ECS") as described in the Prospectus under
"PHMC--Mortgage Loan Underwriting" and, based on the ECS scores of such Mortgage
Loans, some of such Mortgage Loans were re-underwritten by PHMC. The remaining
approximate % (by Cut-Off Date Aggregate Principal Balance) of the Mortgage
Loans (the "Bulk Purchase Underwritten Loans") will have been underwritten under
varying standards which have been reviewed and accepted by PHMC. Neither the
Seller nor PHMC has underwritten any of the Bulk Purchase Underwritten Loans.
See "--Mortgage Underwriting Standards" below and "PHMC--Mortgage Loan
Underwriting" in the Prospectus.
S-49
<PAGE>
MORTGAGE LOAN DATA
Set forth below is a description of certain additional expected
characteristics of the Mortgage Loans as of the Cut-Off Date (except as
otherwise indicated).
MORTGAGE INTEREST RATES
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
MORTGAGE INTEREST RATE LOANS BALANCE BALANCE
- -------------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: mort_rat]
</TABLE>
As of the Cut-Off Date, the weighted average Mortgage Interest Rate of the
Mortgage Loans is expected to be approximately % per annum. The Net Mortgage
Interest Rate of each Mortgage Loan will be equal to the Mortgage Interest Rate
of such Mortgage Loan minus the sum of (a) the applicable Servicing Fee Rate,
(b) the Master Servicing Fee Rate as set forth in the Pooling and Servicing
Agreement and (c) the Fixed Retained Yield, if any, for such Mortgage Loan. As
of the Cut-Off Date, the weighted average Net Mortgage Interest Rate of the
Mortgage Loans is expected to be approximately % per annum.
S-50
<PAGE>
REMAINING TERMS TO STATED MATURITY
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
REMAINING STATED TERM (MONTHS) LOANS BALANCE BALANCE
- -------------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: rem_mat]
</TABLE>
As of the Cut-Off Date, the weighted average remaining term to stated
maturity of the Mortgage Loans is expected to be approximately months.
S-51
<PAGE>
YEARS OF ORIGINATION
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
YEAR OF ORIGINATION LOANS BALANCE BALANCE
- -------------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: yrs_org]
</TABLE>
It is expected that the earliest month and year of origination of any
Mortgage Loan was and the latest month and year of origination was
.
ORIGINAL LOAN-TO-VALUE RATIOS
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
ORIGINAL LOAN-TO-VALUE RATIO LOANS BALANCE BALANCE
- -------------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: loan_rat]
</TABLE>
As of the Cut-Off Date, the minimum and maximum Loan-to-Value Ratios at
origination of the Mortgage Loans are expected to be % and %,
respectively, and the weighted average Loan-to-Value Ratio at origination of the
Mortgage Loans is expected to be approximately %. The Loan-to-Value Ratio of
a Mortgage Loan is calculated using the lesser of (i) the appraised value of the
related Mortgaged Property, as established by an appraisal obtained by the
originator from an appraiser at the time of origination and (ii) the sale price
for such property. See "The Trust Estates--Mortgage Loans" in the Prospectus. It
is expected that of the Mortgage Loans having Loan-to-Value Ratios at
origination in excess of 80%, representing approximately % (by Cut-Off Date
Aggregate Principal Balance) of the Mortgage Loans, were originated without
primary mortgage insurance.
S-52
<PAGE>
MORTGAGE LOAN DOCUMENTATION LEVELS
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
DOCUMENTATION LEVEL LOANS BALANCE BALANCE
- -------------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: levels]
</TABLE>
Documentation levels vary depending upon several factors, including loan
amount, Loan-to-Value Ratio and the type and purpose of the Mortgage Loan.
Asset, income and mortgage verifications were obtained for Mortgage Loans
processed with "full documentation."
ORIGINAL MORTGAGE LOAN PRINCIPAL BALANCES
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
ORIGINAL MORTGAGE LOAN PRINCIPAL MORTGAGE PRINCIPAL PRINCIPAL
BALANCE LOANS BALANCE BALANCE
- -------------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: mort_bal]
</TABLE>
As of the Cut-Off Date, the average unpaid principal balance of the Mortgage
Loans is expected to be approximately $ . 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 %
and %, respectively. See "The Trust Estates--Mortgage Loans" in the
Prospectus.
S-53
<PAGE>
MORTGAGED PROPERTIES
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
PROPERTY LOANS BALANCE BALANCE
- -------------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: mort_pro]
</TABLE>
S-54
<PAGE>
GEOGRAPHIC DISTRIBUTION OF MORTGAGED PROPERTIES
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
GEOGRAPHIC AREA LOANS BALANCE BALANCE
- -------------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: geo_mort]
</TABLE>
No more than approximately % 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-55
<PAGE>
ORIGINATORS OF MORTGAGE LOANS
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
ORIGINATOR LOANS BALANCE BALANCE
- -------------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: mort_loa]
</TABLE>
It is expected that, as of the Mortgage Loan Cut-off Date, of the "Other
Originators" will have accounted for approximately % of the Mortgage Loan
Cut-off Date Aggregate Principal Balance. No other single "Other Originator" is
expected to have accounted for more than 5.00% of the Mortgage Loan Cut-off Date
Aggregate Principal Balance.
PURPOSES OF MORTGAGE LOANS
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
LOAN PURPOSE LOANS BALANCE BALANCE
- -------------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: purp]
</TABLE>
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 Trust
Estates--Mortgage Loans" and "PHMC--Mortgage Loan Underwriting" in the
Prospectus.
SUBSIDY LOAN PROGRAMS
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE
NUMBER OF UNPAID AGGREGATE
MORTGAGE PRINCIPAL PRINCIPAL
PROGRAM AND TERM LOANS BALANCE BALANCE
- -------------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
[Reserved for client file: subsidy]
</TABLE>
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<PAGE>
MANDATORY REPURCHASE OR SUBSTITUTION OF MORTGAGE LOANS
The Seller is required, with respect to Mortgage Loans that are found by the
Trustee to have defective documentation, or in respect of which the Seller has
breached a representation or warranty, either to repurchase such Mortgage Loans
or, if within two years of the date of initial issuance of the Series 199 -
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 Trust
Estates--Mortgage Loans--Assignment of Mortgage Loans to the Trustee" in the
Prospectus.
OPTIONAL REPURCHASE OF DEFAULTED MORTGAGE LOANS
The [Master Servicer][Seller] may, in its sole discretion, repurchase any
defaulted Mortgage Loan 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 Trust Estates--Mortgage Loans--Optional
Purchases" in the Prospectus. A Servicer may, in its sole discretion, allow the
assumption of a defaulted Mortgage Loan serviced by such Servicer by a borrower
meeting PHMC's underwriting guidelines 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.
MORTGAGE UNDERWRITING STANDARDS
Approximately % (by Cut-Off Date Aggregate Principal Balance) of the
Mortgage Loans (the "PHMC Underwritten Loans") were generally originated in
conformity with PHMC's underwriting standards. In the case of certain Mortgage
Loans underwritten pursuant to a Delegated Underwriting (as defined in the
Prospectus under "PHMC--Mortgage Loan Underwriting") arrangement, exceptions to
PHMC's underwriting standards may have been approved by PHMC. See
"PHMC--Mortgage Loan Underwriting" in the Prospectus.
Approximately % and % (by Cut-Off Date Aggregate Principal Balance) of
the Mortgage Loans will have been reviewed by GEMICO and UGRIC, respectively, to
ensure compliance with such company's respective credit, appraisal and
underwriting standards generally to assess the eligibility of such Mortgage
Loans for inclusion in a mortgage pool to be insured by such company. See
"PHMC--Mortgage Loan Underwriting" in the Prospectus.
Neither the Series 199 - Certificates nor the Mortgage Loans are insured or
guaranteed under a mortgage pool insurance policy issued by GEMICO or UGRIC.
The Pool Certification Underwritten Loans were evaluated by PHMC using
enhanced credit scoring ("ECS") as described in the Prospectus under
"PHMC--Mortgage Loan Underwriting" and, based on the ECS scores of such Mortgage
Loans, some of such Mortgage Loans were re-underwritten by PHMC.
The remaining approximate % (by Cut-Off Date Aggregate Principal Balance)
of the Mortgage Loans (the "Bulk Purchase Underwritten Loans") will have been
underwritten under varying standards. A certain percentage of the Bulk Purchase
Underwritten Loans might not have qualified initially under PHMC's underwriting
standards, in most cases because the loan-to-value or debt-to-income ratio
exceeded PHMC's thresholds. However, PHMC has in each case reviewed the
underwriting standards applied and determined that such variances were
justifiable or did not depart materially from PHMC's underwriting standards.
PHMC DELINQUENCY AND FORECLOSURE EXPERIENCE
The following tables set forth certain information concerning recent
delinquency, foreclosure and loan loss experience on the conventional mortgage
loans included in PHMC's mortgage loan servicing portfolio which were originated
by PHMC for its own account or for the account of an affiliate or acquired by
PHMC for its own account or for the account of an affiliate and underwritten to
PHMC's underwriting standards (the "Program Loans"), on the Program Loans which
are fixed interest rate mortgage loans ("Fixed Program Loans"), including, in
both cases, mortgage loans originated in connection with the purchases of
residences by relocated employees ("Relocation Mortgage Loans") and on the Fixed
Program Loans other than the Relocation Mortgage Loans ("Fixed Non-
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<PAGE>
relocation Program Loans"). See "Description of the Mortgage Loans" herein and
"PHMC--Mortgage Loan Underwriting" in the Prospectus. The delinquency,
foreclosure and loan loss experience represents the recent experience of PHMC
and The Prudential Mortgage Capital Company, Inc., an affiliate of PHMC which
serviced the Program Loans prior to June 30, 1989. There can be no assurance
that the delinquency, foreclosure and loan loss experience set forth with
respect to PHMC's total servicing portfolio of Program Loans, which includes
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 PHMC's servicing portfolios of Fixed
Program Loans or Fixed Non-relocation Program 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.
Furthermore, there can be no assurance that the future experience on the
Mortgage Loans generally or the Mortgage Loans serviced by PHMC, all of which
are fixed interest rate mortgage loans having original terms to stated maturity
of months, approximately % (by Cut-Off Date Aggregate Principal Balance)
of which are serviced by Other Servicers and approximately % (by Cut-Off Date
Aggregate Principal Balance) of which were underwritten to various pool
insurers' standards will be comparable to that of the total Program Loans or
Fixed Program Loans.
Historically, Relocation Mortgage Loans, which constitute a significant
percentage of the Mortgage Loans currently serviced by PHMC, have experienced a
significantly lower rate of delinquency and foreclosure than other mortgage
loans included in the portfolios of total Program Loans and Fixed Program 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 of approximately years and
none of which are Relocation Mortgage Loans, will be comparable to that of the
total Program Loans, the Fixed Program Loans or the Fixed Non-relocation Program
Loans.
The following tables reflect rapid growth during recent periods in PHMC's
mortgage loan servicing portfolio as a result of the substantially higher volume
of new loan originations and acquisitions of recently originated mortgage loans.
Delinquencies, foreclosures and loan losses generally are expected to occur more
frequently after the first full year of the life of mortgage loans. Accordingly,
because a large number of mortgage loans serviced by PHMC have been recently
originated, the current level of delinquencies, foreclosures and loan losses may
not be representative of the levels which may be experienced over the lives of
such mortgage loans. If the volume of PHMC's new loan originations and
acquisitions does not continue to grow at the rate experienced in recent years,
the levels of delinquencies, foreclosures and loan losses as percentages of
PHMC's total servicing portfolio could rise significantly above the rates
indicated in the following tables.
S-58
<PAGE>
TOTAL PROGRAM LOANS
<TABLE>
<CAPTION>
AS OF
AS OF AS OF JUNE 30,
DECEMBER 31, 199 DECEMBER 31, 199 199
---------------------- ---------------------- --------
BY DOLLAR BY DOLLAR
BY NO. AMOUNT BY NO. AMOUNT BY NO.
OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS
-------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
(DOLLAR AMOUNTS IN THOUSANDS)
Total Portfolio of Program Loans.................................... $ $
-------- ----------- -------- ----------- --------
-------- ----------- -------- ----------- --------
Period of Delinquency(1)
30 to 59 days..................................................... $ $
60 to 89 days.....................................................
90 days or more...................................................
-------- ----------- -------- ----------- --------
Total Delinquent Loans.............................................. $ $
-------- ----------- -------- ----------- --------
-------- ----------- -------- ----------- --------
Percent of Portfolio................................................ % % % % %
<CAPTION>
BY DOLLAR
AMOUNT
OF LOANS
-----------
<S> <C>
Total Portfolio of Program Loans.................................... $
-----------
-----------
Period of Delinquency(1)
30 to 59 days..................................................... $
60 to 89 days.....................................................
90 days or more...................................................
-----------
Total Delinquent Loans.............................................. $
-----------
-----------
Percent of Portfolio................................................ %
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, 199 DECEMBER 31, 199 JUNE 30, 199
------------------ ------------------ ------------------
<S> <C> <C> <C>
(DOLLAR AMOUNTS IN THOUSANDS)
Foreclosures(2)..................................................... $ $ $
Foreclosure Ratio(3)................................................%%%
<CAPTION>
YEAR ENDED YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 199 DECEMBER 31, 199 JUNE 30, 199
------------------ ------------------ ------------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Net Gain (Loss)(4).................................................. $ $ $
Net Gain (Loss) Ratio(5)............................................%%%
</TABLE>
- ------------
(1) The indicated periods of delinquency are based on the number of days past
due, based on a 30-day month. No mortgage loan is considered delinquent for
these purposes until one month has passed since its contractual due date. A
mortgage loan is no longer considered delinquent once foreclosure
proceedings have commenced.
(2) Includes loans in the applicable portfolio for which foreclosure proceedings
had been instituted or with respect to which the related property had been
acquired as of the dates indicated.
(3) Foreclosures as a percentage of total loans in the applicable portfolio at
the end of each period.
(4) Does not include gain or loss with respect to loans in the applicable
portfolio for which foreclosure proceedings had been instituted but not
completed as of the dates indicated, or for which the related properties
have been acquired in foreclosure proceedings but not yet sold.
(5) Net gain (loss) as a percentage of total loans in the applicable portfolio
at the end of each period.
S-59
<PAGE>
FIXED PROGRAM LOANS
<TABLE>
<CAPTION>
AS OF
AS OF AS OF JUNE 30,
DECEMBER 31, 199 DECEMBER 31, 199 199
---------------------- ---------------------- --------
BY DOLLAR BY DOLLAR
BY NO. AMOUNT BY NO. AMOUNT BY NO.
OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS
-------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
(DOLLAR AMOUNTS IN THOUSANDS)
Total Portfolio of Fixed Program Loans.............................. $ $
-------- ----------- -------- ----------- --------
-------- ----------- -------- ----------- --------
Period of Delinquency(1)
30 to 59 days..................................................... $ $
60 to 89 days.....................................................
90 days or more...................................................
-------- ----------- -------- ----------- --------
Total Delinquent Loans.............................................. $ $
-------- ----------- -------- ----------- --------
-------- ----------- -------- ----------- --------
Percent of Fixed Program Loan Portfolio............................. % % % % %
<CAPTION>
BY DOLLAR
AMOUNT
OF LOANS
-----------
<S> <C>
Total Portfolio of Fixed Program Loans.............................. $
-----------
-----------
Period of Delinquency(1)
30 to 59 days..................................................... $
60 to 89 days.....................................................
90 days or more...................................................
-----------
Total Delinquent Loans.............................................. $
-----------
-----------
Percent of Fixed Program Loan Portfolio............................. %
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, 199 DECEMBER 31, 199 JUNE 30, 199
------------------ ------------------ ------------------
<S> <C> <C> <C>
(DOLLAR AMOUNTS IN THOUSANDS)
Foreclosures(2)..................................................... $ $ $
Foreclosure Ratio(3)................................................%%%
<CAPTION>
YEAR ENDED YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 199 DECEMBER 31, 199 JUNE 30, 199
------------------ ------------------ ------------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Net Gain (Loss)(4).................................................. $ $ $
Net Gain (Loss) Ratio(5)............................................%%%
</TABLE>
- ------------
(1) The indicated periods of delinquency are based on the number of days past
due, based on a 30-day month. No mortgage loan is considered delinquent for
these purposes until one month has passed since its contractual due date. A
mortgage loan is no longer considered delinquent once foreclosure
proceedings have commenced.
(2) Includes loans in the applicable portfolio for which foreclosure proceedings
had been instituted or with respect to which the related property had been
acquired as of the dates indicated.
(3) Foreclosures as a percentage of total loans in the applicable portfolio at
the end of each period.
(4) Does not include gain or loss with respect to loans in the applicable
portfolio for which foreclosure proceedings had been instituted but not
completed as of the dates indicated, or for which the related properties
have been acquired in foreclosure proceedings but not yet sold.
(5) Net gain (loss) as a percentage of total loans in the applicable portfolio
at the end of each period.
S-60
<PAGE>
FIXED NON-RELOCATION PROGRAM LOANS
<TABLE>
<CAPTION>
AS OF
AS OF AS OF JUNE 30,
DECEMBER 31, 199 DECEMBER 31, 199 199
---------------------- ---------------------- --------
BY DOLLAR BY DOLLAR
BY NO. AMOUNT OF BY NO. AMOUNT OF BY NO.
OF LOANS LOANS OF LOANS LOANS OF LOANS
-------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
(DOLLAR AMOUNTS IN THOUSANDS)
Total Portfolio of Fixed Non-relocation Program Loans............... $ $
-------- ----------- -------- ----------- --------
-------- ----------- -------- ----------- --------
Period of Delinquency(1)
30 to 59 days..................................................... $ $
60 to 89 days.....................................................
90 days or more...................................................
-------- ----------- -------- ----------- --------
Total Delinquent Loans.............................................. $ $
-------- ----------- -------- ----------- --------
-------- ----------- -------- ----------- --------
Percent of Fixed Non-relocation Program Loan Portfolio.............. % % % % %
<CAPTION>
BY DOLLAR
AMOUNT OF
LOANS
-----------
<S> <C>
Total Portfolio of Fixed Non-relocation Program Loans............... $
-----------
-----------
Period of Delinquency(1)
30 to 59 days..................................................... $
60 to 89 days.....................................................
90 days or more...................................................
-----------
Total Delinquent Loans.............................................. $
-----------
-----------
Percent of Fixed Non-relocation Program Loan Portfolio.............. %
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF AS OF
DECEMBER 31, 199 DECEMBER 31, 199 JUNE 30, 199
------------------ ------------------ ------------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Foreclosures(2)..................................................... $ $ $
Foreclosure Ratio(3)................................................ % % %
<CAPTION>
YEAR ENDED YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 199 DECEMBER 31, 199 JUNE 30, 199
------------------ ------------------ ------------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Net Gain (Loss)(4).................................................. $ $ $
Net Gain (Loss) Ratio(5)............................................ % % %
</TABLE>
- ------------
(1) The indicated periods of delinquency are based on the number of days past
due, based on a 30-day month. No mortgage loan is considered delinquent for
these purposes until one month has passed since its contractual due date. A
mortgage loan is no longer considered delinquent once foreclosure
proceedings have commenced.
(2) Includes loans in the applicable portfolio for which foreclosure proceedings
had been instituted or with respect to which the related property had been
acquired as of the dates indicated.
(3) Foreclosures as a percentage of total loans in the applicable portfolio at
the end of each period.
(4) Does not include gain or loss with respect to loans in the applicable
portfolio for which foreclosure proceedings had been instituted but not
completed as of the dates indicated, or for which the related properties
have been acquired in foreclosure proceedings but not yet sold.
(5) Net gain (loss) as a percentage of total loans in the applicable portfolio
at the end of each period.
S-61
<PAGE>
The likelihood that a mortgagor will become delinquent in the payment of his
or her mortgage loan, the rate of any subsequent foreclosures, and the severity
of any loan loss experience, may be affected by a number of factors related to a
borrower's personal circumstances, including, but not limited to, unemployment
or change in employment (or in the case of self-employed mortgagors or
mortgagors relying on commission income, fluctuations in income), marital
separation and the mortgagor's equity in the related mortgaged property. In
addition, delinquency, foreclosure and loan loss experience may be sensitive to
adverse economic conditions, either nationally or regionally, may exhibit
seasonal variations and may be influenced by the level of interest rates and
servicing decisions on the applicable mortgage loans. Regional economic
conditions (including declining real estate values) may particularly affect
delinquency, foreclosure and loan loss experience on mortgage loans to the
extent that mortgaged properties are concentrated in certain geographic areas.
Furthermore, the level of foreclosures reported is affected by the length of
time legally required to complete the foreclosure process and take title to the
related property, which varies from jurisdiction to jurisdiction. The changes in
the delinquency, foreclosure and loan loss experience of PHMC's servicing
portfolio during the periods set forth in the preceding table may be
attributable to factors such as those described above, although there can be no
assurance as to whether these changes are the result of any particular factor or
a combination of factors. The delinquency, foreclosure and loan loss experience
on the Mortgage Loans serviced by PHMC may be particularly affected to the
extent that the related Mortgaged Properties are concentrated in areas which
experience adverse economic conditions or declining real estate values. See
"Description of the Mortgage Loans" in the Prospectus Supplement.
PREPAYMENT AND YIELD CONSIDERATIONS
The rate of distributions in reduction of the principal balance of any
Subclass or Class of the Offered Certificates, 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 Representing Party
of Mortgage Loans as a result of defective documentation or breaches of
representations and warranties and optional purchases by the Master Servicer 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 Trust Estates--Mortgage Loans--Assignment of
Mortgage Loans to the Trustee" and "--Optional Repurchases" and "The Pooling and
Servicing Agreement--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 Classes A/M/B Fraction, to the holders of the Class A
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 AP Certificates in proportion to the interest of the Class AP
Certificates in such Discount Mortgage Loan represented by the Class AP
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
S-62
<PAGE>
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 PHMC), servicers (including PHMC) 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, PHMC or third parties may enter
into agreements with borrowers providing for the bi-weekly payment of principal
and interest on the related mortgage loan, thereby accelerating payment of the
mortgage loan resulting in partial prepayments.
The effect of subsidy agreements on the rate of prepayment of Subsidy Loans
is uncertain. The rate of prepayment on Subsidy Loans may be affected by such
factors as the relationship between prevailing mortgage rates and the effective
interest rates on such Subsidy Loans, the remaining term of the subsidy
agreements, and requests by the related employers for refinance or modification.
The subsidy agreement relating to a Subsidy Loan generally provides that if
prevailing market rates of interest on mortgage loans similar to such Subsidy
Loan decline relative to the Mortgage Interest Rate of such Subsidy Loan by the
percentage set forth in the subsidy agreement, the employer may request that the
mortgagor refinance such Subsidy Loan. In the event the mortgagor refinances
such Subsidy Loan, the Subsidy Loan will be prepaid, and the new loan will not
be included in the Trust Estate. If the mortgagor fails to refinance such
Subsidy Loan, the employer may terminate the related subsidy agreement. In
addition, the termination of the subsidy agreement relating to a Subsidy Loan
for any reason (whether due to the mortgagor's failure to refinance or
otherwise) may increase the financial burden of the mortgagor, who may not have
otherwise qualified for a mortgage under PHMC's mortgage loan underwriting
guidelines, and may consequently increase the risk of default with respect to
the related Mortgage Loan. See "The Trust Estates--Mortgage Loans" and
"PHMC--Mortgage Loan Underwriting" in the Prospectus. From time to time, the
amount of the subsidy payment or the term of the subsidy agreement may, upon the
request of the corporate employer, be modified.
Other factors affecting prepayment of mortgage loans include changes in
mortgagors' housing needs, job transfers, unemployment or, in the case of
self-employed mortgagors or mortgagors relying on commission income, substantial
fluctuations in income, significant declines in real estate values and adverse
economic conditions either generally or in particular geographic areas,
mortgagors' equity in the Mortgaged Properties, including the use of second or
"home equity" mortgage loans by mortgagors or the use of the properties as
second or vacation homes, and servicing decisions. In addition, all of the
Mortgage Loans contain due-on-sale clauses which will generally be exercised
upon the sale of the related Mortgaged Properties. Consequently, acceleration of
mortgage payments as a result of any such sale will affect the level of
prepayments on the Mortgage Loans. The extent to which defaulted Mortgage Loans
are assumed by transferees of the related Mortgaged Properties will also affect
the rate of principal payments. The rate of prepayment and, therefore, the yield
to maturity of the Offered Certificates will be affected by the extent to which
(i) the Seller elects to repurchase, rather than substitute for, Mortgage Loans
which are found by the Trustee to have defective documentation or with respect
to which the Seller has breached a representation or warranty or (ii) the
Servicer elects to encourage the refinancing of any defaulted Mortgage Loan
rather than to permit an assumption thereof by a mortgagor meeting the
Servicer's underwriting guidelines. 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 199 - Certificates. See "Prepayment and Yield Considerations" in the
Prospectus.
THE YIELD TO MATURITY OF THE OFFERED CERTIFICATES WILL BE SENSITIVE IN
VARYING DEGREES TO THE RATE AND TIMING OF PRINCIPAL PAYMENTS (INCLUDING
PREPAYMENTS, WHICH MAY BE MADE AT ANY TIME WITHOUT PENALTY) ON THE MORTGAGE
LOANS. INVESTORS IN THE OFFERED CERTIFICATES SHOULD CONSIDER THE ASSOCIATED
RISKS, INCLUDING, IN THE CASE OF OFFERED CERTIFICATES PURCHASED AT A DISCOUNT,
PARTICULARLY THE CLASS AP CERTIFICATES, 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. A FASTER
THAN ANTICIPATED RATE OF PAYMENTS
S-63
<PAGE>
IN RESPECT OF PRINCIPAL (INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS COULD
RESULT IN AN ACTUAL YIELD THAT IS LOWER THAN ANTICIPATED FOR INVESTORS
PURCHASING OFFERED CERTIFICATES AT A PREMIUM. INVESTORS PURCHASING OFFERED
CERTIFICATES AT A PREMIUM SHOULD ALSO CONSIDER THE RISK THAT A RAPID RATE OF
PAYMENTS IN RESPECT OF PRINCIPAL (INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS
COULD RESULT IN THE FAILURE OF SUCH INVESTORS TO FULLY RECOVER THEIR INITIAL
INVESTMENTS. THE YIELD ON THE CLASS AP CERTIFICATES WILL BE INFLUENCED BY
PRINCIPAL PAYMENTS SOLELY WITH RESPECT TO DISCOUNT MORTGAGE LOANS.
The timing of changes in the rate of prepayment on the Mortgage Loans may
significantly affect the actual yield to maturity experienced by an investor who
purchases an Offered Certificate at a price other than par, even if the average
rate of principal payments experienced over time is consistent with such
investor's expectation. In general, the earlier a prepayment of principal on the
underlying Mortgage Loans, the greater the effect on such investor's yield to
maturity. As a result, the effect on such investor's yield of principal payments
occurring at a rate higher (or lower) than the rate anticipated by the investor
during the period immediately following the issuance of the Offered Certificates
would not be fully offset by a subsequent like reduction (or increase) in the
rate of principal payments.
The yield to maturity on the Class M Certificates will be more sensitive
than the yield to maturity on the Senior 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 Senior 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 Senior 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 Senior Certificates.
The yield to maturity on the Offered Certificates and more particularly on
the Class M Certificates may be affected by the geographic concentration of the
Mortgaged Properties securing the Mortgage Loans, and the yield to maturity on
the Class AP Certificates may be particularly affected by the geographic
concentration of the Mortgaged Properties securing the Discount Mortgage Loans.
In recent periods, California and several other regions in the United States
have experienced significant declines in housing prices. In addition, California
and several other regions have experienced natural disasters, including
earthquakes and floods, which may adversely affect property values. Any
deterioration in housing prices in California, as well as 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.
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 are 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 carefully consider the associated risks, including, in the
case of any Subclass or Class of Offered Certificates purchased at a discount,
particularly the Class AP Certificates, the risk that a slower than anticipated
rate of principal payments on the Mortgage Loans, or in the case of the Class AP
Certificates, on the Discount Mortgage Loans, could result in an actual yield to
such investor that is lower than the anticipated yield and, in the case of any
Subclass or Class of Offered Certificates purchased at a premium the risk that a
faster than anticipated rate of principal payments could result in an actual
yield to such investor that is lower than the anticipated yield.
An investor should consider the risk that rapid rates of prepayments on the
Mortgage Loans, and therefore of amounts distributable in reduction of principal
balance of the Offered Certificates, may coincide with periods of low
S-64
<PAGE>
prevailing interest rates. During such periods, the effective interest rates on
securities in which an investor may choose to reinvest amounts distributed in
reduction of the principal balance of such investor's Offered Certificate may be
lower than the applicable Pass-Through Rate or, in the case of the Class AP
Certificates, the anticipated yield thereon. Conversely, slower rates of
prepayments on the Mortgage Loans, and therefore of amounts distributable in
reduction of principal balance of the Offered Certificates, may coincide with
periods of high prevailing interest rates. During such periods, the amount of
principal distributions available to an investor for reinvestment at such high
prevailing interest rates may be relatively small.
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 holders during
certain periods. There can be no assurance as to the amount by which such
taxable income or such tax liability will exceed cash distributions in respect
of the Class A-R 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.
As referred to herein, the weighted average life of a Subclass or Class of
the 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, " % SPA" assumes
prepayment rates equal to % of SPA, and so forth. SPA DOES NOT PURPORT TO BE A
HISTORICAL DESCRIPTION OF PREPAYMENT EXPERIENCE OR A PREDICTION OF THE
ANTICIPATED RATE OF PREPAYMENT OF ANY POOL OF MORTGAGE LOANS, INCLUDING THE
MORTGAGE LOANS.
The tables set forth below have been prepared on the basis of the
characteristics of the Mortgage Loans that are expected to be included in the
Trust Estate, as described above under "Description of the Mortgage Loans." The
tables assume, among other things, that (i) the scheduled payment in each month
for each Mortgage Loan has been based on its outstanding balance as of the first
day of the month preceding the month of such payment, its Mortgage Interest Rate
and its remaining term to stated maturity, so that such scheduled payments would
amortize the remaining balance by its remaining term to maturity, (ii) scheduled
monthly payments of principal and interest on the Mortgage Loans will be timely
received on the first day of each month (with no defaults), commencing in
199 , (iii) the Seller does not repurchase any Mortgage Loan, as
described under "Description of the Mortgage Loans--Mandatory Repurchase or
Substitution of Mortgage Loans" herein, and the Master Servicer does not
exercise its option to purchase the Mortgage Loans and thereby cause a
termination of the Trust Estate, (iv) principal prepayments in full on the
Mortgage Loans will be received on the last day of each month commencing in
199 at the respective constant percentages of SPA set forth in the
tables and there are no partial principal prepayments or Prepayment Interest
Shortfalls, (v) the Series 199 - Certificates will be issued on ,
199 and (vi) distributions to Certificateholders will be made on the 25th day of
each month, commencing in 199 . IT IS HIGHLY UNLIKELY THAT THE MORTGAGE
LOANS WILL PREPAY AT ANY CONSTANT RATE, THAT ALL OF THE MORTGAGE LOANS WILL
PREPAY AT THE SAME RATE OR THAT THE MORTGAGE LOANS WILL NOT EXPERIENCE ANY
LOSSES. In addition, there may be differences between the characteristics of the
mortgage loans ultimately included in the Trust Estate and the Mortgage Loans
which are assumed to be included, as described above. Any difference may have an
effect upon the actual percentages of initial Class A Subclass Principal Balance
of the Subclasses of Class A Certificates, initial principal
S-65
<PAGE>
balances of the Class AP and Class M Certificates, the actual weighted average
lives of the Subclasses of Class A Certificates and the Class AP and Class M
Certificates and the date on which the Class A Subclass Principal Balance of any
Subclass of Class A Certificates and the principal balances of the Class AP and
Class M 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 such Subclass and, in the case of the Class AP and Class M Certificates, of
the initial principal balances of the Class AP and Class M Certificates that
would be outstanding after each of the dates shown at constant percentages of
SPA presented.
S-66
<PAGE>
PERCENTAGE OF INITIAL SUBCLASS OR CLASS PRINCIPAL BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS A-1
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION ----------------------------------------
DATE 0% % % % % % %
<S> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------- ----------------------------------------
[Reserved for client file: dec_a1]
<CAPTION>
CLASS A-2
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION -----------------------------------------
DATE 0% % % % % % %
<S> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------- -----------------------------------------
[Reserved for client file: dec_a1]
[Reserved for client file: dec_a2]
<CAPTION>
CLASS A-3
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION ------------------------------------------
DATE 0% % % % % % %
- ------------------------------------------- ------------------------------------------
[Reserved for client file: dec_a1]
[Reserved for client file: dec_a3]
<CAPTION>
CLASS A-4
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION ------------------------------------------
DATE 0% % % % % % %
- ------------------------------------------- ------------------------------------------
[Reserved for client file: dec_a1]
[Reserved for client file: dec_a4]
</TABLE>
- ------------------
(1) The weighted average life of an Offered Certificate is determined by (i)
multiplying the amount of each distribution in 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 distributions in reduction of
principal balance referred to in clause (i).
S-67
<PAGE>
PERCENTAGE OF INITIAL SUBCLASS OR CLASS PRINCIPAL BALANCE OUTSTANDING FOR:
<TABLE>
<CAPTION>
CLASS A-5
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION ------------------------------------------
DATE 0% % % % % % %
<S> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------- ------------------------------------------
[Reserved for client file: dec_a5]
<CAPTION>
CLASS A-R
CERTIFICATE AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION -------------------------------------------
DATE 0% % % % % % %
<S> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------- -------------------------------------------
[Reserved for client file: dec_a5]
[Reserved for client file: dec_ar]
<CAPTION>
CLASS AP
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION --------------------------------------------
DATE 0% % % % % % %
- ------------------------------------------- --------------------------------------------
[Reserved for client file: dec_a5]
[Reserved for client file: dec_ap]
<CAPTION>
CLASS M
CERTIFICATES AT THE
FOLLOWING PERCENTAGES
OF SPA
DISTRIBUTION --------------------------------------------
DATE 0% % % % % % %
- ------------------------------------------- --------------------------------------------
[Reserved for client file: dec_a5]
[Reserved for client file: dec_m]
</TABLE>
- ------------------
(1) The weighted average life of an Offered Certificate is determined by (i)
multiplying the amount of each distribution in 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 distributions in reduction of
principal balance referred to in clause (i).
S-68
<PAGE>
Interest accrued on the Class A and Class M Certificates will be reduced by
the amount of any interest portions of Realized Losses allocated to such
Certificates as described under "Description of the Certificates--Interest"
herein. The yield on the Class A Certificates and the Class M 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 assumptions set
forth in clauses (i) through (vii) of the first full paragraph on page S-
hereof. Accordingly, such tables and other materials may not be relevant to or
appropriate for investors other than those specifically requesting them.]
SENSITIVITY OF THE CLASS AP CERTIFICATES
THE YIELD TO AN INVESTOR IN THE CLASS AP CERTIFICATES WILL BE HIGHLY
SENSITIVE TO THE RATE AND TIMING OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS)
OF THE DISCOUNT MORTGAGE LOANS, WHICH RATE MAY FLUCTUATE SIGNIFICANTLY FROM TIME
TO TIME. AN INVESTOR SHOULD FULLY CONSIDER THE ASSOCIATED RISKS, INCLUDING THE
RISK THAT A RELATIVELY SLOW RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS)
ON THE DISCOUNT MORTGAGE LOANS WILL HAVE A NEGATIVE EFFECT ON THE YIELD TO AN
INVESTOR IN THE CLASS AP CERTIFICATES. THE DISCOUNT MORTGAGE LOANS WILL HAVE
LOWER NET MORTGAGE INTEREST RATES THAN THE OTHER MORTGAGE LOANS. IN GENERAL,
MORTGAGE LOANS WITH LOWER MORTGAGE INTEREST RATES MAY TEND TO PREPAY AT A SLOWER
RATE OF PAYMENT IN RESPECT OF PRINCIPAL THAN MORTGAGE LOANS WITH RELATIVELY
HIGHER MORTGAGE INTEREST RATES, IN RESPONSE TO CHANGES IN MARKET INTEREST RATES.
AS A RESULT, THE DISCOUNT MORTGAGE LOANS MAY PREPAY AT A SLOWER RATE OF PAYMENT
IN RESPECT OF PRINCIPAL THAN THE OTHER MORTGAGE LOANS, RESULTING IN A LOWER
YIELD ON THE CLASS AP CERTIFICATES THAN WOULD BE THE CASE IF THE DISCOUNT
MORTGAGE LOANS PREPAID AT THE SAME RATE AS THE OTHER MORTGAGE LOANS.
The following table indicates the sensitivity to various rates of prepayment
on the Discount Mortgage Loans of the pre-tax yields to maturity on a corporate
bond equivalent ("CBE") basis of the Class AP Certificates. Such calculations
are based on distributions made in accordance with "Description of the
Certificates" above, on the assumptions described in clauses (i) through (vii)
of the first full paragraph on page S- and on the further assumptions that (i)
the Class AP Certificates will be purchased on , 199 at an aggregate
purchase price of % of the initial Class AP Principal Balance and (ii)
distributions to holders of the Class AP Certificates will be made on the 25th
day of each month commencing in 199 .
SENSITIVITY OF THE PRE-TAX YIELD ON THE CLASS AP CERTIFICATES TO PREPAYMENTS
<TABLE>
<CAPTION>
PERCENTAGES OF SPA
--------------------------------------------------------
0% % % % % % %
----- ----- ----- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Pre-Tax Yield (CBE).............. % % % % % % %
</TABLE>
The pre-tax yields set forth in the preceding table were calculated by (i)
determining the monthly discount rates which, when applied to the assumed stream
of cash flows to be paid on the Class AP Certificates, would cause the
discounted present value of such assumed stream of cash flows to equal an
assumed aggregate purchase price for the Class AP Certificates of approximately
% of the initial Class AP Principal Balance and (ii) converting such monthly
rates to corporate bond equivalent rates. Such calculation does not take into
account the interest rates at which investors may be able to reinvest funds
received by them as distributions on the Class AP Certificates and consequently
does not purport to reflect the return on any investment in the Class AP
Certificates when such reinvestment rates are considered.
NOTWITHSTANDING THE ASSUMED PREPAYMENT RATES REFLECTED IN THE PRECEDING
TABLE, IT IS HIGHLY UNLIKELY THAT THE DISCOUNT MORTGAGE LOANS WILL PREPAY AT A
CONSTANT RATE UNTIL MATURITY OR THAT ALL OF THE DISCOUNT MORTGAGE LOANS WILL
S-69
<PAGE>
PREPAY AT THE SAME RATE. The Discount Mortgage Loans initially included in the
Trust Estate may differ from those currently expected to be included in the
Trust Estate, and thereafter may be changed as a result of permitted
substitutions. As a result of these factors, the pre-tax yields on the Class AP
Certificates are likely to differ from those shown in such table, even if all of
the Discount Mortgage Loans prepay at the indicated percentages of SPA.
POOLING AND SERVICING AGREEMENT
GENERAL
The Series 199 - Certificates will be issued pursuant to a Pooling and
Servicing Agreement to be dated as of the date of initial issuance of the Series
199 - Certificates (the "Pooling and Servicing Agreement") among the Seller, the
Master Servicer and the Trustee. Reference is made to the Prospectus for
important additional information regarding the terms and conditions of the
Pooling and Servicing Agreement and the Series 199 - 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, (iv) the rights of the Trustee to receive the
proceeds of all insurance policies and performance bonds, if any, required to be
maintained pursuant to the Pooling and Servicing Agreement, (v) certain rights
of the Seller to the enforcement of representations and warranties made by the
Representing Parties relating to the Mortgage Loans, and (vi) the rights of the
Trustee under the PHMC Loan Purchase Agreement.
DISTRIBUTIONS
Distributions (other than the final distribution in retirement of the Class
A Certificates of each 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 a Class A Certificate evidencing at least a
$5,000,000 initial principal balance or any holder of a Class AP, Class M or
Offered Class B Certificate evidencing a 100% Percentage Interest, distributions
will be made on the Distribution Date by wire transfer in immediately available
funds, provided that the Master Servicer, or the paying agent acting on behalf
of the Master Servicer, shall have been furnished with appropriate wiring
instructions not less than seven business days prior to the related Distribution
Date. The final distribution in respect of each Subclass of Offered Certificates
will be made only upon presentation and surrender of the related Certificate at
the office or agency appointed by the Trustee specified in the notice of final
distribution with respect to the related Subclass or Class.
Unless Definitive Certificates are issued as described above, the Master
Servicer and the Trustee will treat DTC as the Holder of the Book-Entry
Certificates for all purposes, including making distributions thereon and taking
actions with respect thereto. DTC will make book-entry transfers among its
participants with respect to the Book-Entry Certificates; it will also receive
distributions on the Book-Entry Certificates from the Trustee and transmit them
to participants for distribution to Beneficial Owners or their nominees.
VOTING
With respect to any provisions of the Pooling and Servicing Agreement
providing for the action, consent or approval of the holders of all Series
199 - 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 199 - Certificates equal to the product of (i) the
then applicable Class A Percentage and (ii) the ratio obtained by dividing the
Pool Balance (Classes A/M/B Portion) by the sum of the Pool Balance (Classes
A/M/B Portion) and the Pool Balance (Class AP Portion) (the "Classes A/M/B
Voting Interest"); the holders of the Class AP Certificates will collectively be
entitled to a percentage of the aggregate Voting Interest represented by all
Series 199 - Certificates equal to the percentage obtained by dividing the Pool
Balance (Class AP Portion) by the sum of the Pool Balance (Class A/M/B Portion)
and the Pool Balance (Class AP 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 199 - Certificates equal to the
product of (i) the ratio obtained by dividing the Class M Principal Balance by
the sum of the Class A Principal Balance, the Class M Principal Balance and the
Class B Principal
S-70
<PAGE>
Balance and (ii) the Classes A/M/B Voting Interest. The aggregate Voting
Interests of each Subclass of Class A Certificates on any date will be equal to
the product of (a) the Class A Voting Interest on such date and (b) the fraction
obtained by dividing the Class A Subclass Principal Balance of such Subclass on
such date by the aggregate Class A Subclass Principal Balance of the Class A
Certificates 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 Subclass will have a
Voting Interest in such Subclass equal to such holder's Percentage Interest in
such Subclass. Unless Definitive Certificates are issued as described above,
Beneficial Owners of Book-Entry Certificates may exercise their voting rights
only through DTC Participants.
TRUSTEE
The Trustee for the Series 199 - Certificates will be , a
[national banking association]. The Corporate Trust Office of the Trustee is
located at . The Trustee will be responsible for monitoring the
compliance of the Master Servicer and each Servicer with the Pooling and
Servicing Agreement and the Servicing Agreements. See "The Pooling and Servicing
Agreement--The Trustee" in the Prospectus. In addition, the Trustee will, in
certain circumstances, be required to make certain advances on or before the
related Distribution Date for the benefit of the holders of the Series 199 -
Certificates. See "Description of the Certificates--Periodic Advances" herein.
MASTER SERVICER
SASCOR will act as "Master Servicer" of the Mortgage Loans and, in that
capacity, will supervise the servicing of the Mortgage Loans, provide certain
reports to the Trustee regarding the Mortgage Loans and the Certificates, make
Periodic Advances to the limited extent described herein with respect to the
Mortgage Loans if a Servicer fails to make a Periodic Advance required by the
related Servicing Agreement, and service Mortgage Loans in the event a Servicer
is terminated and a successor servicer is not appointed. The Master Servicer
will be entitled to a "Master Servicing Fee" payable monthly equal to the
product of (i) 1/12th of a fixed percentage per annum as set forth in the
Pooling and Servicing Agreement (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 of the
Trust Estate subject to reimbursement as described under "Servicing of the
Mortgage Loans" in the Prospectus.
OPTIONAL TERMINATION
At its option, the Master Servicer may purchase from the Trust Estate all of
the Mortgage Loans, and thereby effect early retirement of the Series
199 - Certificates, on any Distribution Date when the Pool Scheduled Principal
Balance is less than % 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 greater of (i) 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 and (ii) the aggregate fair market value
of the Trust Estate's assets plus, in each case, 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.
S-71
<PAGE>
SERVICING OF THE MORTGAGE LOANS
PHMC will service approximately % (by Cut-Off Date Aggregate Principal
Balance) of the Mortgage Loans and the servicers listed below (the "Other
Servicers", and collectively with PHMC, the "Servicers") will service the
balance of the Mortgage Loans, as indicated, each pursuant to a separate
Servicing Agreement. The rights to enforce the related Servicer's obligations
under each Servicing Agreement with respect to the related Mortgage Loans will
be assigned to the Trustee for the benefit of Certificateholders. Among other
things, the Servicers are obligated under certain circumstances to advance
delinquent payments of principal and interest with respect to the Mortgage
Loans. See "Servicing of the Mortgage Loans" in the Prospectus.
THE SERVICERS
The Mortgage Loans initially will be serviced by the following entities:
<TABLE>
<CAPTION>
APPROXIMATE
PERCENTAGE OF
CUT-OFF DATE
AGGREGATE PRINCIPAL
NAME OF SERVICER BALANCE SERVICED
- ------------------------------------------------------------ -------------------
<S> <C>
The Prudential Home Mortgage Company, Inc................... %
%
%
%
%
%
%
%
%
------
Total................................................... 100.00%
------
------
</TABLE>
Certain information with respect to the loan servicing experience of PHMC is
set forth under "PHMC--Delinquency and Foreclosure Experience."
CUSTODIAL ACCOUNTS
Each Servicer is required to establish and maintain a custodial account for
principal and interest (each such account, a "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 Custodial
Accounts are required to be held in a depository institution and invested in the
manner specified in the related 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 Master Servicer Custodial Account all amounts on deposit in the 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 Prepayment Interest Shortfalls as described under
"Description of the Certificates--Interest";
S-72
<PAGE>
(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 and all partial principal
prepayments on Mortgage Loans serviced by Other Servicers and all
proceeds of any Mortgage Loans, or property acquired in respect thereof,
liquidated, foreclosed, purchased or repurchased pursuant to the Pooling and
Servicing Agreement (other than Partial Liquidation Proceeds with respect to
Mortgage Loans serviced by PHMC), received by such Servicer on or after the
Due Date occurring in the month in which such Distribution Date occurs, all
principal prepayments in full, partial principal prepayments and Partial
Liquidation Proceeds on Mortgage Loans serviced by PHMC, received by PHMC on
or after the Determination Date occurring in the month in which such
Distribution Date occurs, 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 Custodial Account pursuant
to the applicable 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;
(h)reinvestment earnings on payments received in respect of the Mortgage
Loans or on other amounts on deposit in the related Custodial Account;
and
(i)proceeds received in connection with the liquidation of a Mortgage
Loan serviced by any Other Servicer in any month prior to the month in
which such Mortgage Loan becomes a Liquidated Loan (other than any such
proceeds with respect to a Mortgage Loan that became a Liquidated Loan in
the month prior to the month in which such Remittance Date occurs).
FIXED RETAINED YIELD; 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 percentage (the
"Servicing Fee Rate") of the Scheduled Principal Balance 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, as of the
Cut-Off Date, is expected to range from approximately % to % 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 Master Servicer Custodial Account, will be paid to or retained
by the Servicers as additional servicing compensation. The Servicing Fees
payable to PHMC with respect to the Mortgage Loans serviced by PHMC are subject
to reduction in any month to cover Prepayment Interest Shortfalls with respect
to such Mortgage Loans. The servicing compensation, including Servicing Fees,
payable to any Other Servicer is subject to reduction in any month to cover
Prepayment Interest Shortfalls and Curtailment Interest Shortfalls with respect
to the Mortgage Loans serviced by such Servicer.
A fixed percentage of the interest on each Mortgage Loan (the "Fixed
Retained Yield") with a per annum Mortgage Interest Rate greater than (i) the
sum of (a) %, (b) the Servicing Fee Rate and (c) the Master Servicing Fee
Rate, which will be determined on a loan by loan basis and will equal the
Mortgage Interest Rate on each Mortgage Loan minus the rate described in clause
(i), will not be included in the Trust Estate. There will be no Fixed Retained
Yield on any Mortgage Loan with a Mortgage Interest Rate equal to or less than
the rate described in clause (i). See "Servicing of the Mortgage Loans--Fixed
Retained Yield, Servicing Compensation and Payment of Expenses" in the
Prospectus for information regarding other possible compensation to the
Servicer. The Master Servicer will pay all routine expenses, including fees of
the Trustee incurred in connection with its responsibilities under the Pooling
and Servicing Agreement, subject to certain rights of reimbursement as described
in the Prospectus. The servicing fees and other expenses of the REMIC will be
allocated to a 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
S-73
<PAGE>
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 Servicing Agreements to
terminate a Servicer in certain events, including the breach by such Servicer of
any of its material obligations under its Servicing Agreement. In the event of
such termination, (i) the Trustee may enter into a substitute 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 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.
CERTAIN RECENT LEGAL DEVELOPMENTS AFFECTING MORTGAGE LOANS
On March 21, 1994, the United States Court of Appeals for the 11th Circuit
ruled in the case of RODASH V. AIB MORTGAGE CO. that the Federal Truth in
Lending Act requires mortgage lenders to disclose to borrowers the collection of
certain intangible taxes and courier fees as prepaid finance charges. Since the
RODASH decision, class action lawsuits have been brought against numerous
mortgage lending institutions alleging certain violations of the Truth in
Lending Act concerning the improper disclosure of various fees.
For Truth in Lending Act violations, one of the remedies available to the
borrowers under certain affected non-purchase money mortgage loans is
rescission, which would require the borrowers to pay the principal balance of
the mortgage loans, less a credit for interest paid, closing costs and prepaid
finance charges. A substantial number of the Mortgage Loans are non-purchase
money mortgage loans.
PHMC has represented in the PHMC Servicing Agreement that all applicable
laws, including the Truth in Lending Act, were complied with in all material
respects in connection with origination of the Mortgage Loans. In the event that
such representation is breached in respect of any Mortgage Loan in a manner that
materially and adversely affects the interests of the Certificateholders in a
Mortgage Loan, and PHMC cannot cure such breach within the time period specified
in the PHMC Servicing Agreement, PHMC will be obligated to repurchase the
affected Mortgage Loan at a price equal to the unpaid principal balance thereof
plus accrued interest as provided in the Pooling and Servicing Agreement or to
substitute a new mortgage loan in place of the affected Mortgage Loan in
accordance with the requirements of the Pooling and Servicing Agreement. See
"Description of the Mortgage Loans--Representations and
Warranties--Representations and Warranties of PHMC" herein.
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, Class
A-2, Class A-3, Class A-4 and Class A-5 Certificates, the Class AP Certificates
and the Class M Certificates (collectively, the "Regular Certificates"),
together with the Class B-1, Class B-2, 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 Offered Certificates will be treated as "qualifying real property loans"
for mutual savings banks and domestic building and loan associations, "regular
or residual interests in a REMIC" for domestic building and loan associations,
and "real estate assets" for real estate investment trusts, to the extent
described in the Prospectus.
S-74
<PAGE>
REGULAR CERTIFICATES
The Regular Certificates generally will be treated as newly originated debt
instruments for federal income tax purposes. Beneficial Owners (or in the case
of Definitive Certificates, holders) of the Regular Certificates will be
required to report income on such Certificates in accordance with the accrual
method of accounting.
The Class AP Certificates will be issued with original issue discount in an
amount equal to the excess of the initial principal balance thereof over their
respective issue prices. It is anticipated that the Class A- and Class A-
Certificates and the Class M Certificates will be issued with original issue
discount in an amount equal to the excess of the initial principal balances of
such Subclasses or Class over their respective issue prices (including accrued
interest). It is further anticipated that the Class A- and Class A- Certificates
will be issued at a premium and that the Class A- Certificates will be issued
with DE MINIMIS original issue discount for federal income tax purposes. Each
subclass of the Class B Certificates, which are not offered hereby, also 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 will be calculated using % 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 respective REMIC, (ii) the treatment of such income as "unrelated business
taxable income" to certain holders who are otherwise tax-exempt, and (iii) the
treatment of such income as subject to 30% withholding tax to certain non-U.S.
investors, with no exemption or treaty reduction.
Under the REMIC Regulations, because the fair market value of the Class A-R
Certificate will not exceed 2% of the fair market value of the REMIC the Class
A-R Certificate will not have "significant value," and thrift institutions will
not be permitted to offset their net operating losses against such excess
inclusion income. In addition, 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 Trustee that,
as of the date of the transfer, it had no knowledge or reason to know that the
affirmations made by the transferee pursuant to the preceding sentence were
false. Additionally, the Class A-R 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 and
Class M Certificates" herein and "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences For REMIC Certificates," "--
Taxation of Residual Certificates--Limitations on Offset or Exemption of REMIC
Income" and "--Tax-Related Restrictions on Transfer of Residual
Certificates--Noneconomic Residual Interests" in the Prospectus.
An individual, trust or estate that holds the Class A-R Certificate (whether
such Certificate is held directly or indirectly through certain pass-through
entities) also may have additional gross income with respect to, but may be
subject to limitations on the deductibility of, Servicing Fees on the Mortgage
Loans and other administrative expenses properly allocable to the applicable
REMIC in computing such holder's regular tax liability, and may not be able to
deduct such fees or expenses to any extent in computing such holder's
alternative minimum tax liability. In addition, some portion of a purchaser's
basis, if any, in the Class A-R Certificate may not be recovered until
termination of the
S-75
<PAGE>
respective 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 consideration. Any transferee receiving consideration with
respect to the Class A-R Certificate should consult its tax advisors.
A holder of the Class A-R Certificate should consult its tax advisor about
the possible application of proposed Treasury regulations issued January 3, 1995
(the "Proposed Mark to Market Regulations," as defined in the Prospectus). Under
the Proposed Mark to Market Regulations, no residual interest in a REMIC
purchased on or after January 4, 1995 could be marked to market. See "Certain
Federal Income Tax Consequences--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Residual Certificates--Mark to Market Regulations" in
the Prospectus.
DUE TO THE SPECIAL TAX TREATMENT OF RESIDUAL INTERESTS, 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.
See "Certain Federal Income Tax Consequences" in the Prospectus.
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 the fiduciary responsibility rules of Sections 401-414 of
ERISA or Code Section 4975 (an "ERISA Plan") or which is a governmental plan, as
defined in Section 3(32) of ERISA, subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, with an ERISA Plan, a "Plan"), or
any person utilizing the assets of such Plan. Accordingly, the following
discussion does not purport to discuss the considerations under ERISA, Code
Section 4975 or Similar Law with respect to the purchase, acquisition or resale
of the Class A-R 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
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 Certificates will not be made unless the transferee (i) executes a
representation letter in form and substance satisfactory to the Trustee stating
that (a) it is not, and is not acting on behalf of, any such Plan or using the
assets of any such Plan to effect such purchase or (b) if it is an insurance
company, that the source of funds used to purchase the Class M 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, exceed 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition or (ii) provides an opinion of counsel in
form and substance satisfactory to the Trustee that the purchase or holding of
the Class M Certificates by or on behalf of such Plan will not result in the
assets of the Trust Estate being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA and the Code or Similar Law and will
not subject the Seller, the Master Servicer or the Trustee to any obligation in
addition to those undertaken in the Pooling and Servicing Agreement. The Class M
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 Certificates and for purposes of the following discussion all
references to the Offered Certificates are deemed to exclude the Class M
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 Plan. Comparable duties and restrictions may
exist under Similar Law on governmental plans and certain persons who perform
services for governmental plans. For example, unless exempted, investment by an
ERISA Plan in the Offered Certificates may
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<PAGE>
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 , the DOL issued to the Underwriter an individual
administrative exemption, Prohibited Transaction Exemption , Fed. Reg.
(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, other than the
Class A-R Certificate, by an ERISA Plan, provided that specified conditions are
met.
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 Exemption or the] availability of any [other] prohibited
transaction exemptions (including PTE 83-1), and whether the conditions of any
such exemption will be applicable to the Offered Certificates and a fiduciary of
a governmental plan should make its own determination as to the need for and
availability of any exemptive relief under Similar Law. Any fiduciary of an
ERISA Plan considering whether to purchase an Offered Certificate should also
carefully review with its own legal advisors the applicability of the fiduciary
duty and prohibited transaction provisions of ERISA, the Code and Similar Law to
such investment. See "ERISA Considerations" in the Prospectus.
LEGAL INVESTMENT
[The Offered Certificates constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984 (the
"Enhancement Act") so long as they are rated in one of the two highest rating
categories by at least one nationally recognized statistical rating
organization. As such, the Offered Certificates are legal investments for
certain entities to the extent provided in the Enhancement Act. However,
institutions subject to the jurisdiction of the Office of the Comptroller of the
Currency, the Board of Governors of the Federal Reserve System, the Federal
Deposit Insurance Corporation, the Office of Thrift Supervision, the National
Credit Union Administration or state banking or insurance authorities should
review applicable rules, supervisory policies and guidelines of these agencies
before purchasing any of the Offered Certificates, as certain Subclasses of the
Class A Certificates or the Class M Certificates may be deemed to be unsuitable
investments under one or more of these rules, policies and guidelines and
whether certain restrictions may apply to investments in other Subclasses of the
Class A Certificates or the Class M Certificates. It should also be noted that
certain states recently have enacted, or have proposed enacting, legislation
limiting to varying extents the ability of certain entities (in particular
insurance companies) to invest in mortgage related securities.] [The Offered
Certificates will not constitute "mortgage related securities" under the
Secondary Mortgage Market Enhancement Act of 1984 (the "Enhancement Act"). The
appropriate characterization of the Offered Certificates under various legal
investment restrictions, and thus the ability of investors subject to these
restrictions to purchase Offered Certificates, may be subject to significant
interpretive 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 Certificates will constitute legal
investments for them.] Investors should consult with their own legal advisors in
determining whether and to what extent Offered Certificates constitute legal
investments for such investors. 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
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<PAGE>
and other regulatory requirements, but is under no obligation to do so. There
can be no assurance that a secondary market in the Offered Certificates will
develop or, if such a market does develop, that it will provide holders of
Offered Certificates with liquidity of investment at any particular time or for
the life of the Offered Certificates. As a source of information concerning the
Certificates and the Mortgage Loans, prospective investors in Certificates may
obtain copies of the reports included in monthly statements to
Certificateholders described under "Description of Certificates--Reports" upon
written request to the Trustee at the Corporate Trust Office.
UNDERWRITING
Subject to the terms and conditions of the underwriting agreement dated as
of , 199 (the "Underwriting Agreement") among PHMC, the Seller and
, as underwriter (the "Underwriter"), the Offered Certificates
offered hereby are being purchased from the Seller by the Underwriter upon
issuance. 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 % of the initial
aggregate principal balance of the Class A, Class AP and Class M Certificates
plus accrued interest thereon, other than on an amount equal to the initial
aggregate principal balance of the Class AP Certificates, from 1,
199 to (but not including) , 199 , before deducting expenses payable
by the Seller. The Underwriter, which is not an affiliate of the Seller, has
advised the Seller that the Underwriter has not allocated the purchase price
paid to the Seller for the Class A, Class AP and Class M Certificates has not
been allocated among the Class A, Class AP and Class M Certificates nor among
the Subclasses of Class A Certificates. 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 PHMC 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, New York, New York.
[FOR SERIES WITH A FINANCIAL GUARANTY INSURANCE POLICY:
EXPERTS
The consolidated balance sheets of Financial Security Assurance Inc. and
Subsidiaries as of December 31, 1994 and December 31, 1993, and the related
consolidated statements of income, changes in shareholder's equity, and cash
flows for each of the three years in the period ended December 31, 1994,
incorporated by reference in this Prospectus Supplement have been incorporated
herein, in reliance on the report of Coopers & Lybrand, L.L.P., independent
accountants, and given on the authority of that firm as experts in auditing and
accounting.]
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 PHMC of the Mortgage Loans
underlying the Series 199 - Certificates.
RATINGS
It is a condition to the issuance of the Class A and Class AP Certificates
that they will have been rated [["Aaa" by Moody's Investors Service, Inc.
("Moody's")] ["AAA" by [Fitch Investors Service, L.P. ("Fitch")] [Duff & Phelps
Credit Rating Co. ("DCR")]] [and] ["AAA" and "AAAr" by Standard and Poor's
("S&P")]] and [["Aa" by Moody's] ["AA" by [Fitch] [DCR] [S&P]] [and] ["A" by
[Moody's] [Fitch] [DCR] [S&P]] [and] [["Baa" by Moody's] ["BBB" by [Fitch]
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<PAGE>
[DCR] [S&P]. A security rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the
assigning rating agency. Each security rating should be evaluated independently
of any other security rating.
[The ratings of Moody's on mortgage pass-through certificates address the
likelihood of the receipt by certificateholders of all distributions to which
such certificateholders are entitled. Moody's rating opinions address the
structural, legal and issuer aspects associated with the certificates, including
the nature of the underlying mortgage loans and the credit quality of the credit
support provider, if any. Moody's ratings on pass-through certificates do not
represent any assessment of the likelihood that principal prepayments may differ
from those originally anticipated.]
[The ratings assigned by DCR to mortgage pass-through certificates address
the likelihood of the receipt by certificateholders of all distributions to
which they are entitled under the transaction structure. DCR's ratings reflect
its analysis of the riskiness of the mortgage loans and its analysis of the
structure of the transaction as set forth in the operative documents. DCR's
ratings do not address the effect on the certificates' yield attributable to
prepayments or recoveries on the underlying mortgage loans. In addition, the
rating of the Class A-R Certificate does not assess the likelihood of return to
the investor in the Class A-R Certificate, except to the extent of the Class A
Subclass Principal Balance thereof and interest thereon.]
[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 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 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 Seller has not requested a rating on the Offered Certificates of any
Subclass or Class by any rating agency other than [Moody's] [DCR] [S&P] and
[Fitch], although data with respect to the Mortgage Loans may have been provided
to other rating agencies solely for their informational purposes. There can be
no assurance that any rating assigned by any other rating agency to the Offered
Certificates will be as high as those assigned by [Moody's] [DCR] [S&P] and
[Fitch].
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<PAGE>
INDEX OF SIGNIFICANT
PROSPECTUS SUPPLEMENT DEFINITIONS
<TABLE>
<CAPTION>
TERM PAGE
- -------------------------------------------------------------------------
<S> <C>
Adjusted Pool Amount..................................................... S-29
Adjusted Pool Amount (Class AP Portion).................................. S-29
Adjustment Amount........................................................ S-45
Aggregate Current Bankruptcy Losses...................................... S-45
Aggregate Current Fraud Losses........................................... S-45
Aggregate Current Special Hazard Losses.................................. S-44
Bankruptcy Loss.......................................................... S-33
Bankruptcy Loss Amount................................................... S-45
Beneficial Owner......................................................... S-23
Book-Entry Certificates.................................................. S-3
Bulk Purchase Underwritten Loans......................................... S-10
CBE...................................................................... S-69
Cede..................................................................... S-23
Certificateholder........................................................ S-3
Certificates............................................................. S-5
Class A Certificates..................................................... Cover
Class AP Certificates.................................................... Cover
Class A Distribution Amount.............................................. S-27
Class A Optimal Amount................................................... S-30
Class A Optimal Principal Amount......................................... S-31
Class A Percentage....................................................... S-33
Class A Prepayment Percentage............................................ S-33
Class A Principal Balance................................................ S-28
Class A Principal Distribution Amount.................................... S-31
Class A Subclass Interest Accrual Amount................................. S-27
Class A Subclass Interest Shortfall Amount............................... S-30
Class A Subclass Principal Balance....................................... S-28
Class A Voting Interest.................................................. S-70
Classes A/M/B Fraction................................................... S-13
Classes A/M/B Voting Interest............................................ S-70
Class AP Fraction........................................................ S-35
Class AP Deferred Amount................................................. S-35
Class AP Optimal Principal Amount........................................ S-34
Class AP Principal Balance............................................... S-28
Class AP Principal Distribution Amount................................... S-34
Class B Certificates..................................................... Cover
Class B Principal Balance................................................ S-28
Class B Subclass Interest Accrual Amount................................. S-28
Class B Subclass Principal Balance....................................... S-28
Class M Certificate...................................................... Cover
Class M Distribution Amount.............................................. S-27
Class M Interest Accrual Amount.......................................... S-27
Class M Interest Shortfall Amount........................................ S-30
Class M Optimal Amount................................................... S-31
Class M Optimal Principal Amount......................................... S-35
Class M Percentage....................................................... S-36
Class M Prepayment Percentage............................................ S-36
Class M Principal Balance................................................ S-28
Class M Principal Distribution Amount.................................... S-35
</TABLE>
S-80
<PAGE>
<TABLE>
<CAPTION>
TERM PAGE
- -------------------------------------------------------------------------
Closing Date............................................................. S-9
<S> <C>
Code..................................................................... S-20
Co-op Shares............................................................. S-47
Cooperatives............................................................. S-47
Cross-Over Date.......................................................... S-43
Current Class M Fractional Interest...................................... S-37
Current Class B-1 Fractional Interest.................................... S-37
Current Class B-2 Fractional Interest.................................... S-37
Current Class B-3 Fractional Interest.................................... S-37
Current Class B-4 Fractional Interest.................................... S-38
Curtailment Interest Shortfalls.......................................... S-29
Custodial Account........................................................ S-72
Cut-Off Date Aggregate Principal Balance................................. S-47
Debt Service Reduction................................................... S-33
Deficient Valuation...................................................... S-33
Definitive Certificates.................................................. S-7
Determination Date....................................................... S-25
Discount Mortgage Loans.................................................. S-2
Distribution Date........................................................ S-2
DOL...................................................................... S-77
DTC...................................................................... S-8
DTC Participants......................................................... S-23
ECS...................................................................... S-10
Enhancement Act.......................................................... S-21
Equity Take Out.......................................................... S-56
ERISA.................................................................... S-20
ERISA Plan............................................................... S-76
Excess Bankruptcy Losses................................................. S-45
Excess Fraud Losses...................................................... S-45
Excess Special Hazard Loss............................................... S-44
Exemption................................................................ S-77
Fixed Non-relocation Program Loans....................................... S-57
Fixed Program Loans...................................................... S-57
Fixed Retained Yield..................................................... S-73
Fraud Loss............................................................... S-32
Fraud Loss Amount........................................................ S-45
GEMICO................................................................... S-10
Holder................................................................... S-3
Indirect DTC Participants................................................ S-23
Liquidated Loan.......................................................... S-32
Liquidated Loan Loss..................................................... S-32
Master Servicer.......................................................... S-2
Master Servicer Custodial Account........................................ S-72
Master Servicing Fee..................................................... S-71
Master Servicing Fee Rate................................................ S-71
Mortgage Loans........................................................... S-2
Mortgaged Properties..................................................... S-47
Mortgages................................................................ S-47
Net Foreclosure Profits.................................................. S-39
Net Mortgage Interest Rate............................................... S-29
Net Partial Liquidation Proceeds......................................... S-32
Non-Supported Interest Shortfall......................................... S-29
</TABLE>
S-81
<PAGE>
<TABLE>
<CAPTION>
TERM PAGE
- -------------------------------------------------------------------------
Offered Certificates..................................................... Cover
<S> <C>
Original Class M Fractional Interest..................................... S-37
Original Class B-1 Fractional Interest................................... S-37
Original Class B-2 Fractional Interest................................... S-37
Original Class B-3 Fractional Interest................................... S-37
Original Class B-4 Fractional Interest................................... S-38
Original Subordinated Principal Balance.................................. S-33
Other Servicers.......................................................... S-72
Partial Liquidation Proceeds............................................. S-32
Participant.............................................................. S-5
Pass-Through Rate........................................................ S-12
Percentage Interest...................................................... S-27
Periodic Advances........................................................ S-39
PHMC..................................................................... S-2
PHMC Loan Seller......................................................... S-2
PHMC Underwritten Loans.................................................. S-10
Plan..................................................................... S-20
PTE 95-60................................................................ S-76
Pool Balance (Classes A/M/B Portion)..................................... S-33
Pool Balance (Class AP Portion).......................................... S-35
Pool Certification Underwritten Loans.................................... S-10
Pool Distribution Amount................................................. S-25
Pool Distribution Amount Allocation...................................... S-26
Pooling and Servicing Agreement.......................................... S-70
Prepayment Interest Shortfalls........................................... S-29
Program Loans............................................................ S-57
Prudential Insurance..................................................... S-22
PTE 83-1................................................................. S-77
Realized Losses.......................................................... S-33
Record Date.............................................................. S-25
Regular Certificates..................................................... S-74
Relocation Mortgage Loans................................................ S-57
REMIC.................................................................... S-3
Remittance Date.......................................................... S-26
REO Property............................................................. S-71
Residual Certificate..................................................... S-74
Rules.................................................................... S-23
SASCOR................................................................... S-2
Scheduled Principal Balance.............................................. S-32
Securities Act........................................................... S-77
Seller................................................................... S-2
Senior Certificates...................................................... Cover
Senior Optimal Amount.................................................... S-30
Series 199 - Certificates................................................ Cover
Servicer................................................................. S-2
Servicers................................................................ S-72
Servicing Fee Rate....................................................... S-73
Similar Law.............................................................. S-20
SPA...................................................................... S-65
Special Hazards.......................................................... S-16
Special Hazard Loss...................................................... S-32
Special Hazard Loss Amount............................................... S-45
</TABLE>
S-82
<PAGE>
<TABLE>
<CAPTION>
TERM PAGE
- -------------------------------------------------------------------------
Subclass................................................................. Cover
<S> <C>
Subordinated Certificates................................................ Cover
Subordinated Percentage.................................................. S-34
Subordinated Prepayment Percentage....................................... S-34
Subsidy Account.......................................................... S-48
Subsidy Loans............................................................ S-47
Trust Estate............................................................. S-2
Trustee.................................................................. S-6
U.S. Person.............................................................. S-42
UGRIC.................................................................... S-10
Underwriter.............................................................. Cover
Underwriting Agreement................................................... S-78
</TABLE>
S-83
<PAGE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IN CONNECTION WITH THE
OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE SELLER OR BY 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.
---------------
INDEX
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Table of Contents......................................................... S-4
Summary Information....................................................... S-5
Risk Factors and Special Considerations................................... S-22
Description of the Certificates........................................... S-23
Description of Mortgage Loans............................................. S-47
PHMC Delinquency and Foreclosure Experience............................... S-57
Prepayment and Yield Considerations....................................... S-62
Pooling and Servicing Agreement........................................... S-70
Servicing of the Mortgage Loans........................................... S-72
Certain Recent Legal Developments Affecting Mortgage Loans................ S-74
Federal Income Tax Considerations......................................... S-74
ERISA Considerations...................................................... S-76
Legal Investment.......................................................... S-77
Secondary Market.......................................................... S-77
Underwriting.............................................................. S-78
Legal Matters............................................................. S-78
Use of Proceeds........................................................... S-78
Ratings................................................................... S-78
Index of Significant Prospectus Supplement Definitions.................... S-80
</TABLE>
PROSPECTUS
<TABLE>
<S> <C>
Reports................................................................... 2
Additional Information.................................................... 2
Additional Detailed Information........................................... 2
Incorporation of Certain Information by
Reference................................................................ 2
Table of Contents......................................................... 3
Summary of Prospectus..................................................... 7
Risk Factors and Special Considerations................................... 12
The Trust Estates......................................................... 14
Description of the Certificates........................................... 23
Credit Support............................................................ 35
Prepayment and Yield Considerations....................................... 39
The Seller................................................................ 41
SASCOR.................................................................... 42
PHMC...................................................................... 42
Use of Proceeds........................................................... 49
Servicing of the Mortgage Loans........................................... 49
The Pooling and Servicing Agreement....................................... 61
Certain Legal Aspects of the Mortgage Loans............................... 64
Certain Federal Income Tax Consequences................................... 70
ERISA Considerations...................................................... 93
Legal Investment.......................................................... 97
Plan of Distribution...................................................... 98
Legal Matters............................................................. 99
Rating.................................................................... 99
Index of Significant Definitions.......................................... 100
</TABLE>
$
(APPROXIMATE)
THE PRUDENTIAL HOME
MORTGAGE SECURITIES
COMPANY, INC.
SELLER
MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 199 -
--------------
PROSPECTUS SUPPLEMENT
--------------
[UNDERWRITER]
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS, SUBJECT TO COMPLETION, DATED JANUARY 26, 1996
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC. [LOGO]
SELLER
MORTGAGE PASS-THROUGH CERTIFICATES
(ISSUABLE IN SERIES)
---------------------
The Prudential Home Mortgage Securities Company, Inc. (the "Seller" or
"PHMSC") may sell from time to time under this Prospectus and related 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.
The Certificates of a Series will represent beneficial ownership interests
in a separate trust formed by the Seller. Unless otherwise specified in the
applicable Prospectus Supplement, the property of each such trust (for each
Series, the "Trust Estate") will be comprised primarily of fixed or adjustable
interest rate, conventional, monthly pay, fully-amortizing first mortgage loans
(the "Mortgage Loans"), secured by one- to four-family residential properties.
Unless otherwise specified in the applicable prospectus supplement, the Mortgage
Loans will have been acquired by the Seller from its affiliate, The Prudential
Home Mortgage Company, Inc. ("PHMC"), and will have been underwritten either to
PHMC's underwriting standards, to the extent specified in the applicable
prospectus supplement, to the underwriting standards of a Pool Insurer (as
defined herein) or to such other standards as are described in the applicable
Prospectus Supplement. Unless otherwise specified in the applicable prospectus
supplement, all of the Mortgage Loans will be serviced either solely by PHMC
(which in such capacity is referred to herein as the "Sole Servicer") or by PHMC
together with one or more other servicers (each, a "Servicer") specified in the
Prospectus Supplement who will be supervised by an affiliate of PHMSC,
Securitized Asset Services Corporation ("SASCOR," and in such capacity, the
"Master Servicer").
The Certificates of a Series will consist of (i) one or more Classes of
Certificates representing fractional undivided interests in all the principal
payments and the interest payments, to the extent of the related Net Mortgage
Interest Rate (as defined herein), on the related Mortgage Loans ("Standard
Certificates"), (ii) one or more Classes of Certificates representing fractional
undivided interests in all or specified portions of the principal payments
and/or interest payments, to the extent of the related Net Mortgage Interest
Rate, on the related Mortgage Loans ("Stripped Certificates"), or (iii) two or
more Classes of Certificates ("Multi-Class Certificates"), each of which will be
assigned a principal balance (a "Stated Amount"), and each of which may bear
interest on the Stated Amount at a fixed rate (which may be zero) specified in,
or a variable rate determined as specified in, the applicable Prospectus
Supplement (the "Interest Rate"). Any Class of Certificates may be divided into
two or more subclasses (each, a "Subclass").
Each Series of Certificates may include one or more Classes of Certificates
(the "Subordinated Certificates") that are subordinate in right of distributions
to such rights of 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. Any Class of Senior
Certificates or Subordinated Certificates may, as described above, be divided
into two or more Subclasses. If specified in the Prospectus Supplement, credit
support may also be provided for any Series of Certificates in the form of a
guarantee, letter of credit, mortgage pool insurance policy or other form of
credit enhancement as described herein or therein.
Except for the Seller's limited obligation in connection with certain
breaches of its representations and warranties and certain other undertakings
and PHMC's obligations as Sole Servicer or SASCOR's obligations as Master
Servicer, neither the Seller, the Sole Servicer or Master Servicer, nor any
affiliate of the Seller or the Sole Servicer or Master Servicer, will have any
obligations with respect to the Certificates.
An election will be made to treat each Trust Estate (or a segregated pool of
assets therein) underlying a Series of Multi-Class Certificates or a Series of
Certificates in which the relative interests in the Trust Estate of the Classes
of Senior Certificates and Subordinated Certificates are subject to adjustment
as a "real estate mortgage investment conduit" (a "REMIC") for federal income
tax purposes. Such an election may also be made with respect to any other Trust
Estate. 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 by the Seller through dealers
or agents, 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. The terms of a
particular offering will be set forth in the Prospectus Supplement relating to
such offering.
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 , 199
<PAGE>
REPORTS
The Sole Servicer or Master Servicer, or the Paying Agent appointed by the
Sole Servicer or Master Servicer, will furnish the Certificateholders of each
Series, in connection with each distribution and annually, 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 "Servicing of
the Mortgage Loans--Reports to Certificateholders." The Sole Servicer or Master
Servicer will also furnish periodic statements setting forth certain specified
information to the Trustee identified in the Prospectus Supplement. See
"Servicing of the Mortgage Loans--Reports to the Trustee." In addition, the Sole
Servicer will furnish annually to the Trustee for each Series, or each Servicer
with respect to any Series having more than one Servicer 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 the
mortgage loans serviced by the Sole Servicer or Servicer, as the case may be,
under the related Pooling and Servicing Agreement and other similar servicing
agreements. See "Servicing of the Mortgage Loans--Evidence as to Compliance."
Copies of the monthly and annual statements provided by the Sole Servicer or
Master Servicer to the Trustee will be furnished to Certificateholders of each
Series upon request addressed to the Sole Servicer c/o The Prudential Home
Mortgage Company, Inc., 5325 Spectrum Drive, Frederick, Maryland 21701,
Attention: Legal Department or the Master Servicer, 7485 New Horizon Way,
Frederick, Maryland, 21701, as applicable.
ADDITIONAL INFORMATION
This Prospectus contains, and the Prospectus Supplement for each Series of
Certificates will contain, a summary of the material terms of the documents
referred to herein and therein, but neither contains nor will contain all of the
information set forth in the Registration Statement of which this Prospectus is
a part. For further information, reference is made to such Registration
Statement and the exhibits thereto which the Seller has filed with the
Securities and Exchange Commission (the "Commission"), Washington, D.C., under
the Securities Act of 1933, as amended (the "Securities Act"). Statements
contained in this Prospectus and any Prospectus Supplement as to the contents of
any contract or other document referred to are summaries and, in each instance,
reference is made to the copy of the contract or other document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. Copies of the Registration Statement may be
obtained from the Public Reference Section of the Commission, Washington, D.C.
20549 upon payment of the prescribed charges, or may be examined free of charge
at the Commission's offices, 450 Fifth Street N.W., Washington, D.C. 20549 or at
the regional offices of the Commission located at Room 1400, 75 Park Place, New
York, New York 10007 and 14th Floor, 500 West Madison Street, Chicago, Illinois
60661. 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 The Prudential Home Mortgage Securities Company, Inc., 5325 Spectrum
Drive, Frederick, Maryland 21701, telephone number 301-846-8199.
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. Among the initial subscribers of the
Detailed Information will be 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-Registered Trademark-" service, may, in accordance with their
individual business practices and fee schedules, if any, make portions of, or
summaries of portions of, the Detailed Information available to their customers
and subscribers. The Seller, the Sole Servicer, the Master Servicer and any
affiliates thereof 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 The
Prudential Home Mortgage Securities Company, Inc., 5325 Spectrum Drive,
Frederick, Maryland 21701, telephone number (301) 846-8199.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are incorporated herein by reference all documents and reports filed
or caused to be filed by PHMSC 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. PHMSC 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 PHMSC'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 PHMSC
should be directed to: The Prudential Home Mortgage Securities Company, Inc.,
5325 Spectrum Drive, Frederick, Maryland 21701, telephone number (301) 846-8199.
2
<PAGE>
TABLE OF CONTENTS
PROSPECTUS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Reports.................................................................... 2
Additional Information..................................................... 2
Additional Detailed Information............................................ 2
Incorporation of Certain Information by Reference.......................... 2
Summary of Prospectus...................................................... 7
Title of Securities...................................................... 7
Seller................................................................... 7
Sole Servicer and Servicers.............................................. 7
Master Servicer.......................................................... 7
The Trust Estates........................................................ 7
Description of the Certificates.......................................... 8
A. Standard Certificates............................................. 8
B. Stripped Certificates............................................. 8
C. Shifting Interest Certificates.................................... 8
D. Multi-Class Certificates.......................................... 8
Cut-Off Date............................................................. 8
Distribution Dates....................................................... 8
Record Dates............................................................. 8
Interest................................................................. 8
Principal (Including Prepayments)........................................ 9
Distributions in Reduction of Stated Amount.............................. 9
Credit Enhancement....................................................... 9
Periodic Advances........................................................ 10
Optional Purchase of Mortgage Loans...................................... 10
ERISA Limitations........................................................ 11
Tax Status............................................................... 11
Rating................................................................... 11
Risk Factors and Special Considerations.................................... 12
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
The Trust Estates.......................................................... 14
General.................................................................. 14
Mortgage Loans........................................................... 14
INSURANCE POLICIES................................................... 17
ACQUISITION OF THE MORTGAGE LOANS FROM PHMC.......................... 18
ASSIGNMENT OF MORTGAGE LOANS TO THE TRUSTEE.......................... 18
REPRESENTATIONS AND WARRANTIES....................................... 19
OPTIONAL PURCHASES................................................... 22
Description of the Certificates............................................ 23
General.................................................................. 23
Percentage Certificates.................................................. 24
Multi-Class Certificates................................................. 25
Distributions to Percentage Certificateholders........................... 25
CERTIFICATES OTHER THAN SHIFTING INTEREST CERTIFICATES............... 25
CALCULATION OF DISTRIBUTABLE AMOUNTS................................. 25
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PAGE
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DETERMINATION OF AMOUNTS TO BE DISTRIBUTED........................... 27
<S> <C>
SHIFTING INTEREST CERTIFICATES....................................... 29
Example of Distribution to Percentage Certificateholders................. 31
Distributions to Multi-Class Certificateholders.......................... 32
VALUATION OF MORTGAGE LOANS.......................................... 33
SPECIAL DISTRIBUTIONS................................................ 34
LAST SCHEDULED DISTRIBUTION DATE..................................... 34
Credit Support........................................................... 35
Subordination........................................................ 35
CERTIFICATES OTHER THAN SHIFTING INTEREST CERTIFICATES............. 35
SHIFTING INTEREST CERTIFICATES..................................... 37
Other Credit Enhancement............................................. 38
LIMITED GUARANTEE.................................................. 38
LETTER OF CREDIT................................................... 38
POOL INSURANCE POLICIES............................................ 38
SPECIAL HAZARD INSURANCE POLICIES.................................. 38
MORTGAGOR BANKRUPTCY BOND.......................................... 38
Prepayment and Yield Considerations...................................... 39
Pass-Through Rates and Interest Rates................................ 39
Scheduled Delays in Distributions.................................... 39
Effect of Principal Prepayments...................................... 39
Weighted Average Life of Certificates................................ 40
The Seller................................................................. 41
SASCOR..................................................................... 42
PHMC....................................................................... 42
General.................................................................. 42
Mortgage Loan Production Sources......................................... 43
Mortgage Loan Underwriting............................................... 44
Mortgage Origination Processing.......................................... 49
Servicing................................................................ 49
Use of Proceeds............................................................ 49
Servicing of the Mortgage Loans............................................ 49
The Master Servicer...................................................... 49
The Sole Servicer........................................................ 50
The Servicers............................................................ 50
Payments on Mortgage Loans............................................... 51
Periodic Advances and Limitations Thereon................................ 54
Adjustment to Servicing Fee in Connection with Prepaid Mortgage Loans.... 55
Reports to Certificateholders............................................ 55
Reports to the Trustee................................................... 57
Collection and Other Servicing Procedures................................ 57
Enforcement of Due-on-Sale Clauses; Realization Upon Defaulted Mortgage
Loans.................................................................. 57
Fixed Retained Yield, Servicing Compensation and Payment of Expenses..... 59
Evidence as to Compliance................................................ 60
Certain Matters Regarding the Sole Servicer or Master Servicer........... 60
The Pooling and Servicing Agreement........................................ 61
Events of Default........................................................ 61
Rights Upon Event of Default............................................. 62
Amendment................................................................ 62
Termination; Purchase of Mortgage Loans.................................. 63
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
PAGE
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The Trustee.............................................................. 64
<S> <C>
Certain Legal Aspects of the Mortgage Loans................................ 64
General.................................................................. 64
Foreclosure.............................................................. 64
Foreclosure on Shares of Cooperatives.................................... 65
Rights of Redemption..................................................... 66
Anti-Deficiency Legislation and Other Limitations on Lenders............. 66
Soldiers' and Sailors' Civil Relief Act and Similar Laws................. 67
Environmental Considerations............................................. 68
"Due-on-Sale" Clauses.................................................... 69
Applicability of Usury Laws.............................................. 70
Enforceability of Certain Provisions..................................... 70
Certain Federal Income Tax Consequences.................................... 70
Federal Income Tax Consequences for REMIC Certificates................... 71
General.................................................................. 71
Status of REMIC Certificates............................................. 71
Qualification as a REMIC................................................. 71
Taxation of Regular Certificates......................................... 73
GENERAL.............................................................. 73
ORIGINAL ISSUE DISCOUNT.............................................. 73
ACQUISITION PREMIUM.................................................. 75
VARIABLE RATE REGULAR CERTIFICATES................................... 75
MARKET DISCOUNT...................................................... 76
PREMIUM.............................................................. 77
ELECTION TO TREAT ALL INTEREST UNDER THE CONSTANT YIELD METHOD....... 77
TREATMENT OF LOSSES.................................................. 78
SALE OR EXCHANGE OF REGULAR CERTIFICATES............................. 78
Taxation of Residual Certificates........................................ 79
TAXATION OF REMIC INCOME............................................. 79
BASIS AND LOSSES..................................................... 80
TREATMENT OF CERTAIN ITEMS OF REMIC INCOME AND EXPENSE............... 80
ORIGINAL ISSUE DISCOUNT AND PREMIUM................................ 81
MARKET DISCOUNT.................................................... 81
PREMIUM............................................................ 81
LIMITATIONS ON OFFSET OR EXEMPTION OF REMIC INCOME................... 81
TAX-RELATED RESTRICTIONS ON TRANSFER OF RESIDUAL CERTIFICATES........ 82
DISQUALIFIED ORGANIZATIONS......................................... 82
NONECONOMIC RESIDUAL INTERESTS..................................... 83
FOREIGN INVESTORS.................................................. 83
SALE OR EXCHANGE OF A RESIDUAL CERTIFICATE........................... 84
MARK TO MARKET REGULATIONS........................................... 84
Taxes That May Be Imposed on the REMIC Pool.............................. 84
PROHIBITED TRANSACTIONS.............................................. 84
CONTRIBUTIONS TO THE REMIC POOL AFTER THE STARTUP DAY................ 85
NET INCOME FROM FORECLOSURE PROPERTY................................. 85
Liquidation of the REMIC Pool............................................ 85
Administrative Matters................................................... 85
Limitations on Deduction of Certain Expenses............................. 85
Taxation of Certain Foreign Investors.................................... 86
REGULAR CERTIFICATES................................................. 86
RESIDUAL CERTIFICATES................................................ 86
</TABLE>
5
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<TABLE>
<CAPTION>
PAGE
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Backup Withholding....................................................... 87
<S> <C>
Reporting Requirements................................................... 87
Federal Income Tax Consequences for Certificates as to Which No REMIC
Election Is Made.......................................................... 87
Standard Certificates.................................................... 87
GENERAL.............................................................. 87
TAX STATUS........................................................... 88
PREMIUM AND DISCOUNT................................................. 89
PREMIUM............................................................ 89
ORIGINAL ISSUE DISCOUNT............................................ 89
MARKET DISCOUNT.................................................... 89
RECHARACTERIZATION OF SERVICING FEES................................. 89
SALE OR EXCHANGE OF STANDARD CERTIFICATES............................ 90
Stripped Certificates.................................................... 90
GENERAL.............................................................. 90
STATUS OF STRIPPED CERTIFICATES...................................... 91
TAXATION OF STRIPPED CERTIFICATES.................................... 92
ORIGINAL ISSUE DISCOUNT............................................ 92
SALE OR EXCHANGE OF STRIPPED CERTIFICATES.......................... 92
PURCHASE OF MORE THAN ONE CLASS OF STRIPPED CERTIFICATES........... 92
POSSIBLE ALTERNATIVE CHARACTERIZATIONS............................. 92
Reporting Requirements and Backup Withholding............................ 93
Taxation of Certain Foreign Investors.................................... 93
ERISA Considerations....................................................... 93
General.................................................................. 93
Certain Requirements Under ERISA......................................... 94
GENERAL.............................................................. 94
PARTIES IN INTEREST/DISQUALIFIED PERSONS............................. 94
DELEGATION OF FIDUCIARY DUTY......................................... 94
Administrative Exemptions................................................ 95
INDIVIDUAL ADMINISTRATIVE EXEMPTIONS................................. 95
PTE 83-1............................................................. 96
Exempt Plans............................................................. 96
Unrelated Business Taxable Income--Residual Certificates................. 97
Legal Investment........................................................... 97
Plan of Distribution....................................................... 98
Legal Matters.............................................................. 99
Rating..................................................................... 99
Index of Significant Definitions........................................... 100
</TABLE>
6
<PAGE>
SUMMARY OF PROSPECTUS
THE FOLLOWING IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS, AND BY REFERENCE TO THE
INFORMATION WITH RESPECT TO EACH SERIES OF CERTIFICATES CONTAINED IN THE
APPLICABLE PROSPECTUS SUPPLEMENT. CERTAIN CAPITALIZED TERMS USED AND NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN ELSEWHERE IN THIS
PROSPECTUS.
<TABLE>
<S> <C>
Title of Securities.... Mortgage Pass-Through Certificates (Issuable in
Series).
Seller................. The Prudential Home Mortgage Securities Company, Inc.
(the "Seller"), a direct, wholly-owned subsidiary of
The Prudential Home Mortgage Company, Inc. ("PHMC"),
which is a direct, wholly-owned subsidiary of
Residential Services Corporation of America ("RSCA").
See "The Seller." The Seller and PHMC are each
indirect, wholly-owned subsidiaries of The Prudential
Insurance Company of America ("Prudential Insurance").
Sole Servicer and
Servicers............ Where PHMC and one or more other entities will service
the Mortgage Loans comprising a Trust Estate, such
entities (each, a "Servicer") specified in the
Prospectus Supplement will perform certain servicing
functions with respect to the Mortgage Loans comprising
each such Trust Estate pursuant to a related Servicing
Agreement (each, an "Underlying Servicing Agreement").
Where PHMC is the sole servicer (in such capacity, the
"Sole Servicer"), PHMC will service the Mortgage Loans
comprising each such Trust Estate and administer each
such Trust Estate pursuant to a Pooling and Servicing
Agreement (each, a "Pooling and Servicing Agreement").
See "Servicing of the Mortgage Loans."
Master Servicer........ Securitized Asset Services Corporation ("SASCOR" and,
in such capacity, the "Master Servicer"). SASCOR is a
direct, wholly owned subsidiary of PHMC and an
affiliate of the Seller. With respect to each Trust
Estate involving more than one Servicer, the Master
Servicer pursuant to a Pooling and Servicing Agreement
will administer each such Trust Estate and supervise
the Servicers, where applicable. See "Servicing of the
Mortgage Loans."
The Trust Estates...... 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.
Unless otherwise specified in the applicable Prospectus
Supplement, the Mortgage Loans will be conventional,
fixed interest rate, monthly pay, fully-amortizing,
level payment, one- to four-family residential first
mortgage loans. If so specified in the applicable
Prospectus Supplement, a Trust Estate may include fully
amortizing, adjustable rate Mortgage Loans, Mortgage
Loans secured by condominium units, townhouses, units
located within planned unit developments, long-term
leases with respect to any of the foregoing, shares
issued by cooperative housing corporations, and/or
Mortgage Loans which are subject to interest
differential subsidy agreements or buydown schedules or
which provide for balloon payments of principal.
The Mortgage Loans will have been acquired by the
Seller from its affiliate PHMC. The Mortgage Loans will
have been originated by PHMC or will have been acquired
by PHMC from other mortgage loan originators. All of
the Mortgage Loans will have been underwritten either
to PHMC'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
"PHMC--Mortgage Loan Underwriting."
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
The particular characteristics or expected
characteristics of each Trust Estate will be set forth
in the applicable Prospectus Supplement.
Description of the
Certificates......... Each Series will consist of one or more Classes of
Certificates which may be (i) Standard Certificates,
(ii) Stripped Certificates, or (iii) Multi-Class
Certificates. Unless otherwise specified in the
applicable Prospectus Supplement, the Certificates will
be offered only in fully-registered form.
A. Standard
Certificates......... Standard Certificates of a Series will each evidence a
fractional undivided beneficial interest in the related
Trust Estate and will entitle the holder thereof to its
proportionate share of a percentage of the principal
and interest payments (to the extent of the applicable
Net Mortgage Interest Rate) on the related Mortgage
Loans.
B. Stripped
Certificates......... Stripped Certificates will each evidence a fractional
undivided beneficial interest in the related Trust
Estate and will entitle the holder thereof to its
proportionate share of a specified portion (which may
be zero) of principal payments and/or a specified
portion (which may be zero) of interest payments (to
the extent of the applicable Net Mortgage Interest
Rate) on the related Mortgage Loans.
C. Shifting Interest
Certificates......... Shifting Interest Certificates of a Series are Standard
or Stripped Certificates, credit enhancement for which
is supplied by the adjustment from time to time of the
relative interests in the Trust Estate of the Senior
Certificates and the Subordinated Certificates of such
Series. See "Description of the Certifi-
cates--Distributions to Percentage
Certificateholders--Shifting Interest Certificates" and
"Credit Support--Subordination--Shifting Interest
Certificates."
D. Multi-Class
Certificates......... Each Series of Multi-Class Certificates will consist of
Certificates, each of which evidences a beneficial
interest in the related Trust Estate and entitles the
holder thereof to interest payments on the outstanding
Stated Amount thereof at a fixed rate (which may be
zero) specified in, or a variable rate determined as
specified in, the applicable Prospectus Supplement, and
distributions in reduction of such Stated Amount
determined in the manner and applied in the priority
set forth in the applicable Prospectus Supplement. The
aggregate Stated Amount of a Series of Multi-Class
Certificates may be less than the aggregate principal
balance of the related Mortgage Loans.
Cut-Off Date........... The date specified in the applicable Prospectus
Supplement.
Distribution Dates..... Distributions on Standard Certificates and Stripped
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"). Distributions on Multi-Class Certificates will
be made monthly, quarterly, or semi-annually, on the
dates specified in the applicable 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").
Interest............... With respect to a Series of Certificates consisting of
Standard Certificates or Stripped Certificates,
interest on the related Mortgage Loans at the applica-
ble pass-through rate for each Class and Subclass (the
"Pass-Through Rate"), as set forth in the applicable
Prospectus Supplement, will be passed
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through monthly to holders thereof, in accordance with
the particular terms of each such Certificate. Holders
of Multi-Class Certificates will receive distributions
of interest on the Stated Amount of such Certificate,
without regard to the Net Mortgage Interest Rate on the
underlying Mortgage Loans. The Net Mortgage Interest
Rate for each Mortgage Loan in a given period will
equal the mortgage interest rate for such Mortgage Loan
in such period, as specified in the related mortgage
note (the "Mortgage Interest Rate"), less the retained
yield, if any (the "Fixed Retained Yield"), and less
amounts reserved for servicing the Mortgage Loan and
administration of the related Trust Estate and related
expenses (the "Servicing Fee" and "Master Servicing
Fee," as applicable).
Principal (Including
Prepayments)......... With respect to a Series of Standard Certificates or
Stripped Certificates, unless otherwise specified in
the applicable Prospectus Supplement, principal
payments (including prepayments in full and partial
prepayments received by a Servicer (other than PHMC)
during the month preceding the month of such
Distribution Date, or by PHMC prior to the
Determination Date preceding such Distribution Date)
will be passed through to holders on such Distribution
Date.
Distributions in
Reduction of Stated
Amount............... With respect to a Series of Multi-Class Certificates,
distributions in reduction of Stated Amount will be
made on each Distribution Date to the holders of each
Class then entitled to receive such distributions until
the aggregate amount of such distributions have reduced
the Stated Amount of each such Class of Certificates to
zero. Distributions in reduction of Stated Amount will
be allocated among the Classes of such Certificates in
the manner specified in the applicable Prospectus
Supplement. See "Description of the Certifi-
cates--Distributions to Multi-Class
Certificateholders."
Credit Enhancement..... A Series of Certificates may include one or more
Classes of Senior Certificates and one or more Classes
of Subordinated Certificates. The rights of the holders
of Subordinated Certificates of a Series to receive
distributions with respect to the related Mortgage
Loans will be subordinated to such rights of the
holders of the Senior Certificates of the same Series
to the extent (the "Subordinated Amount") 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 the preferential right
of the Senior Certificateholders to receive current
distributions on the related Mortgage Loans and (if so
specified in the applicable Prospectus Supplement) by
the establishment of a reserve fund (the "Subor-
dination Reserve Fund") with respect to each Series of
Certificates that includes a Class of Subordinated
Certificates. Any Subordination Reserve Fund may be
funded initially with the Initial Deposit (as defined
herein) in an amount specified in the applicable
Prospectus Supplement, and may be funded from time to
time from payments on the Mortgage Loans otherwise
distributable to the Subordinated Certificateholders in
the manner and to the extent specified in the
applicable Prospectus Supplement. The maintenance of
any Subordination Reserve Fund is intended to provide
liquidity, but in certain circumstances the
Subordination Reserve Fund could be depleted and, if
other amounts available for distribution are
insufficient, shortfalls in distributions to the Senior
Certificateholders could result. Until the Subordi-
nated Amount is reduced to zero, Senior
Certificateholders will be entitled to
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receive the amount of any such shortfall, together with
interest at the applicable Pass-Through Rate, on the
next Distribution Date (as defined herein). The
Subordinated Amount is intended to protect Senior
Certificateholders against losses; however, if losses
realized on the Mortgage Loans in a Trust Estate are
exceptionally high Senior Certificateholders will bear
their proportionate share of any losses realized on the
related Mortgage Loans in excess of the applicable
Subordinated Amount.
If so specified in the applicable Prospectus
Supplement, the protection afforded to holders of
Senior Certificates of a Series by the subordination of
certain rights of holders of Subordinated Certificates
of such Series to distributions on the related Mortgage
Loans may be effected by a method other than that
described above, such as, in the event that the
applicable Trust Estate (or a segregated pool of assets
therein) elects to be treated as a REMIC, the
reallocation from time to time, on the basis of
distributions previously received, of the respective
percentage interests of the Senior Certificates and the
Subordinated Certificates in the related Trust Estate.
See "Description of the Certificates--Distributions to
Percentage Certificateholders--Shifting Interest
Certificates."
The Certificates of any Series, or any one or more
Classes thereof, may be entitled to the benefits of a
guarantee, letter of credit, mortgage pool insurance
policy or other form of credit enhancement as specified
in the applicable Prospectus Supplement. See
"Description of the Certificates" and "Credit Support."
Periodic Advances...... In the event of delinquencies in payments on any
Mortgage Loan, the Servicer servicing such Mortgage
Loan will make advances of cash ("Periodic Advances")
to the Custodial Account (as defined herein) or, if the
Sole Servicer, to the Certificate Account (as defined
herein) to the extent that such Servicer or the Sole
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 or the Sole Servicer as
described herein and in the applicable Prospectus
Supplement. In cases involving more than one Servicer
and to the extent described in the Prospectus
Supplement, the Master Servicer or the Trustee may, in
certain circumstances, be required to make Periodic
Advances upon a Servicer default. See "Servicing of the
Mortgage Loans--Periodic Advances and Limitations
Thereon."
Optional Purchase of
Mortgage
Loans................ The Seller, the Sole Servicer, or with respect to
Series having a Master Servicer, the Master Servicer,
may subject to the terms of the applicable Pooling and
Servicing Agreement purchase any defaulted Mortgage
Loan from the related Trust Estate. See "The Trust
Estates--Mortgage Loans-- Optional Repurchases." 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 person or persons specified in such
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 a segregated pool 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
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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 (i) 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 and (ii) by whether, if a REMIC
election is not made, the Certificates of such Series
are Standard Certificates or Stripped Certificates. See
"Certain Federal Income Tax Consequences."
Rating................. It is a condition to the issuance of the Stripped
Certificates and the Multi-Class Certificates of any
Series that they be rated in one of the four highest
rating categories by at least one nationally recognized
statistical rating organization (a "Rating Agency").
Standard Certificates may or may not be rated by a
Rating Agency.
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RISK FACTORS AND SPECIAL CONSIDERATIONS
Investors should consider, among other things, the following factors in
connection with the purchase of Offered 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. 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 PHMSC, PHMC, SASCOR, the Trustee or any of their
affiliates, except for PHMSC's limited obligations with respect to certain
breaches of its representations and warranties and PHMC's obligations as Sole
Servicer or SASCOR'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, PHMSC, PHMC, SASCOR, 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 PHMSC, PHMC,
SASCOR, 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 letter of
credit; a pool insurance policy; a special hazard insurance policy; a mortgagor
bankruptcy bond; a reserve fund; and any combination thereof. See "Credit
Support" 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, if each applicable rating agency indicates that the then
current rating thereof will not be adversely affected. See "Credit Support."
RISKS OF THE MORTGAGE LOANS
An investment in securities such as the Certificates which generally
represent interests in mortgage loans may be affected by, among other things, a
decline in real estate values and changes in the mortgagor's financial
condition. No assurance can be given that the values of the Mortgaged Properties
(as defined herein) securing the Mortgage Loans underlying any Series of
Certificates have remained or will remain at their levels on the dates of
origination of the related Mortgage Loans. If the residential real estate market
should experience an overall decline in property values such that the
outstanding balances of the Mortgage Loans comprising 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 PHMC's or
other Servicers' 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 "PHMC--Mortgage Loan
Underwriting" and "Description of the Certificates-- 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
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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. In addition to the foregoing,
certain geographic regions of the United States from time to time will
experience weaker regional economic conditions and housing markets and,
consequently, will experience higher rates of loss and delinquency on mortgage
loans generally. The Mortgage Loans underlying certain Series of Certificates
may be concentrated in these regions, and such concentration may present risk
considerations in addition to those generally present for similar
mortgage-backed securities without such concentration. See "The Trust
Estates--Mortgage Loans" and "PHMC--Mortgage Loan Underwriting."
YIELD AND PREPAYMENT CONSIDERATIONS
The yield of the Certificates of each Series will depend on the rate of
principal payment (including prepayments, liquidations due to defaults and
repurchases) on the Mortgage Loans and the price paid by Certificateholders.
Such yield may be adversely affected by a higher or lower than anticipated rate
of prepayments on the related Mortgage Loans. In addition, unless otherwise
specified in the related Prospectus Supplement, the yield to investors may be
adversely affected by shortfalls which may result from the timing of the receipt
of partial prepayments or liquidations as well as shortfalls not covered by
aggregate Servicing Fees related to a particular Distribution Date and which
shortfalls result from the timing of the receipt of full prepayments. The yield
on Certificates entitling the holders thereof primarily or exclusively to
payments of interest on the Mortgage Loans will be extremely sensitive to the
rate of prepayments on the related Mortgage Loans. In addition, the yield on
certain other types of Classes of Certificates may be relatively more sensitive
to the rate of prepayment of the related Mortgage Loans than other Classes of
Certificates. Prepayments are influenced by a number of factors, including
prevailing mortgage market interest rates, local and national economic
conditions and homeowner mobility. See "Prepayment and Yield Considerations."
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THE TRUST ESTATES
GENERAL
The Trust Estate for each Series of Certificates will consist 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 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 Subordination Reserve Fund and/or any other reserve fund, (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. Unless otherwise
specified in the applicable Prospectus Supplement, the Trust Estate will not
include, however, 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
PHMC. The Mortgage Loans will have been originated by PHMC for it own account or
will have been acquired by PHMC from other mortgage loan originators. Each
Mortgage Loan will have been underwritten either to PHMC'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 "PHMC--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 PHMC
for its own account and (ii) purchased by PHMC from other mortgage loan
originators through PHMC'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 PHMC's discretion. The Mortgage Loans may be
secured by leases on real property under circumstances that PHMC determines in
its discretion are commonly acceptable to institutional mortgage investors.
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 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 and Net 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 highest outstanding principal balance
at origination of any such Mortgage Loan.
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.
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Unless otherwise specified in the applicable Prospectus Supplement, all of
the Mortgage Loans in a Trust Estate will have monthly payments due on the first
of each month (each, a "Due Date") and will be fully-amortizing Mortgage Loans,
each with a fixed rate of interest and level monthly payments over the term of
the Mortgage Loan. If so specified in the applicable Prospectus Supplement, a
Trust Estate may include fully amortizing, adjustable rate Mortgage Loans with
Mortgage Interest Rates adjusted periodically, in the manner specified in the
related Prospectus Supplement. Unless otherwise specified in the applicable
Prospectus Supplement, no adjustable interest rate Mortgage Loan will be subject
to a possibility of negative amortization. If specified in the applicable
Prospectus Supplement, fixed rates on certain Mortgage Loans may be converted to
adjustable rates and adjustable rates on certain Mortgage Loans may be converted
to fixed rates, in each case after origination of such Mortgage Loans and upon
the satisfaction of other conditions specified in the applicable Prospectus
Supplement. Unless otherwise specified in the applicable Prospectus Supplement,
in either such event, the Pooling and Servicing Agreement will require the Sole
Servicer and the Underlying Servicing Agreements require the Servicers to
repurchase each such converted Mortgage Loan at the price set forth in the
applicable Prospectus Supplement. If specified in the applicable Prospectus
Supplement, a Trust Estate may contain convertible Mortgage Loans which have
converted prior to the formation of the Trust Estate and which are subject to no
further conversions. For purposes of this Prospectus, with respect to any
discussion relating to the servicing of Mortgage Loans by a Servicer (including
PHMC) under an Underlying Servicing Agreement or PHMC as the Sole Servicer under
a Pooling and Servicing Agreement, each of such Underlying Servicing Agreements
and Pooling and Servicing Agreements are referred to as a "Servicing Agreement"
and any Servicer (including PHMC as Sole Servicer) under a Servicing Agreement
is referred to herein as the "Applicable Servicer."
Unless otherwise specified in the applicable Prospectus Supplement, no
Mortgage Loan will have had at origination a Loan-to-Value Ratio in excess of
95%. 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 (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. Unless otherwise
specified in the related Prospectus Supplement, with respect to a Mortgage Loan
secured by a second home, an owner-occupied cooperative, a high rise condominium
or a non-owner occupied property, the Loan-to-Value Ratio will not exceed 80%,
and with respect to a Mortgage Loan which is made to refinance, for equity take
out purposes, an existing mortgage loan on a non-owner occupied property, the
Loan-to-Value Ratio will generally not exceed 75%. Mortgage Loans having a
Loan-to-Value Ratio in excess of 80% will not be covered by primary mortgage
insurance, except to the extent specified in the applicable Prospectus
Supplement. See "PHMC-- Mortgage Loan Underwriting."
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.
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 PHMC's or other Servicers' 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
"PHMC--Mortgage Loan Underwriting" and "Description of the
Certificates--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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Unless otherwise provided in the applicable Prospectus Supplement, all
Mortgage Loans will 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").
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. Unless otherwise specified in the applicable Prospectus
Supplement, Subsidy Payments will be placed in a custodial account ("Subsidy
Account") by the Servicer. Despite the existence of a subsidy program, a
mortgagor remains primarily liable for making all scheduled payments on a
Subsidy Loan and for all other obligations provided for in the related Mortgage
Note and Mortgage Loan.
Subsidy Loans are offered by employers generally through either a graduated
or fixed subsidy loan program, or a combination thereof. The terms of the
subsidy agreements relating to Subsidy Loans generally range from one to ten
years. The subsidy agreements relating to Subsidy Loans made under a graduated
program generally will provide for subsidy payments that result in effective
subsidized interest rates between three percentage points and five percentage
points below the Mortgage Interest Rates specified in the related Mortgage
Notes. Generally, under a graduated program, the subsidized rate for a Mortgage
Loan will increase approximately one percentage point per year until it equals
the full Mortgage Interest Rate. For example, if the initial subsidized interest
rate is five percentage points below the Mortgage Interest Rate in year one, the
subsidized rate will increase to four percentage points below the Mortgage
Interest Rate in year two, and likewise until year six, when the subsidized rate
will equal the Mortgage Interest Rate. Where the subsidy agreements relating to
Subsidy Loans are in effect for longer than five years, the subsidized interest
rates generally increase at smaller percentage increments for each year. The
subsidy agreements relating to Subsidy Loans made under a fixed program
generally will provide for subsidized interest rates at fixed percentages
(generally one percentage point to two percentage points) below the Mortgage
Interest Rates for specified periods, generally not in excess of ten years.
Subsidy Loans are also offered pursuant to combination fixed/graduated programs.
The subsidy agreements relating to such Subsidy Loans generally will provide for
an initial fixed subsidy of up to five percentage points below the related
Mortgage Interest Rate for up to five years, and then a periodic reduction in
the subsidy for up to five years, at an equal fixed percentage per year until
the subsidized rate equals the Mortgage Interest Rate.
Generally, employers may terminate subsidy programs in the event of (i) the
mortgagor's death, retirement, resignation or termination of employment, (ii)
the full prepayment of the Subsidy Loan by the mortgagor, (iii) the sale or
transfer by the mortgagor of the related Mortgaged Property as a result of which
the mortgagee is entitled to accelerate the Subsidy Loan pursuant to the
"due-on-sale" clause contained in the Mortgage, or (iv) the commencement of
foreclosure proceedings or the acceptance of a deed in lieu of foreclosure. In
addition, some subsidy programs provide that if prevailing market rates of
interest on mortgage loans similar to a Subsidy Loan are less than the Mortgage
Interest Rate of such Subsidy Loan, the employer may request that the mortgagor
refinance such Subsidy Loan and may terminate the related subsidy agreement if
the mortgagor fails to refinance such Subsidy Loan. In the event the mortgagor
refinances such Subsidy Loan, the new loan will not be included in the Trust
Estate. See "Prepayment and Yield Considerations" herein. In the event a subsidy
agreement is terminated, the amount remaining in the Subsidy Account will be
returned to the employer, and the mortgagor will be obligated to make the full
amount of all remaining scheduled payments, if any. The mortgagor's reduced
monthly housing expense as a consequence of payments under a subsidy agreement
is used by PHMC in determining certain expense-to-income ratios utilized in
underwriting a Subsidy Loan. See "PHMC--Mortgage Loan Underwriting."
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 related Prospectus Supplement,
placed in a custodial account (the "Buy-Down Fund") by the 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
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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 Certificate
Account (as defined herein), 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.
If so specified in the applicable Prospectus Supplement, a Trust Estate may
include Mortgage Loans which are amortized over 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"). Unless
otherwise specified in the applicable Prospectus Supplement, 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 PHMC refinances a mortgagor's Balloon Loan at maturity, the new loan will
not be included in the Trust Estate. See "Prepayment and Yield Considerations"
herein. A Trust Estate may also include other types of Mortgage Loans to the
extent set forth in the applicable Prospectus Supplement.
INSURANCE POLICIES
Any Servicing Agreement will require the Applicable 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 Servicing Agreement 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. The Applicable
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
Certificate Account by the Sole Servicer or the Custodial Account for remittance
to the Master Servicer Custodial 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.
The Applicable 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. The Applicable 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, had it
been maintained.
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) the Servicing Agreement will require the Applicable 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 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
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value of the improvements, or (iii) the maximum amount of insurance which is
available under the Flood Disaster Protection Act of 1973, as amended. PHMC 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.
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 could affect distributions
to the Certificateholders.
ACQUISITION OF THE MORTGAGE LOANS FROM PHMC
The Seller will have acquired the Mortgage Loans included in each Trust
Estate from PHMC pursuant to an agreement (the "PHMC Sale Agreement"). In
connection with the conveyance of the Mortgage Loans to the Seller, PHMC 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; and (iii) agree to repurchase or
substitute for any Mortgage Loan for which any document is not delivered or is
found to be defective in any material respect, or which is discovered at any
time not to be in conformance with the representations and warranties PHMC has
made to the Seller, if PHMC 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
"--Assignment of Mortgage Loans to the Trustee," and "--Representations and
Warranties" below.
ASSIGNMENT OF MORTGAGE LOANS TO THE TRUSTEE
At the time of issuance of each Series of Certificates, the Mortgage Loans
in the related Trust Estate will, pursuant to the applicable Pooling and
Servicing Agreement, be assigned to the Trustee, together with all principal and
interest received on or with respect to such Mortgage Loans after the applicable
Cut-Off Date other than principal and interest due and payable on or before such
Cut-Off Date and interest attributable to the Fixed Retained Yield on such
Mortgage Loans, if any. See "Servicing of the Mortgage Loans--Fixed Retained
Yield, Servicing Compensation and Payment of Expenses." The Trustee or its agent
will, concurrently with such assignment, authenticate and deliver the
Certificates evidencing such Series to the Seller in exchange for the Mortgage
Loans. Each Mortgage Loan will be identified in a schedule appearing as an
exhibit to the applicable Pooling and Servicing Agreement. Each such schedule
will include, among other things, the unpaid principal balance as of the close
of business on the applicable Cut-Off Date, the maturity date and the Mortgage
Interest Rate for each Mortgage Loan in the related Trust Estate.
In addition, with respect to each Mortgage Loan in a Trust Estate, the
mortgage or other promissory note, any assumption, modification or conversion to
fixed interest rate agreement, a mortgage assignment in recordable form and the
recorded Mortgage (or other documents as are required under applicable law to
create a perfected security interest in the Mortgaged Property in favor of the
Trustee) will be delivered to the Trustee (or to a designated 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, PHMC or the originator of such Mortgage Loan.
The Trustee will hold such documents in trust for the benefit of
Certificateholders of the related Series and will review such documents within
45 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 a REMIC election will be made, unless the maximum period as may be
provided by
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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 or Master Servicer Custodial Account, as applicable. 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 or Master Servicer Custodial Account, as applicable, 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 Net
Mortgage Interest Rate to the next scheduled Due Date of the Mortgage Loan which
is being substituted for (adjusted, in the case of a Series for which a REMIC
election will be made, as set forth in the applicable Pooling and Servicing
Agreement, to ensure that the Trustee will not recognize gain). In no event will
any substitute Mortgage Loan have an unpaid principal balance greater than the
Scheduled Principal Balance (as defined herein) 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. Unless otherwise
specified in the applicable Prospectus Supplement, 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.
Notwithstanding the above, if an election is made to treat the Trust Estate (or
a segregated pool of assets therein) with respect to a Series of Certificates as
a REMIC (see "Certain Federal Income Tax Consequences"), substitutions will be
made only upon receipt by the Trustee of an opinion of counsel or other evidence
satisfactory to the Trustee to the effect that such substitution 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), otherwise subject the
Trust Estate (or segregated pool of assets) to tax, cause any replacement
mortgage not to constitute a "qualified replacement mortgage" within the meaning
of Code Section 860G(a)(4), or cause the Trust Estate (or segregated pool of
assets) to fail to qualify as a REMIC while any Certificates of the Series are
outstanding.
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. The custodian will keep and review such
documents as the Trustee's agent under a custodial agreement.
REPRESENTATIONS AND WARRANTIES
Unless otherwise provided in the applicable Pooling and Servicing Agreement
for a Series and specified in the applicable Prospectus Supplement, the Seller
will represent and warrant, among other things, that as of the date of execution
of the Pooling and Servicing Agreement (or such other date as specified in the
applicable Prospectus Supplement), 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
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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 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 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 the applicable title insurance policy) and, to
the best of the Seller's knowledge, the Mortgaged Property and all
improvements thereon comply with all requirements of any applicable zoning
and subdivision laws and ordinances;
(ix) the Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements pertaining to usury, and
the Mortgage Loan is not usurious;
(x) to the best of the Seller's knowledge, all inspections, licenses and
certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) all payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made;
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(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 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 and (C) the maximum amount of insurance which was available under the
Flood Disaster Protection Act of 1973; and each Mortgage obligates the
mortgagor thereunder to maintain all such insurance at the mortgagor's cost
and expense;
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(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) no payment required under any Mortgage Loan is more than 30 days
past due and no Mortgage Loan had more than one delinquency in the preceding
13 months;
(xxiv) with respect to each Buy-Down Loan, the funds deposited in the
Buy-Down Fund, if any, will be sufficient, together with interest thereon at
the rate customarily received by the Seller on such funds, compounded
monthly, and adding the amounts required to be paid by the mortgagor, to
make the scheduled payments stated in the Mortgage Note for the term of the
buy-down agreement; and
(xxv) each Mortgage Loan is a "Qualified Mortgage" within the meaning of
Section 860G of the Code.
No representations or warranties are made by the Seller as to the absence or
effect of hazardous wastes or hazardous substances on any of the Mortgaged
Properties or on the lien of any Mortgage or 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 such hazardous wastes,
hazardous substances or fraud will be borne solely by Certificateholders. See
"Certain Legal Aspects of the Mortgage Loans--Environmental Considerations"
below.
See "The Trust Estates--Mortgage Loans" for a description of the limited
remedies available in connection with breaches of the foregoing representations
and warranties.
OPTIONAL PURCHASES
Subject to the provisions of the applicable Pooling and Servicing Agreement,
the Seller, the Servicer or the Master Servicer may, at its option, repurchase
any defaulted Mortgage Loan if, in the Seller's, the Servicer's or the Master
Servicer's judgment, the related default is not likely to be cured by the
borrower, 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.
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DESCRIPTION OF THE CERTIFICATES
GENERAL
Each Series of Certificates will be issued pursuant to a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") among the Seller,
the Sole Servicer or Master Servicer, and the Trustee named in the applicable
Prospectus Supplement. Each Pooling and Servicing Agreement will contain
substantially the same terms and conditions, except for revisions of defined
terms and certain provisions regarding distributions to Certificateholders,
credit support and other similar matters. Illustrative forms of Pooling and
Servicing Agreement have been filed as exhibits 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 forms of Pooling and
Servicing Agreement filed as exhibits to the Registration Statement.
Each Series of Certificates will represent ownership interests in the
related Trust Estate. An election may be made to treat the Trust Estate (or a
segregated pool 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 "residual interests" 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.
Unless otherwise specified in the applicable Prospectus Supplement with
respect to a Series of Certificates, each Certificate offered hereby and by the
applicable Prospectus Supplement will be issued in fully registered form. The
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 related Prospectus Supplement. No service charge will be made for any
transfer or exchange of Certificates, but the Trustee or such other entity may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection with such transfer or exchange. In the event that an
election is made to treat the Trust Estate (or a segregated pool of assets
therein) as a REMIC, no legal or beneficial interest in all or any portion of
the "residual interest" thereof 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." In the event that an election is not made to treat the Trust
Estate (or a segregated pool of assets therein) as a REMIC, no Subordinated
Certificate may be transferred unless an appropriate ruling of the Internal
Revenue Service or opinion of counsel is obtained to the effect that the
transfer will not result in the arrangement contemplated under the Pooling and
Servicing Agreement being treated as an association taxable as a corporation
under the Code.
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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 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 Sole Servicer or Master Servicer,
or the Paying Agent acting on behalf of the Sole Servicer or Master Servicer,
shall have been furnished with appropriate wiring instructions not less than
three 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.
A Series of Certificates will consist of one or more Classes of Standard
Certificates or Stripped Certificates (referred to hereinafter sometimes
collectively as "Percentage Certificates") or two or more Classes of Multi-Class
Certificates (each as described below).
PERCENTAGE CERTIFICATES
Each Series of Percentage Certificates may include one or more Classes of
Standard Certificates or Stripped Certificates, any Class of which may be
divided into two or more Subclasses. The Standard Certificates of each Class
will evidence fractional undivided interests in all of the principal and
interest (to the extent of the Net Mortgage Interest Rate) payments on the
Mortgage Loans comprising the Trust Estate related to such Series. Each holder
of a Standard 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 percentage interest of each
Standard Certificate will be equal to the percentage obtained by dividing the
aggregate unpaid principal balance of the Mortgage Loans represented by such
Standard Certificate as of the Cut-Off Date by the aggregate unpaid principal
balance of the Mortgage Loans represented by all the Standard Certificates of
the same Class as of the Cut-Off Date.
The Stripped Certificates of each Class will evidence fractional undivided
interests in specified portions of the principal and/or interest payments on the
Mortgage Loans comprising the Trust Estate related to such Series. The holders
of the Stripped Certificates of each Class will be entitled to receive a portion
(which may be zero) as specified in the applicable Prospectus Supplement of the
principal distributions comprising the Pool Distribution Amount, and a portion
(which may be zero) as specified in the applicable Prospectus Supplement of the
interest distributions comprising the Pool Distribution Amount on each
Distribution Date.
In the case of Classes of Stripped Certificates representing interests in
interest distributions on the Mortgage Loans and not in principal distributions
on the Mortgage Loans, such Certificates will be denominated in notional
amounts. The aggregate original notional amount for a Class of such Certificates
will be equal to the aggregate unpaid principal balance (or a specified portion
thereof) of the Mortgage Loans as of the Cut-Off Date specified in the
applicable Prospectus Supplement. The notional amount of each such Stripped
Certificate will be used to calculate the holder's pro rata share of the
interest distributions on the Mortgage Loans allocated to that Class and for the
determination of certain other rights of holders of such Class of Stripped
Certificates and will not represent an interest in, or entitle any such holder
to any distribution with respect to, any principal distributions on the Mortgage
Loans. Each such Certificate's pro rata share of the interest distribution on
the Mortgage Loans on each Distribution Date will be calculated by multiplying
the interest distributions on the Mortgage Loans allocated to its Class by a
fraction, the numerator of which is the original notional amount of such
Stripped Certificate and the denominator of which is the aggregate original
notional amount of all the Stripped Certificates of its Class.
The interest of a Class of Percentage Certificates representing an interest
in a Trust Estate (or a segregated pool of assets therein) with respect to which
an election to be treated as a REMIC has been made may be fixed as described
above or may vary over time as a result of prepayments received and losses
realized on the underlying Mortgage Loans. A Series of Percentage Certificates
comprised of Classes whose percentage interests in the Trust Estate may vary is
referred to herein as a Series of "Shifting Interest Certificates."
Distributions on, and subordination arrangements with respect to, Shifting
Interest Certificates are discussed below under the headings "Description of the
Certificates-- Distributions to Percentage Certificateholders--Shifting Interest
Certificates" and "Credit Support--Subordination-- Shifting Interest
Certificates."
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MULTI-CLASS CERTIFICATES
Each Series may include two or more Classes of Multi-Class Certificates.
Each Multi-Class Certificate will be assigned a Stated Amount. The Stated Amount
may be based on an amount of principal of the underlying Mortgage Loans or on
the value of an amount of future cash flows from the related Trust Estate,
without distinction as to principal and interest received on the Mortgage Loans.
The initial Stated Amount of each Class within a Series of Multi-Class
Certificates will be specified in the applicable Prospectus Supplement. Interest
on the Classes of Multi-Class Certificates will be paid at rates specified in or
determined as specified in the applicable Prospectus Supplement, and will accrue
in the manner specified therein. Each Series of Multi-Class Certificates may
include one or more Classes of Certificates on which interest accrues but is not
payable until such time as specified in the applicable Prospectus Supplement
("Compound Interest Certificates"), and interest accrued on any such Class will
be added to the Stated Amount thereof in the manner described therein.
DISTRIBUTIONS TO PERCENTAGE CERTIFICATEHOLDERS
The discussion in this section "--Distributions to Percentage
Certificateholders" with respect to the receipt and distribution of principal
(including prepayments) and interest focuses on the practices observed currently
by PHMC, as Sole Servicer and, with respect to any Series of Certificates
involving more than one Servicer, SASCOR as Master Servicer. With respect to any
Series of Certificates involving PHMC and one or more other Servicers, the
following discussion assumes that the other Servicers service the Mortgage Loans
in accordance with PHMC's practices, and the treatment of principal and interest
payments by such other Servicers, to the extent that such treatments differ from
that of PHMC, will be specified in the applicable Prospectus Supplement.
CERTIFICATES OTHER THAN SHIFTING INTEREST CERTIFICATES
Except as otherwise specified in the applicable Prospectus Supplement, on or
about the 17th day of each month in which a Distribution Date occurs (the
"Determination Date"), the Sole Servicer or Master Servicer will determine the
amount of the principal and interest payments on the Mortgage Loans which will
be distributed to holders of each Class and Subclass of Percentage Certificates
on the succeeding Distribution Date. Such amounts will be distributed, pro rata,
to holders of a Class or Subclass of Percentage Certificates (other than
Shifting Interest Certificates) except, in the case of Subordinated
Certificateholders, for any amounts required to be paid to the holders of the
related Senior Certificates or deposited in the related Subordination Reserve
Fund, if any. If the Certificates of a Class include two or more Subclasses, the
allocation of distributions of principal and interest among such Subclasses will
be as specified in the related Prospectus Supplement.
CALCULATION OF DISTRIBUTABLE AMOUNTS. On each Determination Date, the Sole
Servicer or Master Servicer will calculate the "Distributable Amount" for the
following Distribution Date for each Class of Certificates. Unless otherwise
specified in the applicable Prospectus Supplement, the Distributable Amount for
a Class of Senior Certificates (a "Senior Class") of a Series on a Distribution
Date (the "Senior Class Distributable Amount") will be an amount equal to the
sum of:
(i) the aggregate undivided interest, expressed as a percentage and
specified in the applicable Prospectus Supplement, evidenced by all
Certificates of such Senior Class (the "Senior Class Principal Portion") of:
(a) all scheduled payments of principal on each outstanding Mortgage
Loan that became due on the Due Date immediately preceding such
Distribution Date in accordance with the amortization schedules of the
related Mortgage Loans (as adjusted to give effect to any previous
prepayments), whether or not such payments were actually received by the
Applicable Servicer (the aggregate of such scheduled payments due on any
such Due Date being referred to herein as "Scheduled Principal"), and all
partial principal prepayments ("Curtailments") and all prepayments in
full received by the Applicable Servicer on or after the Determination
Date in the month preceding the month in which the Distribution Date
occurs (or after the Cut-Off Date, in the case of the first Distribution
Date) and prior to the Determination Date occurring in the month in which
the Distribution Date occurs;
(b) (A) the unpaid principal balance, less any amounts with respect
thereto constituting Late Payments (as herein defined) attributable to
principal, and less any unreimbursed Periodic Advances with respect
thereto, of each Mortgage Loan which was repurchased by the Seller or
purchased by the Sole Servicer or Master Servicer, as the case may be,
during the month preceding the month in which such Distribution Date
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occurs, determined as of the date each such Mortgage Loan was repurchased
or purchased, as the case may be, (as described in "The Trust
Estates--Mortgage Loans--Assignment of Mortgage Loans to the Trustee,"
"--Optional Repurchases," and "The Pooling and Servicing
Agreement--Termination; Purchase of Certificates"), and (B) the
Liquidation Proceeds (as defined herein) other than Liquidation Proceeds
which were received prior to the Applicable Servicer's determination that
no further recoveries on a defaulted Mortgage Loan will be forthcoming
("Partial Liquidation Proceeds") during the month preceding the month in
which such Distribution Date occurs with respect to each Mortgage Loan in
respect of which property was acquired, liquidated or foreclosed; and
(c) all Partial Liquidation Proceeds received by the Applicable
Servicer on or after the Determination Date in the month preceding the
month in which the Distribution Date occurs and prior to the
Determination Date occurring in the month in which the Distribution Date
occurs; and
(ii) interest at the applicable Pass-Through Rate from the second
preceding Due Date to the Due Date immediately preceding such Distribution
Date on the Senior Class Principal Portion of the aggregate principal
balance of the Mortgage Loans as of the Cut-Off Date, less scheduled
amortization of principal thereon and any principal prepayments with respect
thereto through the second preceding Due Date and after giving effect to any
partial principal prepayments and Partial Liquidation Proceeds applied as of
such Due Date and any prepayments in full received prior to the
Determination Date in the month of such Due Date (the "Scheduled Principal
Balance"), whether or not such interest was actually received by the
Applicable Servicer; provided that interest attributable to the accrual of
interest on any prepaid Mortgage Loan at the Net Mortgage Interest Rate for
such Mortgage Loan prepaid on or after the Determination Date in the month
preceding the month in which such Distribution Date occurs from the date of
its prepayment in full through the last day of the month in which such
prepayment in full occurred ("Prepayment Interest Shortfall") is included
only to the extent that funds for such purposes are available out of the
aggregate Servicing Fees of the Applicable Servicer; and
(iii) the sum of (a) the portion that was included in the Senior Class
Distributable Amount on a prior Distribution Date of the amount of each
scheduled payment of principal and interest on a Mortgage Loan not paid by
the mortgagor when due, net of any unreimbursed Periodic Advance with
respect thereto that was included in the Distributable Amount of each Class
on a prior Distribution Date but was not included in the Pool Distribution
Amount until the current Distribution Date (such net amount, a "Late
Payment"), less the aggregate amount, if any, received by the holders of
such Senior Certificates on any prior Distribution Date or Dates with
respect to such Late Payment from amounts otherwise distributable to the
holders of Subordinated Certificates and from any credit enhancement
available for the benefit of the Senior Certificateholders, and (b) interest
on the amount set forth in clause (a) above at the Pass-Through Rate from
the Distribution Date on which such Late Payment was first included in the
Distributable Amount for such Senior Certificates to the current
Distribution Date (the "Late Payment Period"); provided that the foregoing
amount will be included in the Senior Class Distributable Amount on a
Distribution Date only to the extent such amount is included in the Pool
Distribution Amount with respect to such Distribution Date.
Unless otherwise specified in the applicable Prospectus Supplement, the
Distributable Amount for a Class of Subordinated Certificates of a Series on a
Distribution Date (the "Subordinated Class Distributable Amount") will be an
amount equal to the sum of:
(i) the aggregate undivided interest, expressed as a percentage and
specified in the applicable Prospectus Supplement, evidenced by all
Subordinated Certificates (the "Subordinated Class Principal Portion") of:
(a) all Scheduled Principal and all prepayments in full and
Curtailments received by the Applicable Servicer on or after the
Determination Date in the month preceding the month in which the
Distribution Date occurs ( or after the Cut-Off Date in the case of the
first Distribution Date) and prior to the Determination Date occurring in
the month in which the Distribution Date occurs;
(b) (A) the unpaid principal balance, less any amounts with respect
thereto constituting Late Payments attributable to principal, and less
any unreimbursed Periodic Advances with respect thereto, of each Mortgage
Loan which was repurchased by the Representing Party during the month
preceding the month in which such
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Distribution Date occurs, determined as of the date each such Mortgage
Loan was repurchased or purchased, as the case may be, and (B) the
Liquidation Proceeds (other than Partial Liquidation Proceeds) which were
received during the month preceding the month in which such Distribution
Date occurs with respect to each Mortgage Loan in respect of which
property was acquired, liquidated or foreclosed; and
(c) all Partial Liquidation Proceeds received by the Applicable
Servicer on or after the Determination Date in the month preceding the
month in which the Distribution Date occurs and prior to the
Determination Date occurring in the month in which the Distribution Date
occurs; and
(ii) interest at the applicable Pass-Through Rate from the second
preceding Due Date to the Due Date immediately preceding such Distribution
Date on the Subordinated Class Principal Portion of the Scheduled Principal
Balance of the Mortgage Loans as of the Determination Date preceding such
Distribution Date, whether or not such interest was actually received with
respect to the Mortgage Loans; provided that Prepayment Interest Shortfall
is included only to the extent that funds for such purposes are available
from the aggregate Servicing Fees of the Applicable Servicer; and
(iii) the sum of (a) each Late Payment that was included in the
Subordinated Class Distributable Amount on a prior Distribution Date plus
the aggregate amount, if any, received by the Senior Certificateholders on
any prior Distribution Date or Dates with respect to such Late Payment from
amounts otherwise available for distribution to the Subordinated
Certificateholders on such prior Distribution Date or Dates, or from the
Subordination Reserve Fund and not attributable to the Initial Deposit, and
(b) interest on the amount set forth in clause (a) above at the Pass-Through
Rate during the Late Payment Period; provided that the foregoing amount will
be included in the Subordinated Class Distributable Amount on such
Distribution Date only to the extent such amount is included in the Pool
Distribution Amount with respect to such Distribution Date.
DETERMINATION OF AMOUNTS TO BE DISTRIBUTED. Unless otherwise specified in
the applicable Prospectus Supplement, funds available for distribution to
Certificateholders of a Series of Percentage 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
Applicable Servicer after the Cut-Off Date (except for amounts due on or prior
to the Cut-Off Date), or received by the Applicable Servicer on or prior to the
Cut-Off Date but due after the Cut-Off Date, in either case received on or prior
to the business day preceding the Determination Date in the month in which such
Distribution Date occurs, plus all Periodic Advances made by Applicable Servicer
or the Master Servicer 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 Applicable Servicer or the Master Servicer previously has
made one or more unreimbursed Periodic Advances;
(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, as adjusted in respect of principal prepayments in
full as described in "Servicing of the Mortgage Loans--Adjustment to
Servicing Fee in Connection with Prepaid Mortgage Loans" below, and (iii)
with respect to any Series of Certificates involving more than one Servicer,
the applicable Master Servicing Fee (with respect to such Distribution Date,
together with the amounts described in clause (i), the "Amounts Held for
Future Distribution");
(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 Partial
Liquidation Proceeds) of any Mortgage Loans, or property acquired in respect
thereof, liquidated, foreclosed, purchased or repurchased pursuant to the
applicable Pooling and Servicing Agreement, received on or after the Due
Date occurring in the month in which such Distribution Date occurs and all
principal prepayments in full, Curtailments and Partial Liquidation Proceeds
received by the Applicable Servicer on or after the Determination Date
occurring in the month in which such Distribution Date occurs, and all
related payments of interest on such amounts;
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(f)that portion of Liquidation Proceeds which represents any unpaid
Servicing Fees or any Master Servicing Fee to which the Applicable
Servicer 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. "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 at the Mortgage Interest Rate.
(h)all amounts representing certain expenses reimbursable to the Sole
Servicer or Master Servicer or any Servicer and other amounts
permitted to be withdrawn by the Sole Servicer or 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 Applicable Servicer is entitled to retain
pursuant to the applicable 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 Sole Servicer or Master Servicer will calculate the portion of the
Distributable Amount for each Class of the Series that is available to be paid
out of the Pool Distribution Amount on such date. The portion so available on a
Distribution Date to the Senior Certificateholders and to the Subordinated
Certificateholders (respectively, the "Senior Class Pro Rata Share" and the
"Subordinated Class Pro Rata Share") will be the amount equal to the product of
(a) the Pool Distribution Amount for such date and (b) a fraction the numerator
of which is the Distributable Amount for such Class on such date and the
denominator of which is the sum of the Distributable Amounts for such Series on
such date.
On each Distribution Date for a Series of Percentage Certificates (other
than Shifting Interest Certificates), the holders of the Senior Certificates of
such Series will be entitled to receive the Senior Class Pro Rata Share of such
Class on such Distribution Date. In addition, to the extent credit enhancement
is available on such Distribution Date, the Senior Certificateholders will be
entitled to receive the amount by which the Senior Class Distributable Amount
plus any Senior Class Carryover Shortfall (as defined below) on such
Distribution Date exceeds the Senior Class Pro Rata Share on such Distribution
Date (such excess being referred to herein as the "Senior Class Shortfall").
Such credit support includes: (a) amounts otherwise distributable to the
Subordinated Certificateholders on such Distribution Date and amounts available
for such purpose in the Subordination Reserve Fund as described below; (b)
amounts held in the Certificate Account for future distributions to
Certificateholders; and (c) amounts available under any form of credit
enhancement (other than subordination) which is specified in the applicable
Prospectus Supplement. See "Credit Support" below. The manner in which any
available credit support will be allocated among Subclasses of a Senior Class
will be set forth in the applicable Prospectus Supplement. With respect to any
Distribution Date, the "Senior Class Carryover Shortfall" means the excess, if
any, of (a) the amount the Senior Certificateholders were entitled to receive on
the prior Distribution Date less the amount the Senior Certificateholders
received on such prior Distribution Date, together with interest thereon at the
Pass-Through Rate of such Senior Class from such prior Distribution Date through
the current Distribution Date, over (b) the portion of the amount specified in
clause (a) constituting Late Payments, together with interest on such portion at
the applicable Pass-Through Rate from such prior Distribution Date through the
current Distribution Date, to the extent such Late Payments and interest thereon
are included in the Pool Distribution Amount with respect to the current
Distribution Date.
With respect to a Series of Percentage Certificates (other than Shifting
Interest Certificates) including a Class of Subordinated Certificates, once the
Subordinated Amount is reduced to zero, any remaining Senior Class Shortfall
with respect to a Class of Senior Certificates will cease to be payable from
amounts otherwise distributable to the Subordinated Certificateholders and the
amounts in the related Subordination Reserve Fund, if any, except that the
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portion of such Senior Class Shortfall which is attributable to the accrual of
interest on the Senior Class Carryover Shortfall (the "Senior Class Shortfall
Accruals") shall continue to bear interest at the applicable Pass-Through Rate,
and the Senior Certificateholders shall continue to have a preferential right to
be paid such amounts from distributions otherwise available to the Subordinated
Certificateholders until such amount (including interest thereon at the
applicable Pass-Through Rate) is paid in full. See "Credit
Support--Subordination" below.
The Subordinated Certificateholders will be entitled to receive on any
Distribution Date an amount equal to the Subordinated Class Pro Rata Share less:
(a) any amounts required to be distributed to the Senior Certificateholders
pursuant to the subordination of the rights of the Subordinated
Certificateholders as described below; and (b) any amounts necessary to fund the
Subordination Reserve Fund as described below. See "Credit
Support--Subordination" below.
SHIFTING INTEREST CERTIFICATES
On each Distribution Date for a series of Shifting Interest Certificates,
the Sole Servicer or Master Servicer will distribute on behalf of the Trustee or
cause the Paying Agent to distribute, as the case may be, to the holders of
record on the Record Date of a Class of Senior Certificates, to the extent of
the Pool Distribution Amount with respect to such Distribution Date (as
determined by the Sole Servicer or Master Servicer on the related Determination
Date in the same manner as described above with respect to Percentage
Certificates other than Shifting Interest Certificates) and prior to any
distribution being made on the related Subordinated Certificates, an amount
equal to the Senior Class Distribution Amount. The Senior Class Distribution
Amount will (except as otherwise set forth in the applicable Prospectus
Supplement) be calculated for any Distribution Date as the lesser of (x) the
Pool Distribution Amount for such Distribution Date and (y) the sum of:
(i) one month's interest at the applicable Pass-Through Rate on such
Class's outstanding principal balance (less, if specified in the applicable
Prospectus Supplement, (a) the amount by which the aggregate Prepayment
Interest Shortfall with respect to the preceding month exceeds the aggregate
Servicing Fees of the Applicable Servicer, in each case allocated to such
Class on the basis set forth in the related Prospectus Supplement and/or (b)
one month's interest at the applicable Net Mortgage Interest Rate on such
Class's percentage, specified in the applicable Prospectus Supplement, of
the Scheduled Principal Balance of each Special Hazard Mortgage Loan (as
defined below) covered by clause (iv) below);
(ii) if distribution of the amount of interest calculated pursuant to
clause (i) above on any prior Distribution Date was not made in full on such
prior Distribution Date, an amount equal to (a) the difference between (x)
the amount of interest which the holders of such Class would have received
on the prior Distribution Date if there had been sufficient funds available
in the Certificate Account and (y) the amount of interest actually
distributed to such holders on such prior Distribution Date (the "Unpaid
Interest Shortfall") less (b) the aggregate amount distributed on
Distribution Dates subsequent to such prior Distribution Date with respect
to the Unpaid Interest Shortfall;
(iii) such Class's percentage, calculated as provided in the applicable
Prospectus Supplement, of (a) all scheduled payments of principal due on
each outstanding Mortgage Loan, on the Due Date occurring in the month in
which the Distribution Date occurs, (b) all partial principal prepayments
and Partial Liquidation Proceeds received by the Applicable Servicer in
reduction of the unpaid principal of any Mortgage Loan on or after the
Determination Date in the month preceding the month in which the
Distribution Date occurs (or after the Cut-Off Date, in the case of the
first Distribution Date) and prior to the Determination Date occurring in
the month in which the Distribution Date occurs, and (c) the Scheduled
Principal Balance of each Mortgage Loan which (i) was the subject of a
principal prepayment in full received by the Applicable Servicer on or after
the Determination Date in the month preceding the month in which the
Distribution Date occurs (or after the Cut-Off Date in the case of the first
Distribution Date) and prior to the Determination Date occurring in the
month in which the Distribution Date occurs, or (ii) was repurchased by the
Seller or purchased by the person or persons specified in the applicable
Prospectus Supplement pursuant to the Pooling and Servicing Agreement during
such preceding month; and
(iv) such Class's specified percentage of the net Liquidation Proceeds
(other than net Partial Liquidation Proceeds) from any Mortgage Loan that
became a liquidated Mortgage Loan during such preceding month;
provided that, if such Distribution Date falls on or after the "Cross-Over Date"
(i.e., the date on which the amount of principal payments on the Mortgage Loans
to which the holders of the related Subordinated Certificates are entitled has
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been reduced to zero as a result of the allocation of losses to the Subordinated
Certificates), then the Senior Class Distribution Amount will instead equal the
lesser of (x) the Pool Distribution Amount and (y) the sum of the items referred
to above plus the amount by which such Class's outstanding principal balance as
of such Distribution Date exceeds the Pool Scheduled Principal Balance as of
such Distribution Date. The "Pool Scheduled Principal Balance" as of any
Distribution Date is the aggregate of the Scheduled Principal Balances of all
Mortgage Loans in a Trust Estate that were outstanding on the first day of the
month prior to the month in which such Distribution Date falls. The Pool
Scheduled Principal Balance is determined after taking into account all
principal prepayments and Partial Liquidation Proceeds applied by the Applicable
Servicer on such first day of the month prior to the month in which such
Distribution Date falls. Under its current servicing practices, principal
prepayments and Partial Liquidation Proceeds received in any month are applied
by the Servicer in reduction of the unpaid principal balance of the related
Mortgage Loan as of the first day of such month.
If so provided in the applicable Prospectus Supplement, holders of one or
more Classes of Senior Certificates will also be entitled to receive, as its or
their specified percentage(s) referred to in clauses (y)(iii)(b) and
(y)(iii)(c)(i) above, all partial principal prepayments and all principal
prepayments in full on the Mortgage Loans in the related Trust Estate under the
circumstances or for the period of time specified therein, which will have the
effect of accelerating the amortization of the Senior Certificates while
increasing the respective interest evidenced by the Subordinated Certificates in
the related Trust Estate. Increasing the respective interest 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 the Special Hazard Termination Date would occur on any Distribution Date
under the circumstances referred to in "Credit Support--Subordination" below,
the Senior Class Distribution Amount for each Class of Senior Certificates of
such Series calculated as set forth in the two preceding paragraphs will be
modified to the extent described in such section.
Amounts distributed to a Class of Senior Certificates on a Distribution Date
will be deemed to be applied first to the payment of current interest, if any,
due on such Class (i.e., the amount calculated pursuant to clause (y)(i) of the
third preceding paragraph), second to the payment of any Unpaid Interest
Shortfall (i.e., the amount calculated pursuant to clause (y)(ii) of such
paragraph) and third to the payment of principal, if any, due on such Class
(i.e., the aggregate of the amounts calculated pursuant to clauses (y)(iii) and
(y)(iv) of such paragraph).
As indicated above, in the event that the Pool Distribution Amount on any
Distribution Date is not sufficient to make the full distribution of current
interest to the holders of a Class of Senior Certificates entitled to payments
of interest, the difference between the amount of current interest which the
holders of such Class would have received on such Distribution Date if there had
been sufficient funds available and the amount actually distributed will be
added to the amount of interest which the holders of such Class are entitled to
receive on the next Distribution Date. Unless otherwise specified in the
applicable Prospectus Supplement, the amount of any such interest shortfall so
carried forward will not bear interest.
If the Pool Distribution Amount is insufficient on any Distribution Date to
make the full distribution of principal due on a Class of Senior Certificates,
the percentage of principal payments to which the holders of the Senior
Certificates would be entitled on the immediately succeeding Distribution Date
will be increased. This increase will have the effect of reducing, as a relative
matter, the respective interest of the holders of the Subordinated Certificates
in future payments of principal on the related Mortgage Loans. If the Pool
Distribution Amount is not sufficient to make full distribution described above
to the holders of all Classes of Senior Certificates on any Distribution Date
(assuming that more than one Class or Subclass of Senior Certificates of a
Series has been issued), unless otherwise specified in the applicable Prospectus
Supplement, the holders of each such Class or Subclass will share in the funds
actually available in proportion to the respective amounts that each such Class
or Subclass would have received had the Pool Distribution Amount been sufficient
to make the full distribution of interest and principal due to each such Class
or Subclass.
Unless otherwise provided in the related Prospectus Supplement, on each
Distribution Date the holders of the related Subordinated Certificates will be
entitled to receive (in the amounts specified therein if there is more than one
Class of Subordinated Certificates), out of funds available for distribution in
the related Certificate Account on such date, all amounts remaining after
deduction of the amounts required to be distributed to the holders of all
Classes of Senior Certificates of the same Series.
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EXAMPLE OF DISTRIBUTION TO PERCENTAGE CERTIFICATEHOLDERS
The discussion in this section "--Example of Distribution to Percentage
Certificateholders" with respect to the receipt and distribution of principal
including prepayments and interest payments focuses on the practices observed
currently by PHMC as Sole Servicer and, with respect to any Series of
Certificates involving more than one Servicer, SASCOR as Master Servicer. With
respect to any Series of Certificates involving PHMC and one or more other
Servicers, the following discussion assumes that the other Servicers service the
Mortgage Loans in accordance with PHMC's practices, and the treatments of
principal prepayments by such other Servicers, to the extent that such
treatments differ from that of PHMC, will be specified in the applicable
Prospectus Supplement.
The following chart sets forth an example of the application of the
foregoing provisions to the first two months of the related Trust Estate's
existence, assuming the Certificates are issued in the month of January, with a
Distribution Date on the 25th of each month and a Determination Date on the 17th
of each month:
<TABLE>
<S> <C>
January 1(A)........... Cut-Off Date.
January 2-January The Applicable Servicer receives any liquidation
31(B)................ proceeds for liquidated Mortgage Loans and interest
thereon to date of liquidation.
January 31(C).......... Record Date.
February 1-February The Applicable Servicer receives scheduled payments of
16(D)................ principal and interest due on February 1.
February 17(E)......... Determination Date.
February 18(F)......... Remittance Date.
February 25(G)......... Distribution Date.
</TABLE>
- ------------------------
(A) The initial unpaid principal balance of the Mortgage Loans in a Trust Estate
would be the aggregate unpaid principal balance of the Mortgage Loans at the
close of business on January 1, after deducting principal payments due on or
before such date. Those principal payments due on or before January 1 and
the related interest payments, would not be part of the Trust Estate and
would be remitted by the Applicable Servicer to the Seller when received.
(B) Liquidation Proceeds received during this period would be credited to the
Certificate Account for distribution to Certificateholders on the February
25 Distribution Date. When a Mortgage Loan is liquidated or an insurance
claim with respect to a Mortgage Loan is settled, interest on the amount
liquidated or received in settlement is collected only from the last
scheduled Due Date to the date of liquidation or settlement.
(C) Distributions in the month of February will be made to Certificateholders of
record at the close of business on this date.
(D) Scheduled monthly payments on the Mortgage Loans due on February 1, and
principal prepayments and Partial Liquidation Proceeds received by the
Applicable Servicer in reduction of the unpaid principal balance of any
Mortgage Loan prior to February 17, will be deposited in the Custodial
Account as received by the Servicer or in the Certificate Account in the
case of the Sole Servicer and will be distributed to Certificateholders on
the February 25 Distribution Date. Liquidation proceeds (other than Partial
Liquidation Proceeds), and proceeds with respect to the repurchase or
purchase of any of the Mortgage Loans, in each case received during this
period, and principal prepayments and Partial Liquidation Proceeds received
on or after February 17, will be deposited in the Certificate Account but
will not be distributed to Certificateholders on the February 25
Distribution Date. Instead, such amounts will be credited to the Certificate
Account for distribution to Certificateholders on the March 25 Distribution
Date. When a Mortgage Loan is prepaid in part and such payment is applied as
of a date other than a Due Date, interest is charged on such payment only to
the date applied. To the extent funds are available from the aggregate
Servicing Fees relating to mortgagor payments or other recoveries
distributed to Certificateholders on the related Distribution Date, the
Applicable Servicer would make an additional payment to Certificateholders
with respect to any Mortgage Loan that prepaid in full on or after the
Determination Date in the month preceding the month in which such
Distribution Date occurs equal to the amount of interest on such Mortgage
Loan at the Net Mortgage Interest Rate for such Mortgage Loan from the date
of such prepayment in full through the end of the month preceding the month
in which such Distribution Date occurs.
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
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Succeeding monthly periods follow the pattern of (B) through (F), except
that the period in (B) begins on the first of the month.
DISTRIBUTIONS TO MULTI-CLASS CERTIFICATEHOLDERS
The following description of distributions to Multi-Class Certificateholders
is one example of how such distributions may be determined. The Prospectus
Supplement for a Series may provide for a different manner in which
distributions to Multi-Class Certificateholders will be determined for such
Series so long as such Multi-Class Certificates are rated upon issuance in one
of the four highest rating categories by at least one Rating Agency.
Except as otherwise set forth in the applicable Prospectus Supplement,
distributions of interest and distributions in reduction of the Stated Amount of
Multi-Class Certificates will be made from the Pool Distribution Amount (as
determined by the Servicer on the related Determination Date in the same manner
as described above with respect to Series of Percentage Certificates) on each
Distribution Date for such Series to the holders of each Class then entitled to
receive such distributions until the aggregate amount of such distributions have
reduced the Stated Amount of each such Class of Certificates to zero.
Distributions in reduction of Stated Amount will be allocated among the Classes
of such Certificates in the manner specified in the applicable Prospectus
Supplement. If so specified in the related Prospectus Supplement, such Series
may include Classes designed to receive principal payments using a predetermined
schedule such as planned amortization class certificates and targeted
amortization class certificates and Classes that receive principal payments only
if other designated Classes receive their scheduled payments. Unless otherwise
specified in the applicable Prospectus Supplement, all distributions in
reduction of the Stated Amount of a Class of Multi-Class Certificates will be
made pro rata among the Certificates of such Class.
- --------------------------------------------------------------------------------
(FOOTNOTES CONTINUED FROM PRECEDING PAGE)
(E) As of the close of business on February 17, each Applicable Servicer will
determine the amounts of Periodic Advances to be made by such Applicable
Servicer in respect of Mortgage Loans serviced thereby and the Sole Servicer
or the Master Servicer will determine the amounts of principal and interest
which will be distributed to the Certificateholders, including scheduled
payments due on or before February 1 which have been received on or before
the close of business on February 16, principal prepayments and Partial
Liquidation Proceeds received by each Applicable Servicer in reduction of
the unpaid principal balance of any Mortgage Loan prior to February 17 and
liquidation proceeds (other than Partial Liquidation Proceeds), and proceeds
with respect to the repurchase or purchase of any of the Mortgage Loans,
received during the period commencing January 2 and ending on January 31.
With respect to each Series of Percentage Certificates, other than Shifting
Interest Certificates, the Sole Servicer or Master Servicer will calculate
the Distributable Amount and the Pro Rata Share for each Class, and the
amount otherwise distributable to the Subordinated Class, together with
amounts, if any, in the Subordination Reserve Fund, will be available, to
the extent of the Subordinated Amount, to increase the amount distributable
to the Senior Class or Classes up to the Senior Class Shortfall in respect
of such Classes. With respect to each Series of Shifting Interest
Certificates, the Sole Servicer or Master Servicer will calculate the Senior
Class Distribution Amount for each Senior Class and will determine the
percentage interests of each Senior Class to be used in connection with
calculating Senior Class Distribution Amounts with respect to the March 25
Distribution Date. If applicable, the Sole Servicer or Master Servicer will
calculate the amounts payable in respect of any other form of credit
enhancement.
(F) With respect to any Series of Certificates involving more than one Servicer,
unless otherwise specified in the Prospectus Supplement, each Servicer will
be required to remit to the Master Servicer Custodial Account on the
February 18 Remittance Date all amounts on deposit in the respective
Custodial Account (other than Amounts Held for Future Distribution). In
addition, if at any time the amount on deposit in any Custodial Account
(other than any Eligible Custodial Account) exceeds $100,000 or another
amount specified in the Prospectus Supplement, the Servicer will be required
to remit such excess amount to the Master Servicer Custodial Account within
one business day thereafter.
(G) Unless otherwise so specified in the related Prospectus Supplement, the Sole
Servicer or Master Servicer or the Paying Agent will make distributions to
Certificateholders on the 25th day of each month, or if such 25th day is not
a business day, on the next business day.
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Unless otherwise specified in the Prospectus Supplement relating to a Series
of Certificates, the aggregate amount that will be distributed in reduction of
Stated Amount to holders of Multi-Class Certificates of a Series then entitled
thereto on any Distribution Date for such Series will equal, to the extent funds
are available, the sum of (i) the Multi-Class Certificate Distribution Amount
(as defined herein) and (ii) if and to the extent specified in the related
Prospectus Supplement, the applicable percentage of the Spread specified in such
Prospectus Supplement.
Unless otherwise specified in the applicable Prospectus Supplement, the
"Multi-Class Certificate Distribution Amount" with respect to a Distribution
Date for a Series of Multi-Class Certificates will equal the amount, if any, by
which the Stated Amount of the Multi-Class Certificates of such Series (after
taking into account the amount of interest to be added to the Stated Amount of
any Class of Compound Interest Certificates on such Distribution Date and before
giving effect to any distributions in reduction of Stated Amount on such
Distribution Date) exceeds the Pool Value (as defined herein) of the Mortgage
Loans included in the Trust Estate for such Series as of the end of the period
(a "Due Period") specified in the related Prospectus Supplement. For purposes of
determining the Multi-Class Certificate Distribution Amount with respect to a
Distribution Date for a Series of Certificates having one or more Classes of
Multi-Class Certificates, the Pool Value of the Mortgage Loans included in the
Trust Estate for such Certificates will be reduced to take into account all
distributions thereon received by the Trustee during the applicable Due Period.
Unless otherwise specified in the applicable Prospectus Supplement, "Spread"
with respect to a Distribution Date for a Series of Multi-Class Certificates
will be the excess of (a) the sum of (i) all payments of principal and interest
received on the related Mortgage Loans (net of the Fixed Retained Yield, if any,
and the applicable Master Servicing Fee and/or Servicing Fee with respect to
such Mortgage Loans) in the Due Period applicable to such Distribution Date and,
in the case of the first Due Period, any amount deposited by the Seller in the
Certificate Account on the Closing Date, (ii) income from reinvestment thereof,
if any, and (iii) to the extent specified in the applicable Prospectus
Supplement, the amount of cash withdrawn from any reserve fund or available
under any other form of credit enhancement for such Series, over (b) the sum of
(i) all interest distributed on the Multi-Class Certificates of such Series on
such Distribution Date, (ii) the Multi-Class Certificate Distribution Amount for
such Series with respect to such Distribution Date, (iii) if applicable to such
Series, any Special Distributions (as described below) in reduction of the
Stated Amount of the Multi-Class Certificates of such Series made since the
preceding Distribution Date for such Series (or since the Closing Date in the
case of the first Distribution Date for such Series), including any accrued
interest distributed with such Special Distributions, (iv) all administrative
and other expenses relating to the Trust Estate payable during the Due Period
preceding such Distribution Date, other than such expenses which are payable by
the Applicable Servicer or the Master Servicer, and any amount required to be
deposited into any reserve fund from funds allocable to the Multi-Class
Certificates in the Certificate Account. Reinvestment income on any reserve fund
will not be included in Spread except to the extent that reinvestment income is
taken into account in calculating the initial amount required to be deposited in
such reserve fund, if any.
VALUATION OF MORTGAGE LOANS
If specified in the Prospectus Supplement relating to a series of
Multi-Class Certificates, for purposes of establishing the principal amount of
Mortgage Loans that will be included in a Trust Estate for such Series, each
Mortgage Loan to be included in such Trust Estate will be assigned an initial
"Pool Value." Unless otherwise specified in the applicable Prospectus
Supplement, the Pool Value of each Mortgage Loan in the Trust Estate for a
Series is the Stated Amount of Multi-Class Certificates of such Series which,
based upon certain assumptions and regardless of any prepayments on such
Mortgage Loans, can be supported by the scheduled payments of principal and
interest on such Mortgage Loans (net of the Fixed Retained Yield on such
Mortgage Loans, if any, and the applicable Servicing Fee), together with
reinvestment earnings thereon, if any, at the Assumed Reinvestment Rate for the
period specified in the related Prospectus Supplement and amounts available to
be withdrawn (if applicable) from any reserve fund for such Series, all as
specified in the applicable Prospectus Supplement. In calculating the Pool Value
of a Mortgage Loan included in the Trust Estate, future distributions on such
Mortgage Loan will be determined based on scheduled payments on such Mortgage
Loan. Any similar Mortgage Loans may be aggregated into one or more groups
(each, a "Pool Value Group"), each of which will be assigned an aggregate Pool
Value calculated as if all such Mortgage Loans in the Pool Value Group
constituted a single mortgage loan having the highest mortgage rate and the
longest maturity of any such mortgage loan for such Pool Value Group. There are
a number of alternative means of determining the Pool Value of a Mortgage Loan
or Pool Value Group, including determinations based on the discounted present
value of the remaining scheduled payments of principal and interest thereon and
determinations based on the relationship between the
33
<PAGE>
Mortgage Interest Rates borne thereby and the Interest Rates of the Multi-Class
Certificates of the related Series. The Prospectus Supplement for each Series
will describe the method or methods (and related assumptions) used to determine
the Pool Values of the Mortgage Loans or the Pool Value Groups for such Series.
In any event, on each Distribution Date, after making the distributions in
reduction of Stated Amount on such Distribution Date, the aggregate of the Pool
Values of all Mortgage Loans and all the Pool Value Groups included in the Trust
Estate for a Series of Certificates will be at least equal to the aggregate
Stated Amount of the Multi-Class Certificates of such Series.
The "Assumed Reinvestment Rate" for a Series of Multi-Class Certificates
will be the highest rate permitted by the Rating Agency or Rating Agencies
rating such Series of Multi-Class Certificates or a rate insured by means of a
surety bond, guaranteed investment contract or similar arrangement satisfactory
to such Rating Agency or Rating Agencies. If the Assumed Reinvestment Rate is so
insured, the related Prospectus Supplement will set forth the terms of such
arrangement.
SPECIAL DISTRIBUTIONS
To the extent specified in the Prospectus Supplement relating to a Series of
Multi-Class Certificates which have other than monthly Distribution Dates, any
such Classes having Stated Amounts may receive special distributions in
reduction of Stated Amount, together with accrued interest on the amount of such
reduction ("Special Distributions") in any month, other than a month in which a
Distribution Date occurs, if, as a result of principal prepayments on the
Mortgage Loans in the related Trust Estate and/or reinvestment yields then
available, the Trustee determines, based on assumptions specified in the
applicable Pooling and Servicing Agreement, that the amount of cash anticipated
to be available on the next Distribution Date for such Series to be distributed
to the holders of such Multi-Class Certificates may be less than the sum of (i)
the interest scheduled to be distributed to such holders and (ii) the amount to
be distributed in reduction of Stated Amount of such Multi-Class Certificates on
such Distribution Date. Any such Special Distributions will be made in the same
priority and manner as distributions in reduction of Stated Amount would be made
on the next Distribution Date.
To the extent specified in the related Prospectus Supplement, one or more
Classes of Certificates of a Series of Multi-Class Certificates may be subject
to special distributions in reduction of the Stated Amount thereof at the option
of the holders of such Certificates, or to mandatory distributions by the Sole
Servicer or Master Servicer. Any such distributions with respect to a Series
will be described in the applicable Prospectus Supplement and will be on such
terms and conditions as described therein and specified in the Pooling and
Servicing Agreement for such Series.
LAST SCHEDULED DISTRIBUTION DATE
The "Last Scheduled Distribution Date" for each Class of Multi-Class
Certificates of a Series having a Stated Amount, to the extent Last Scheduled
Distribution Dates are specified in the applicable Prospectus Supplement, is the
latest date on which (based upon the assumptions set forth in the applicable
Prospectus Supplement) the Stated Amount of such Class is expected to be reduced
to zero. Since the rate of distributions in reduction of Stated Amount of each
such Class of Multi-Class Certificates will depend upon, among other things, the
rate of payment (including prepayments) of the principal of the Mortgage Loans
in the Trust Estate for such Series, the actual last Distribution Date for any
such Class could occur significantly earlier than its Last Scheduled
Distribution Date. To the extent of any delays in receipt of any payments,
insurance proceeds or liquidation proceeds with respect to the Mortgage Loans
included in any Trust Estate, the last Distribution Date for any such Class
could occur later than its Last Scheduled Distribution Date. The rate of
payments on the Mortgage Loans in the Trust Estate for any Series of
Certificates will depend upon their particular characteristics, as well as on
the prevailing level of interest rates from time to time and other economic
factors, and no assurance can be given as to the actual prepayment experience of
the Mortgage Loans. See "Prepayment and Yield Considerations" below.
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<PAGE>
CREDIT SUPPORT
SUBORDINATION
CERTIFICATES OTHER THAN SHIFTING INTEREST CERTIFICATES
If so specified in the Prospectus Supplement relating to a Series of
Certificates, other than a Series of Shifting Interest Certificates, the rights
of the holders of a Class of Subordinated Certificates to receive distributions
will be subordinated to the rights of the holders of a Class of Senior
Certificates, to the extent of the Subordinated Amount specified in such
Prospectus Supplement. The Subordinated Amount will be reduced by an amount
equal to Aggregate Losses and will be further reduced in accordance with a
schedule described in the applicable Prospectus Supplement. "Aggregate Losses"
as defined in the applicable Pooling and Servicing Agreement for any given
period will equal the aggregate amount of delinquencies, losses and other
deficiencies ("Payment Deficiencies") in the amounts due to the Senior
Certificateholders paid or borne by the Subordinated Certificateholders (but
excluding any payments of Senior Class Shortfall Accruals or interest thereon)
during such period, whether such aggregate amount results by way of withdrawals
from the Subordination Reserve Fund (including, prior to the time that the
Subordinated Amount is reduced to zero, any such withdrawal of amounts
attributable to the Initial Deposit, if any), reductions in amounts that would
otherwise have been distributable to the Subordinated Certificateholders on any
Distribution Date, or otherwise; less the aggregate amount of previous Payment
Deficiencies recovered by the related Trust Estate during such period in respect
of the Mortgage Loans giving rise to such previous Payment Deficiencies,
including, without limitation, such recoveries resulting from the receipt of
delinquent principal or interest payments, Liquidation Proceeds and insurance
proceeds (net, in each case, of any applicable Fixed Retained Yield and any
unpaid Servicing Fee to which the Servicer is entitled, foreclosure costs and
other servicing costs, expenses and advances relating to such Mortgage Loans).
The protection afforded to the Senior Certificateholders by the
subordination feature described above will be effected both by the preferential
right, to the extent specified in the applicable Prospectus Supplement, of such
Senior Certificateholders to receive current distributions on the related
Mortgage Loans that would otherwise have been distributable to the Subordinated
Certificateholders and (unless otherwise specified in the applicable Prospectus
Supplement) by the establishment and maintenance of a Subordination Reserve Fund
for such Series. Unless otherwise specified in the applicable Prospectus
Supplement, the Subordination Reserve Fund will not be a part of the Trust
Estate. The Subordination Reserve Fund may be funded initially with an initial
deposit by the Seller (the "Initial Deposit") in an amount set forth in the
applicable Prospectus Supplement. Following the initial issuance of the
Certificates of a Series and until the balance of the Subordination Reserve Fund
(without taking into account the amount of the Initial Deposit) first equals or
exceeds the Specified Subordination Reserve Fund Balance set forth in the
applicable Prospectus Supplement, and unless otherwise specified in the
applicable Prospectus Supplement, the Sole Servicer or Master Servicer will
withhold all amounts that would otherwise have been distributable to the
Subordinated Certificateholders and deposit such amounts (less any portions
thereof required to be distributed to Senior Certificateholders as described
below) in the Subordination Reserve Fund. The time necessary for the
Subordination Reserve Fund of a Series to reach the applicable Specified
Subordination Reserve Fund Balance for such Series after the initial issuance of
the Certificates, and the period for which such balance is maintained, will be
affected by the delinquency, foreclosure and prepayment experience of the
Mortgage Loans in the related Trust Estate and cannot be accurately predicted.
Unless otherwise specified in the applicable Prospectus Supplement, after the
amount in the Subordination Reserve Fund (without taking into account the amount
of the Initial Deposit) for a Series first equals or exceeds the applicable
Specified Subordination Reserve Fund Balance, the Sole Servicer or Master
Servicer will withhold from the Subordinated Certificateholders and will deposit
in the Subordination Reserve Fund such portion of the principal payments on the
Mortgage Loans otherwise distributable to the Subordinated Certificateholders as
may be necessary to maintain the Subordination Reserve Fund (without taking into
account the amount of the Initial Deposit) at the Specified Subordination
Reserve Fund Balance. The Prospectus Supplement for each Series will set forth
the amount of the Specified Subordination Reserve Fund Balance applicable from
time to time and the extent, if any, to which the Specified Subordination
Reserve Fund Balance may be reduced.
In no event will the Specified Subordination Reserve Fund Balance for a
Series ever be required to exceed the Subordinated Amount. In the event the
Subordination Reserve Fund is depleted before the Subordinated Amount is reduced
to zero, the Senior Certificateholders will continue to have a preferential
right, to the extent specified in the applicable Prospectus Supplement, to
receive current distributions of amounts that would otherwise have been
distributable to the Subordinated Certificateholders to the extent of the then
Subordinated Amount.
35
<PAGE>
After the Subordinated Amount is reduced to zero, the Senior
Certificateholders of a Series will, unless otherwise specified in the
applicable Prospectus Supplement, nonetheless have a preferential right to
receive payment of Senior Class Shortfall Accruals and interest which has
accrued thereon from amounts that would otherwise have been distributable to the
Subordinated Certificateholders. The Senior Certificateholders will otherwise
bear their proportionate share of any losses realized on the Trust Estate in
excess of the Subordinated Amount.
Amounts held from time to time in the Subordination Reserve Fund for a
Series will be held for the benefit of the Senior Certificateholders of such
Series until withdrawn from the Subordination Reserve Fund as described below.
If on any Distribution Date while the Subordinated Amount exceeds zero,
there is a Senior Class Shortfall, the Senior Class Certificateholders will be
entitled to receive from current payments on the Mortgage Loans that would
otherwise have been distributable to Subordinated Certificateholders the amount
of such Senior Class Shortfall. If such current payments are insufficient, an
amount equal to the lesser of: (i) the entire amount on deposit in the
Subordination Reserve Fund available for such purpose; or (ii) the amount
necessary to cover the Senior Class Shortfall will be withdrawn from the
Subordination Reserve Fund. Amounts representing investment earnings on amounts
held in the Subordination Reserve Fund will not be available to make payments to
the Senior Certificateholders. If current payments on the Mortgage Loans and
amounts available in the Subordination Reserve Fund are insufficient to pay the
entire Senior Class Shortfall, then amounts held in the Certificate Account for
future distributions will be distributed as necessary to the Senior
Certificateholders.
Amounts withdrawn from the Subordination Reserve Fund for a Series and
deposited in the Certificate Account for such Series will be charged first
against amounts in the Subordination Reserve Fund other than the Initial Deposit
for such Series, and thereafter against such Initial Deposit.
Any amounts in the Subordination Reserve Fund for a Series on a Distribution
Date in excess of the Specified Subordination Reserve Fund Balance on such date
prior to the time the Subordinated Amount for such Series is reduced to zero,
and any amounts remaining in the Subordination Reserve Fund for such Series upon
termination of the trust created by the applicable Pooling and Servicing
Agreement, will be paid, unless otherwise specified in the applicable Prospectus
Supplement, to the Subordinated Certificateholders of such Series in accordance
with their pro rata ownership thereof, or, in the case of a Series with respect
to which an election has been made to treat the Trust Estate (or a segregated
pool of assets therein) as a REMIC, first to the Residual Certificateholders (to
the extent of any portion of the Initial Deposit, if any, and undistributed
reinvestment earnings attributable thereto), and second to the Subordinated
Certificateholders of such Series, in each case in accordance with their pro
rata ownership thereof. Amounts permitted to be distributed from the
Subordination Reserve Fund for a Series will no longer be subject to any claims
or rights of the Senior Certificateholders of such Series.
Funds in the Subordination Reserve Fund for a Series will be invested as
provided in the applicable Pooling and Servicing Agreement in certain types of
eligible investments ("Eligible Investments"). If an election has been made to
treat the Trust Estate (or a segregated pool of assets therein) as a REMIC, no
more than 30% of the income or gain of the Subordination Reserve Fund in any
taxable year may be derived from the sale or other disposition of investments
held for less than three months in the Subordination Reserve Fund. The earnings
on such investments will be withdrawn and paid to the Subordinated
Certificateholders of such Series or to the holders of the Residual
Certificates, in the event that an election has been made to treat the Trust
Estate (or a segregated pool of assets therein) with respect to such Series as a
REMIC, in accordance with their respective interests. Investment income earned
on amounts held in the Subordination Reserve Fund will not be available for
distribution to the Senior Certificateholders or otherwise subject to any claims
or rights of the Senior Certificateholders.
Eligible Investments for monies deposited in the Subordination Reserve Fund
will be specified in the applicable Pooling and Servicing Agreement and, unless
otherwise provided in the applicable Prospectus Supplement, will mature no later
than the next Distribution Date.
Holders of Subordinated Certificates of a Series will not be required to
refund any amounts which have been properly distributed to them, regardless of
whether there are sufficient funds to distribute to Senior Certificateholders
the amounts to which they are later entitled.
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<PAGE>
If specified in the Prospectus Supplement relating to a Series of
Certificates, the Subordination Reserve Fund may be funded in any other manner
acceptable to the Rating Agency and consistent with an election, if any, to
treat the Trust Estate (or a segregated pool of assets therein) for such Series
as a REMIC, as will be more fully described in such Prospectus Supplement.
SHIFTING INTEREST CERTIFICATES
If specified in the applicable Prospectus Supplement, the rights of the
holders of the Subordinated Certificates of a Series of Shifting Interest
Certificates to receive distributions with respect to the Mortgage Loans in the
related Trust Estate will be subordinated to such rights of the holders of the
Senior Certificates of the same Series to the extent described below, except as
otherwise set forth in such Prospectus Supplement. This subordination is
intended to enhance the likelihood of regular receipt by holders of Senior
Certificates of the full amount of scheduled monthly payments of principal and
interest due them and to provide limited protection to the holders of the Senior
Certificates against losses due to mortgagor defaults.
The protection afforded to the holders of Senior Certificates of a Series of
Shifting Interest Certificates by the subordination feature described above will
be effected by 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 and,
to the extent described below, 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.
Losses realized on liquidated Mortgage Loans (other than certain liquidated
Mortgage Loans that are Special Hazard Mortgage Loans 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.
On each Distribution Date, holders of Senior Certificates of each Class
entitled to a percentage of principal payments will generally receive, as part
of their respective Senior Class Distribution Amounts, their respective shares
of the net Liquidation Proceeds actually realized in respect of the applicable
liquidated Mortgage Loans after reimbursement to the Servicer of any previously
unreimbursed Periodic Advances made in respect of such liquidated Mortgage
Loans. See "Description of the Certificates--Distributions to Percentage
Certificateholders--Shifting Interest Certificates."
A Mortgage Loan that becomes a liquidated Mortgage Loan as a result of a
hazard not insured against under a standard hazard insurance policy of the type
described herein is referred to as a "Special Hazard Mortgage Loan". The
"Special Hazard Termination Date" for a Series of Certificates will be the
earlier to occur of (i) the date on which cumulative net losses in respect of
Special Hazard Mortgage Loans exceed the Special Hazard Loss Amount specified in
the applicable Prospectus Supplement or (ii) the Cross-Over Date. Since the
amount of the Special Hazard Loss Amount for a Series of Certificates is
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 other liquidated Mortgage Loans as well
as Special Hazard Mortgage Loans), the holders of Subordinated Certificates of
such Series will bear the risk of losses in the case of Special Hazard Mortgage
Loans to a lesser extent than they will bear losses on other liquidated Mortgage
Loans. Once the Special Hazard Termination Date has occurred, the outstanding
principal balance of each Class of Senior Certificates will be reduced by such
Class's specified percentage of the loss on each Special Hazard Mortgage Loan.
See "Description of the Certificates--Distributions to Percentage
Certificateholders--Shifting Interest Certificates."
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. See "Description of the Certificates--Distributions to Percentage
Certificateholders--Shifting Interest Certificates" for a description of the
consequences of any shortfall of principal or interest.
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.
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OTHER CREDIT ENHANCEMENT
In addition to subordination as discussed above, credit enhancement may be
provided with respect to any Series of Certificates in any other manner which
may be described in the applicable Prospectus Supplement, including, but not
limited to, credit enhancement through an alternative form of subordination
and/or one or more of the methods described below.
LIMITED GUARANTEE
If so specified in the Prospectus Supplement with respect to a Series of
Certificates, credit enhancement may be provided in the form of a limited
guarantee issued by a guarantor named therein.
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 a related 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 related Prospectus
Supplement. The amount and principal terms of any such coverage will be set
forth in the Prospectus Supplement.
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PREPAYMENT AND YIELD CONSIDERATIONS
PASS-THROUGH RATES AND INTEREST RATES
Any Class of Certificates of a Series may have a fixed Pass-Through Rate or
Interest Rate, or a Pass-Through Rate or Interest 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 or Interest Rate for each Class
of Certificates of such Series and will specify whether each such Pass-Through
Rate or Interest 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 related 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. See "Prepayment and Yield Considerations."
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 (other than certain
Classes of Residual Certificates) will be required to pay accrued interest at
the applicable Pass-Through Rate or Interest Rate for such Class from the
Cut-Off Date for such Series to, but not including, the date of issuance. With
respect to Standard Certificates or Stripped Certificates, 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). To the
extent set forth in the related Prospectus Supplement, Multi-Class Certificates
may provide for distributions of interest accrued during periods ending prior to
the related Distribution Date. In any such event, the nature of such scheduled
delays in distribution and the impact on the yield of such Multi-Class
Certificates will be set forth in the related 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 Servicing
Agreement relating to a Series may provide, unless otherwise specified in the
applicable Prospectus Supplement, that with respect to any principal prepayment
in full on or after the Determination Date in the month preceding the month in
which the related Distribution Date occurs and prior to the Due Date in the
month in which such Distribution Date occurs of any Mortgage Loan underlying the
Certificates of such Series, the Sole Servicer will pay into the Certificate
Account, or any other Servicer will pay into the Custodial Account for
remittance to the Master Servicer Custodial Account, for such Series to the
extent funds are available for such purpose from the aggregate Servicing Fees
(or portion thereof as specified in the related Prospectus Supplement) which
such Servicer is entitled to receive relating to mortgagor payments or other
recoveries distributed to Certificateholders on the related Distribution Date,
the amount, if any, of interest at the Net Mortgage Interest Rate for such
Mortgage Loan for the period from the date of such prepayment in full to and
including the end of the month in which such prepayment in full occurs. Unless
otherwise specified in the applicable Prospectus Supplement, no comparable
offset against the Servicing Fee will be provided with respect to partial
prepayments or liquidations of any Mortgage Loans and any interest shortfall
arising from partial
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prepayments or from liquidations either will be covered by means of the
subordination of the rights of Subordinated Certificateholders or any other
credit support arrangements. See "Servicing of the Mortgage Loans--Adjustment to
Servicing Fee in Connection with Prepaid Mortgage Loans."
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 Stripped Certificates may be particularly
sensitive to prepayment rates, and further information with respect to yield on
such Stripped 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. Unless
otherwise specified in the applicable Prospectus Supplement, no Mortgage Loan
will provide for a prepayment penalty. Unless otherwise specified in the
applicable Prospectus Supplement, all fixed rate Mortgage Loans 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 all
adjustable-rate Mortgage Loans 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 Stripped
Certificates may, and the Prospectus Supplement for each Series of Multi-Class
Certificates will, describe one or more such prepayment standards or models and
contain tables setting forth the projected yields to maturity on each Class or
Subclass of Certificates of a Series of Stripped Certificates or, with respect
to a Series of Multi-Class Certificates, the weighted average life of each Class
and the percentage of the original aggregate Stated Amount of each Class that
would be outstanding on specified Distribution Dates for such Series 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 the related
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 related Prospectus Supplement. A number of factors,
including homeowner mobility, economic conditions, 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 Servicing Agreement will require the Applicable
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 in good faith
determines may be restricted by law or that would impair or threaten to impair
any recovery under any related 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.
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At the request of the mortgagor, a Servicer, including PHMC, may allow the
refinancing of a Mortgage Loan in any Trust Estate serviced by such Servicer by
accepting prepayments thereon and permitting a new loan secured by a Mortgage on
the same property. Upon such refinancing, the new loan will not be included in
the Trust Estate. A mortgagor may be legally entitled to require the Servicer to
allow such a refinancing. Any such refinancing will have the same effect as a
prepayment in full of the related Mortgage Loan. In this regard a Servicer may,
from time to time, implement programs designed to encourage refinancing through
such Servicer, including but not limited to general or targeted solicitations,
or the offering of pre-approved applications, reduced origination fees or
closing costs, or other financial incentives. A Servicer may also encourage
refinancing of defaulted Mortgage Loans, including Mortgage Loans that would
permit creditworthy borrowers to assume the outstanding indebtedness.
The Seller will be obligated, under certain circumstances, to repurchase
certain of the Mortgage Loans. In addition, if specified in the applicable
Prospectus Supplement, the Pooling and Servicing Agreement will permit, but not
require, the Seller, Sole Servicer or Master Servicer, and the terms of certain
insurance policies relating to the Mortgage Loans may permit the applicable
insurer, to purchase any delinquent Mortgage Loan. 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 Trust Estates--Mortgage Loans--Assignment of
Mortgage Loans to the Trustee" and"--Optional Repurchases." In addition, if so
specified in the applicable Prospectus Supplement, the Sole Servicer or Master
Servicer 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 a segregated pool 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; Purchase of Mortgage Loans."
THE SELLER
The Prudential Home Mortgage Securities Company, Inc. (the "Seller"), a
direct, wholly owned subsidiary of The Prudential Home Mortgage Company, Inc.
("PHMC") and an indirect, wholly owned subsidiary of Residential Services
Corporation of America and The Prudential Insurance Company of America, a mutual
insurance company organized under the laws of the State of New Jersey
("Prudential Insurance"), is the successor in interest to The Prudential Home
Mortgage Securities Company, a limited purpose general partnership formed
pursuant to the Partnership Law of the State of New York on December 30, 1987
("PHMSCo."). The Seller was incorporated in the State of Delaware on August 21,
1985 under the name Dryden Guaranty Corporation, but did not actively engage in
business prior to December 28, 1988. On July 18, 1988, the Certificate of
Incorporation of the Seller was amended to, among other things, change the name
of Dryden Guaranty Corporation to The Prudential Home Mortgage Securities
Company, Inc. and to limit the purposes for which the Seller exists and, on
December 28, 1988, the Seller acquired all of the assets and assumed all of the
liabilities of PHMSCo., including but not limited to all of PHMSCo.'s rights and
obligations under the Pooling and Servicing Agreements relating to series of
mortgage pass-through certificates previously sold by it.
The limited purposes of the Seller are, in general, to acquire, own and sell
mortgage loans; to issue, acquire, own, hold and sell mortgage pass-through
securities which represent ownership interests in mortgage loans, collections
thereon and related properties; and to engage in any acts which are incidental
to, or necessary, suitable or convenient to accomplish, the foregoing.
The Seller maintains its principal office at 5325 Spectrum Drive, Frederick,
Maryland 21701. Its telephone number is (301) 846-8199.
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 PHMC or another affiliate. The
Seller's only obligation with respect to the Certificates of any Series will be
to repurchase or substitute for Mortgage Loans in a Trust Estate in the event of
defective documentation or upon the failure of certain representations and
warranties made by the Seller. See "The Trust Estates--Mortgage
Loans--Assignment of Mortgage Loans to the Trustee."
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SASCOR
Securitized Asset Services Corporation ("SASCOR"), a New Jersey corporation,
is a direct, wholly owned subsidiary of PHMC and an indirect, wholly owned
subsidiary of Prudential Insurance. SASCOR was formed to master service
residential mortgage loans and to provide securities administration services in
connection with mortgage-backed securities. See "Servicing of the Mortgage
Loans--The Master Servicer" below.
The executive offices of SASCOR are located at 7485 New Horizon Way,
Frederick, Maryland 21701, and its telephone number is (301) 815-6399.
SASCOR is an affiliate of the Seller and PHMC and of the other subsidiaries
of Prudential Insurance described under "PHMC."
PHMC
GENERAL
PHMC is the successor in interest to The Prudential Home Mortgage Company, a
joint venture which was formed under the laws of the State of New York on
November 7, 1984 ("PHMCo."). Immediately prior to November 1987, the partners of
PHMCo., each of which owned a 50% interest in the joint venture, were The
Prudential Mortgage Capital Company, Inc., a New Jersey corporation and an
indirect, wholly owned subsidiary of Prudential Insurance ("PMCC") and TR
Venture Corporation ("TRVC"), a Delaware corporation indirectly, wholly owned by
Salomon Inc and affiliated with Salomon Brothers Inc. During November 1987, PMCC
transferred a 0.1% interest in PHMCo. to its affiliate, PIC Realty Corporation,
and, immediately thereafter, the interest of TRVC in PHMCo. was retired. As a
consequence thereof, PHMCo. became indirectly, wholly owned by Prudential
Insurance, which, in turn, also indirectly, wholly owns the Seller.
PHMC was incorporated in the State of New Jersey on September 18, 1978 under
the name Newark Rehabilitation, Inc., but did not actively engage in business
prior to October 31, 1988. On March 3, 1988, Newark Rehabilitation, Inc. changed
its name to The Prudential Home Mortgage Company, Inc., and, on October 31,
1988, PHMC acquired all of the assets and assumed all of the liabilities of
PHMCo. As used herein and in each Prospectus Supplement, references to PHMC that
relate to activities occurring prior to October 31, 1988 are to PHMCo. From
October 31, 1988 to December 19, 1989, PHMC was a direct, wholly owned
subsidiary of PMCC. On December 19, 1989, all of the common stock of PHMC was
transferred to, and PHMC became a direct, wholly owned subsidiary of,
Residential Services Corporation of America, a direct, wholly owned subsidiary
of Prudential Insurance.
PHMC is engaged principally in the business of originating and purchasing,
for its own account and for the account of its affiliates, residential mortgage
loans secured by one- to four-family homes located throughout the United States
and made in order to purchase those homes or to refinance prior loans secured by
such homes. PHMC also processes loans for other originators. See "--Mortgage
Origination Processing" below. The executive offices of PHMC are located at 8000
Maryland Avenue, Suite 1400, Clayton, Missouri 63105, and its telephone number
is (314) 726-3900.
PHMC is an affiliate of Lender's Service, Inc., a Delaware corporation
("LSI"), formerly known as Lender's Service Acquisition Corporation, which is a
wholly owned subsidiary of Residential Services Corporation of America and an
indirect wholly owned subsidiary of Prudential Insurance, and which is the
successor in interest to Lender's Service, Inc., a Pennsylvania corporation. LSI
maintains a relationship with a nationwide network of appraisers; these
appraisers perform work for LSI on an independent-contractor basis. Appraisals,
review appraisals and recertifications obtained in connection with mortgage
loans originated or acquired by PHMC may be obtained through LSI. See
"--Mortgage Loan Underwriting" below. LSI may also act as a title insurance
agent for various title insurance companies, and as a vendor of credit reports
for UCB Services, a national mortgage reporting company, with respect to
mortgage loans, including the Mortgage Loans. PHMC is also an affiliate of
Private Label Mortgage Services Corporation ("PLMSC"), a wholly owned subsidiary
of Residential Services Corporation of America and an indirect wholly owned
subsidiary of Prudential Insurance, which processes loans for mortgage loan
originators. PLMSC does not process loans for PHMC but may process Mortgage
Loans acquired by PHMC from other originators. PHMC is also an affiliate of
Prudential Property and Casualty Insurance Company, a wholly owned, indirect
subsidiary of Prudential Insurance, which offers casualty insurance for
residential properties, which may include the Mortgaged Properties. PHMC is an
affiliate of The Prudential Bank and Trust Company, a Georgia bank, for which
PHMC processes applications for home equity loans secured by residential
properties, which may include the Mortgaged Properties. PHMC is also an
affiliate of The Prudential Real
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Estate Affiliates, Inc., which may, directly or through real estate brokers,
refer loan originations to PHMC. PHMC is also an affiliate of The Prudential
Savings Bank, a savings and loan association, which may offer services to the
mortgagors of the Mortgage Loans. PHMC is also an affiliate of Prudential
Residential Services Limited Partnership and The Prudential Real Estate
Affiliates, Inc. (collectively, "PRR"). PRR primarily offers relocation services
to corporate employees and residential brokerage services to the public. PRR
may, directly or through real estate brokers, refer loan originations to PHMC.
PHMC is also an affiliate of a number of other insurance providers (including
providers of life, health, disability, automobile and personal catastrophe
insurance) and financial services providers (including providers of annuities,
mutual funds, retirement accounts, financial planning services, credit cards,
securities and commodities brokerage and asset management), all of which may
offer services to the mortgagors of the Mortgage Loans.
PHMC conducts its mortgage loan processing through centralized production
offices located in Costa Mesa, California, Frederick, Maryland and Minneapolis,
Minnesota. At these locations, PHMC receives applications for home mortgage
loans on toll-free telephone numbers that can be called from anywhere in the
United States. In addition, PHMC maintains marketing offices in certain major
metropolitan centers in the United States. While the manner in which it conducts
its business does not generally entail face-to-face interactions with borrowers,
PHMC has varying degrees of direct contact with borrowers under the mortgage
origination and acquisition programs described below. Since PHMC takes a more
active role in loan processing in connection with those programs that involve
the referral of applicants or the acquisition of mortgage loans directly from
mortgage brokers, rather than the purchase of completed loan packages, borrower
contact tends to be more frequent where PHMC functions as the originator of the
mortgage loans.
On May 31, 1991, PHMC acquired certain assets and operations of A Mortgage
Company, formerly America's Mortgage Company ("AMC"), located in Springfield,
Illinois. AMC's business consisted primarily of the origination and acquisition
of mortgage loans insured or guaranteed by the Federal Housing Administration
and the United States Department of Veterans Affairs ("FHA/VA loans"), the
issuance and sale of securities guaranteed by the Government National Mortgage
Association ("GNMA"), which securities were backed by pools of FHA/VA loans, and
the servicing of such mortgage loans. These activities are now being conducted
by PHMC from the Springfield, Illinois location. The description of PHMC's
activities elsewhere in this Prospectus relate to conventional rather than to
FHA/VA loans, since the Mortgage Loans to be included in the Trust Estate for
any Series of Certificates will be comprised exclusively of conventional loans.
MORTGAGE LOAN PRODUCTION SOURCES
Unless otherwise specified in the applicable Prospectus Supplement, PHMC's
primary sources of mortgage loans are (i) selected corporate clients and
prospective borrowers (including borrowers with mortgage loans currently
serviced by PHMC or borrowers referred by borrowers with mortgage loans
currently serviced by PHMC), (ii) mortgage brokers and similar entities, and
(iii) other originators. The first two categories involve the origination of
mortgage loans by PHMC through either direct contact with the applicant or the
referral of applicants to PHMC by the respective sources; the third category
involves the acquisition by PHMC of qualifying mortgage loans presented to PHMC
by such third parties. The relative contribution of each of these sources to
PHMC's business, measured by the volume of loans generated, tends to fluctuate
over time.
Mortgage loans generated through contacts with corporate clients,
prospective borrowers or mortgage brokers and similar entities typically involve
either direct contact with the applicant or the referral of a loan applicant to
PHMC; the gathering of credit-related and property-specific information by PHMC;
and the decision by PHMC, based on its analysis of such information, as to the
suitability of its making the loan. It is characteristic of PHMC's practice with
respect to loans generated as a result of direct contact with prospective
borrowers or referrals from these sources that PHMC, itself, orders appraisals
(most frequently, the original appraisals, but in some cases, review appraisals)
and credit reports. The level of involvement by PHMC in other aspects of the
processing of these loans varies considerably; whereas, PHMC typically assists
the borrower who is directly contacted by PHMC or referred to PHMC by a borrower
with a mortgage loan currently serviced by PHMC or referred by corporate clients
through the application stage, PHMC tends to have limited contact with those
borrowers whose applications are processed on PHMC's behalf by certain mortgage
brokers or similar entities, as discussed below. Taken as a whole, however,
PHMC's processing role in connection with loans generated either as a result of
direct contact with prospective borrowers or referrals generally exceeds the
more limited processing role associated with loans acquired by PHMC from other
originators. It is PHMC's
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general practice to review and evaluate the loan file submitted to it by the
other originator; order a new credit report; under certain limited
circumstances, order a review appraisal; and, on the basis of its analysis of
both the data that it has received and the data that it has gathered, determine
whether to accept or reject the loan. For each loan purchased by PHMC, the
seller, or the other originator that previously sold the loan to PHMC's seller,
will have taken the borrower's loan application, obtained the initial credit
reports, ordered the original appraisal and provided all necessary documentation
and disclosure relating to compliance with federal, state or local law
applicable to mortgage loan origination and servicing.
PHMC's direct contacts with prospective borrowers (including borrowers with
mortgage loans currently serviced by PHMC) are made 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. PHMC 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 PHMC's corporate clients are companies that sponsor relocation
programs for their employees and in connection with which PHMC 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 all Subsidy Loans are 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 PHMC through referrals from its corporate
clients: some relocation loans are generated as a result of referrals from
mortgage brokers and similar entities; others are generated through PHMC's
acquisition of mortgage loans from other originators.) Also among PHMC's
corporate clients are various professional associations. These associations, as
well as the other corporate clients, promote the availability of a broad range
of PHMC mortgage products to their members or employees, including refinance
loans, second-home loans and investment-property loans.
Mortgage brokers, realtors (including affiliates of Prudential Insurance),
mortgage bankers, commercial bankers, developers, and builders also refer loan
applicants to PHMC. Although the extent to which mortgage brokers or similar
entities will assist borrowers in the application process varies considerably,
PHMC's role in the processing of loans originated under this program typically
involves the ordering of credit reports, as well as the ordering of the property
appraisal. PHMC may, however, permit certain mortgage brokers and similar
entities to make an initial determination as to compliance of mortgage loans
with PHMC's underwriting guidelines. Under such circumstances, the applicable
third parties take the loan applications, obtain the borrowers' credit reports
and order the property appraisals from qualified appraisers. In advance of
reaching a financing decision with respect to such loans, PHMC will typically
order both review appraisals and additional credit reports.
In order to qualify for participation in PHMC'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 PHMC for consistency with PHMC's
underwriting guidelines or the standards of a Pool Insurer and represent that
each loan was underwritten in accordance with PHMC standards or the standards of
a Pool Insurer, and (v) utilize the services of qualified appraisers. The
contractual arrangements with eligible originators may involve the commitment by
PHMC 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 other originator. The
contractual arrangements with eligible originators may also involve the
delegation of all underwriting functions to such originators ("Delegated
Underwriting"), which will result in PHMC not performing any underwriting
functions prior to acquisition of the loan but instead relying on such
originators' representations, and PHMC's post-purchase reviews of samplings of
mortgage loans acquired from such originators regarding the originators'
compliance with PHMC's underwriting standards. In all instances, however,
acceptance by PHMC is contingent upon the loans being found to satisfy PHMC's
program standards or the standards of a Pool Insurer. PHMC may also acquire
portfolios of seasoned loans in negotiated transactions.
MORTGAGE LOAN UNDERWRITING
PHMC's underwriting standards are applied by or on behalf of PHMC 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
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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. PHMC'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.
In November 1994, PHMC implemented enhanced credit scoring ("ECS") as a tool
to supplement the mortgage loan underwriting process. ECS assists PHMC in the
mortgage loan approval process by providing consistent, objective measures of
borrower credit and loan attributes. An "ECS Score" is a combination of two
parts, the first being a credit score and the second being an application score.
The credit score assists in a determination of the credit quality of the
borrower. The application score, which incorporates certain loan application and
borrower characteristics (such as Loan-to-Value Ratio and borrower occupation),
reflects risk attributes specific to the proposed loan and the borrower. The ECS
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 ECS 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 ECS Score (based upon the mortgage
loan production source) are subject generally to streamlined credit review
(which automates various elements of the underwriting process) and limited
documentation requirements and are permitted a greater latitude in the
application of borrower debt-to-income ratios.
With respect to all mortgage loans underwritten by PHMC, PHMC's underwriting
of a mortgage loan may be based on data obtained by parties other than PHMC 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 third-party lenders, certain mortgage
brokers or similar entities that have been approved by PHMC to process loans on
its behalf, or independent contractors hired by PHMC to perform underwriting
services on its behalf ("contract underwriters") make initial determinations as
to the consistency of loans with PHMC underwriting guidelines. In such
instances, certain information may, but need not necessarily, be resolicited by
PHMC in connection with its approval process. For example, PHMC will typically
order a second credit report, but it will only order a review appraisal under
certain limited circumstances, in advance of reaching a purchase or funding
decision. When contract underwriters are used, PHMC will generally not order any
supplemental documentation but will review the information collected by these
providers, who are trained by PHMC personnel in PHMC's underwriting practices
and are required to review all loans in accordance with PHMC's underwriting
guidelines.
The underwriting of mortgage loans acquired by PHMC pursuant to a Delegated
Underwriting arrangement with another originator is not reviewed prior to
acquisition of the mortgage loan by PHMC although the mortgage loan file is
reviewed by PHMC to confirm that certain documents are included in the file.
Instead, PHMC relies on (i) the originator's representations that such mortgage
loan was underwritten in accordance with PHMC'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 PHMC
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 type of credit report
obtained by or on behalf of PHMC, and that PHMC authorizes parties referring or
selling loans to it to obtain, is a computer-generated report that
electronically merges the information gathered from the data bases of two major
consumer credit repositories (these repositories produce what are commonly
referred to as "in-file" credit reports). In connection with its underwriting
procedure, PHMC will, with the exception of the use of contract underwriters and
Delegated Underwriting arrangements obtained by or on behalf of PHMC, itself
order a credit report of the type described, whether or not a report has
previously been ordered with
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respect to an applicant for whom another party has processed or approved the
loan. Certain of the credit reports obtained by or on behalf of PHMC may be
purchased through a credit reporting service with which LSI has a contractual
relationship. The credit review process generally is streamlined for borrowers
with a qualifying ECS 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
PHMC, but PHMC's underwriting guidelines require, in most instances, a verbal or
written verification of employment to be obtained. 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. Such waivers or reduced-documentation options are, in general,
available for owner-occupied properties where the ratio of the loan amount to
the property value does not exceed 80%. The interest rate may be higher with
respect to a loan which has been processed according to a reduced documentation
program than a loan which has been processed under a full documentation program.
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. The least restrictive
reduced-documentation programs apply to the applicant for a relocation loan and
to the borrower whose loan amount does not exceed $500,000 and whose
Loan-to-Value Ratio is not in excess of 70%. PHMC 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, all borrowers applying for loans with Loan-to-Value Ratios less
than or equal to 90%, other than borrowers applying for loans that are not loans
with respect to a principal residence, generally must demonstrate that the ratio
of their total monthly housing debt to their monthly gross income does not
exceed 33%, and that the ratio of their total monthly debt to their monthly
gross income does not exceed 38%; all other borrowers generally must satisfy 28%
and 36% ratios, respectively. 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 the foregoing ratios is generally
the initial mortgage interest rate, which is generally 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, the
foregoing 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 approximately 2.50%
lower than the Mortgage Interest Rate. See "The Trust Estates--Mortgage Loans."
These ratios may be exceeded if certain compensating factors are identified,
including a large downpayment, a large equity position on a refinance, an
excellent credit history, substantial liquid net worth, the potential of the
borrower for continued employment advancement or income growth, or the ability
of the borrower to accumulate assets or to devote a greater portion of income to
basic needs such as housing expense. Borrowers with an ECS Score which qualifies
for streamlined credit review generally may have a ratio of total monthly debt
to monthly gross income significantly in excess of 38%, and the ratio of total
monthly housing debt to monthly gross income may not be considered by PHMC in
the underwriting of a loan to such a borrower. 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 described above, 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
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an application with respect to a "non-owner-occupied" property, which PHMC
defines as a property leased to a third party by its owner (as distinct from a
"second home," which PHMC defines as an owner-occupied, non-rental property that
is not the owner's principal residence), PHMC 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.
Property value is established in connection with the origination of any
mortgage loan (whether the loan is originated for purchase or refinancing
purposes) by means of an appraisal, which is typically ordered by the party
originating the related mortgage loan. Consistent with this practice, the
appraisals with respect to the loans generated through corporate contacts or
through referrals from mortgage brokers or other similar entities (other than
those certain mortgage brokers or similar entities that process mortgage loans
on PHMC's behalf) are generally ordered by PHMC, while the appraisals with
respect to the loans sold to PHMC by third-party lenders or certain mortgage
brokers are ordered by those other originators. PHMC may, however, at its
discretion, order a review appraisal with respect to any loan generated by a
third-party lender or mortgage broker; in addition, PHMC typically orders review
appraisals with respect to loans that certain mortgage brokers or similar
entities process on its behalf. A review appraisal, like the original appraisal,
typically involves the making of a site visit, the taking of photographs, and
the gathering of data on comparable properties. Unlike original appraisals,
however, review appraisals do not include an inspection of the interior of the
house. A review appraisal is generally used to validate the decision made based
upon the original appraisal. If the variance between the original and the review
appraisal is significant, an explanation will be sought and the underwriting
decision may be reevaluated. In certain instances, which most frequently involve
the postponement of the closing with respect to a mortgage loan on a newly built
home, the recertification of an appraisal may be required. A recertification
includes a physical inspection of the exterior of the property and a statement
by an appraiser that the present value of the property is no lower than that
reflected on the original appraisal.
There can be no assurance that the values determined by the appraisers as of
the dates of appraisal represent the prices at which the related Mortgaged
Properties can be sold, either as of the dates of appraisal or at foreclosure.
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. See "The
Trust Estates--Mortgage Loans" herein.
In connection with all mortgage loans that it originates, PHMC currently
obtains appraisals through LSI. Review appraisals with respect to mortgage loans
that PHMC acquires, or with respect to mortgage loans that PHMC originates but
that certain mortgage brokers or similar entities process on its behalf, are
also likely to be obtained through LSI. LSI also provides its services to some
third-party lenders and mortgage brokers which sell or refer mortgage loans to
PHMC.
Many residential mortgage lenders have not originated mortgage loans with
Loan-to-Value Ratios in excess of 80% unless primary mortgage insurance was
obtained. PHMC, however, does not require primary mortgage insurance on loans up
to $500,000 that have Loan-to-Value Ratios exceeding 80%. Only primary
residences (excluding cooperatives) are eligible for this program. Each
qualifying loan will be made at an interest rate that is higher than the rate
would be if the Loan-to-Value Ratio was 80% or less or if primary mortgage
insurance was obtained. Loans that do not qualify for such program may be
approved if primary mortgage insurance is obtained from an approved primary
mortgage insurance company. In such cases, the excess over 75% will be covered
by primary mortgage insurance until the unpaid principal balance of the Mortgage
Loan is reduced to an amount that will result in a Loan-to-Value Ratio less than
or equal to 80%.
Where permitted by law, PHMC 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
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similar items with respect to the related mortgage loan. PHMC 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.
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. PHMC 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 by lease agreements. In the case of
refinancings, the loan originator must require, among other things, that there
has not been more than one delinquency in the prior 12 months nor, in the case
of mortgage loans reviewed by GEMICO, any delinquency in the past 90 days on the
prior mortgage loan.
In determining the adequacy of the Mortgaged Property as collateral, an
independent appraisal must be made of each property considered for financing.
Each appraiser must be selected in accordance with predetermined guidelines
established for appraisers. The appraiser is required to inspect the property
and verify that it is in good condition and that construction, if new, has been
completed. The appraisal is based on the market value of comparable homes. No
appraisal more than six months old will be accepted by GEMICO and no appraisal
more than 120 days old will be accepted by UGRIC.
Once all applicable employment, credit and property information is received,
a determination must be made by the loan originator (and confirmed on review by
GEMICO or UGRIC) as to whether the prospective borrower has sufficient monthly
income to meet (i) the monthly payment obligations on the proposed mortgage loan
(including principal and interest payments, real estate taxes, insurance on the
subject property, and homeowners' association dues and secondary financing, if
any), and (ii) the aggregate of the foregoing and all other financial
obligations not expected to be fully repaid within the next 10 months. As a
general rule, GEMICO and UGRIC require the ratio of a prospective borrower's
debt, as described in clauses (i) and (ii) above, to such borrower's income to
be 33% and 38%, respectively for fixed rate, fixed payment loans. The ratios
required for adjustable rate loans are slightly lower. The general rule may be
varied, and higher debt-to-income ratios may be permitted, in appropriate cases
characterized by lower Loan-to-Value Ratios or other favorable factors.
In some special cases, GEMICO and UGRIC may underwrite loans under a
"limited documentation" program. With respect to such loans, limited
investigation into the borrower's credit history and income profile is
undertaken by the originator and such loans may be underwritten primarily on the
basis of an appraisal of the mortgaged property and Loan-to-Value Ratio on
origination. Thus, if the Loan-to-Value Ratio is less than the percentage
required under standard guidelines, the originator may forego certain aspects of
the review relating to monthly income, and, in the case of mortgage loans
reviewed by GEMICO, traditional ratios of monthly or total expenses to gross
income may not be applied. At a minimum, a limited documentation program must
require a loan application, a credit report, an appraisal acceptable to
FNMA/FHLMC performed by an independent appraiser, and a verification of
downpayment or three months of bank statements. The maximum Loan-to-Value Ratio
allowed under any limited documentation program underwritten by GEMICO and UGRIC
is 70%. UGRIC's "limited documentation" program is limited exclusively to self-
employed borrowers.
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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.
Neither the Certificates nor the Mortgage Loans are insured or guaranteed
under a mortgage pool insurance policy issued by GEMICO or UGRIC.
MORTGAGE ORIGINATION PROCESSING
PHMC or PLMSC may provide loan processing services, including document
preparation, underwriting analysis and closing functions, to other loan
originators. It is possible that PHMC may purchase loans from such loan
originators, or from mortgage sellers that purchased loans from such
originators, that PHMC itself or PLMSC processed. Any such loans purchased by
PHMC will meet PHMC's underwriting guidelines.
SERVICING
Prior to June 30, 1989, all residential mortgage loans originated or
purchased by PHMC for its own account or for the account of Prudential Insurance
were serviced by its affiliate, PMCC. On June 30, 1989, PHMC assumed all of the
residential mortgage servicing activities then being performed by PMCC. PHMC is
an approved servicer of FNMA, FHLMC and GNMA. As of December 31, 1994, PHMC had
a net worth of approximately $524 million. See "Servicing of the Mortgage
Loans--The Servicers" below.
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 PHMC. It is expected that PHMC 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.
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 Agreements 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 Underlying Servicing Agreements and/or the Pooling and
Servicing Agreement for each Series of Certificates and the applicable
Prospectus Supplement.
THE MASTER SERVICER
Unless otherwise specified in the related Prospectus Supplement, the Master
Servicer with respect to a Series of Certificates for which there are more than
one Servicer will be SASCOR. See "SASCOR" above. Unless otherwise specified in
the related Prospectus Supplement, the Master Servicer 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) oversight of payments received on Mortgage Loans, (ii) monitoring
the amounts on deposit in various trust accounts, (iii) calculation of the
amounts payable to Certificateholders on each Distribution Date, (iv)
preparation of periodic reports to the Trustee or the Certificateholders with
respect to the foregoing matters, (v) preparation of federal and state tax and
information returns and (vi) preparation of reports, if any, required under the
Securities and Exchange Act of 1934, as amended; (b) administer and supervise
the performance by the Servicers of their duties and responsibilities under the
Underlying Servicing Agreements; (c) maintain any mortgage pool insurance
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policy, mortgagor bankruptcy bond, special hazard insurance policy or other form
of credit support that may be required; (d) 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; and (e)
perform certain of the servicing obligations of a terminated Servicer as
described below under "Servicing of Mortgage Loans--The Servicers." 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 PHMC or any other
entity the administrative 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 "Servicing of the Mortgage Loans--Certain Matters
Regarding the Sole Servicer or Master Servicer."
THE SOLE SERVICER
PHMC, with respect to a Series of Certificates where PHMC is the only
Servicer of the related Mortgage Loans, is referred to herein as the "Sole
Servicer." See "PHMC--Servicing" above. The Sole Servicer may subcontract its
servicing obligations under any Pooling and Servicing Agreement. The Sole
Servicer will remain primarily liable for any such subservicer's performance in
accordance with the applicable Pooling and Servicing Agreement. The Sole
Servicer presently intends to subcontract certain of its administrative
functions under the Pooling and Servicing Agreements to SASCOR. See "SASCOR"
above. The Sole Servicer may be released from its obligations in certain
circumstances. See "Servicing of the Mortgage Loans--Certain Matters Regarding
the Sole Servicer or Master Servicer."
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 PHMC's servicing portfolio which
were originated or acquired by PHMC 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. PHMC's total servicing portfolio of Program Loans as of
any date may include 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 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.
Except as otherwise specified herein, the Sole Servicer will perform
customary servicing functions as described under "--The Servicers" below.
THE SERVICERS
For each Series other than those Series where PHMC is the Sole Servicer,
PHMC and one or more other Servicers will provide certain customary servicing
functions with respect to Mortgage Loans pursuant to separate servicing
agreements ("Underlying Servicing Agreements") with the Seller or an affiliate
thereof. The rights of the Seller or such affiliate under the applicable
Underlying Servicing Agreements in respect of the Mortgage Loans included in the
Trust Estate for any such Series will be assigned (directly or indirectly) to
the Trustee for such Series. The Servicers may be entitled to withhold their
Servicing Fees and certain other fees and charges from remittances of payments
received on Mortgage Loans serviced by them.
Each Servicer generally will be approved by FNMA or FHLMC as a servicer of
mortgage loans and must be approved by the Master Servicer. In determining
whether to approve a Servicer, the Master Servicer will review the credit of the
Servicer, including capitalization ratios, liquidity, profitability and other
similar items that indicate financial ability to perform its obligations. In
addition, the 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. Generally, the Master Servicer will not
approve a Servicer unless the Servicer has serviced conventional mortgage loans
for a minimum of three years and maintains a loan servicing portfolio of at
least $500,000,000. Servicers approved by the Master Servicer must have a
tangible net worth (total net worth less good will) of at least $10,000,000.
Once a Servicer is approved, the Master Servicer will continue to monitor on an
annual basis the financial position and servicing performance of the Servicer.
The duties to be performed by each Servicer include collection and
remittance of principal and interest payments on the Mortgage Loans,
administration of mortgage escrow accounts, collection of insurance claims,
foreclosure
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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, certain servicing obligations of a Servicer may be delegated to
another person approved by the Master Servicer.
The Master Servicer or the Trustee 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 PHMC) 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 due to a breach by such Servicer of a representation or warranty in
respect of such Mortgage Loan, (ii) purchase from the Trust any converted
mortgage loan or (iii) advance payments of principal and interest on a
delinquent Mortgage Loan in excess of the Master Servicer's independent advance
obligation under the Pooling and Servicing Agreement.
PAYMENTS ON MORTGAGE LOANS
The Sole Servicer or Master Servicer will, as to each Series of
Certificates, establish and maintain a separate trust account or accounts in the
name of the Trustee (the "Certificate Account") and, in the case of the Master
Servicer, a separate trust account in the name of the Master Servicer on behalf
of the Trustee (the "Master Servicer Custodial Account"). The Master Servicer
may designate the Certificate Account as the Master Servicer Custodial Account
for any Series. Each such account must be maintained with a depository
institution (the "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 which) 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 a segregated pool of assets therein) to fail to qualify as a REMIC. To the
extent that the portion of funds deposited in the Certificate Account or the
Master Servicer Custodial 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 of Shifting Interest Certificates 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 having more than one Servicer, each Servicer will be required to
establish and maintain one or more accounts (collectively, the "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 Custodial Account must be a separate custodial account insured to the
available limits by the FDIC and limited to funds held with respect to a
particular Series, unless the Underlying Servicing Agreement specifies that a
Servicer may establish an account which is either (i) an Eligible Account, (ii)
maintained as a trust account or accounts with the trust department of a federal
or state chartered depository institution or trust company acting in its
fiduciary capacity or (iii) such other account that is acceptable to the Master
Servicer ("Eligible Custodial Account") to serve as a unitary Custodial Account
both for such Series and for other Series of Certificates for which SASCOR is
the Master Servicer and having the same financial institution 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 Master Servicer Custodial
Account for each Series of Certificates having more than one Servicer 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
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received on or prior thereto, and except as specified in the applicable Pooling
and Servicing Agreement or Underlying Servicing Agreement, will deposit in the
Custodial Account on receipt and, thereafter, not later than the 18th calendar
day of each month or such other day as may be specified in the Servicing
Agreement (the "Remittance Date"), will remit to the Master Servicer for deposit
in the Master Servicer Custodial 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).
In the case of a Series having a single Servicer, the Sole Servicer will be
required to deposit such amounts in the Certificate Account on a daily basis:
(i) all payments on account of principal, including prepayments, and
interest;
(ii) all amounts received by the Applicable 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
Servicing Agreement, the amount of any expenses incurred in connection with
the liquidation of such Mortgage Loans;
(iii) all proceeds received by the Applicable 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
Servicing Agreement;
(iv) all Periodic Advances made by the Applicable Servicer;
(v) all amounts withdrawn from Buy-Down Funds or Subsidy Funds, if any,
with respect to such Mortgage Loans, in accordance with the terms of the
respective agreements applicable thereto;
(vi) all proceeds of any such Mortgage Loans or property acquired in
respect thereof purchased or repurchased pursuant to the Pooling and
Servicing Agreement or the Underlying Servicing Agreement; and
(vii) all other amounts required to be deposited therein pursuant to the
applicable Pooling and Servicing Agreement or the Underlying Servicing
Agreement.
Notwithstanding the foregoing, if at any time the sums in (x) any Custodial
Account other than any Eligible Custodial Account exceed $100,000 or (y) any
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 Master Servicer Custodial Account.
Notwithstanding the foregoing, each Applicable Servicer will be entitled, at
its election, either (a) to withhold and pay itself the applicable Servicing Fee
and/or to withhold and pay to the owner thereof the Fixed Retained Yield, if
any, from any payment or other recovery on account of interest as received and
prior to deposit in the Custodial Account, or Certificate Account in the case of
the Sole Servicer, or (b) to withdraw from the Custodial Account, or Certificate
Account in the case of the Sole Servicer, the applicable Servicing Fee and/or
the Fixed Retained Yield, if any, after the entire payment or recovery has been
deposited in such account; provided, however, that with respect to each Trust
Estate (or a segregated pool of assets therein) as to which a REMIC election has
been made, each Applicable Servicer will, in each instance, withhold and pay to
the owner thereof the Fixed Retained Yield prior to deposit of the related
payment or recovery in the Custodial Account, or Certificate Account in the case
of the Sole Servicer.
The Master Servicer will deposit in the Master Servicer Custodial Account
any Periodic Advances made by the Master Servicer in the event of a Servicer
default, amounts withdrawn from any reserve fund and amounts available under any
other form of credit enhancement not later than the Distribution Date on which
such amounts are required to be distributed. All other amounts will be deposited
in the Master Servicer Custodial 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 Master
Servicer Custodial Account and remit to the Certificate Account all amounts
allocable to the Pool Distribution Amount for such Distribution Date.
If the Master Servicer or Sole Servicer or a Servicer deposits in the Master
Servicer Custodial Account or the Certificate Account for a Series any amount
not required to be deposited therein, the Master Servicer or Sole Servicer
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may at any time withdraw such amount from such account for itself or for
remittance to such Servicer, as applicable. Funds on deposit in the Master
Servicer Custodial Account or the Certificate Account may be invested in certain
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 a segregated pool 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 or Sole
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 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 or Sole Servicer as additional compensation and all losses from
any such investment will be deposited by the Master Servicer or Sole Servicer
out of its own funds to the Master Servicer Custodial Account or the Certificate
Account, as applicable, immediately as realized.
The Master Servicer is permitted, from time to time, to make withdrawals
from the Master Servicer Custodial Account or the Certificate Account and the
Sole 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 Custodial Account are not sufficient therefor):
(i) to reimburse itself in the case of the Sole Servicer or itself, the
Trustee or any Servicer in the case of the Master Servicer for Advances;
(ii) to reimburse itself in the case of the Sole Servicer or itself or
any Servicer in the case of the Master 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 or Servicing
Fee and any other amounts constituting additional servicing compensation; or
to pay to the owner thereof any Fixed Retained Yield, in the event the
Servicer, including the Sole Servicer, is not required, and has elected not,
to withhold such amounts out of any payment or other recovery with respect
to a particular Mortgage Loan prior to the deposit of such payment or
recovery in the Master Servicer Custodial Account or the Certificate
Account;
(iv) to reimburse itself in the case of the Sole Servicer or itself or
any Servicer in the case of the Master 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, the Sole 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 the Sole Servicer or the Master
Servicer, respectively, 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 Master Servicer Custodial Account or the
Certificate Account (all such interest or income to be withdrawn not later
than the next Distribution Date);
(vii) to pay to itself in the case of the Sole Servicer or itself or the
Servicer in the case of the Master Servicer, as applicable, from net
Liquidation Proceeds allocable to interest, the amount of any unpaid Master
Servicing Fee or Servicing Fees and any unpaid assumption fees, late payment
charges or other mortgagor charges on the related Mortgage Loan;
(viii) to withdraw from the Master Servicer Custodial Account or the
Certificate Account any amount deposited in such account that was not
required to be deposited therein;
(ix) to make withdrawals from the Certificate Account in order to make
distributions to Certificateholders; and
(x) to clear and terminate the Master Servicer Custodial Account or the
Certificate Account.
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The Master Servicer or Sole Servicer will be authorized to appoint a paying
agent (the "Paying Agent") to make distributions, as agent for the Master
Servicer or Sole 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 or Sole Servicer will, prior to
each Distribution Date, deposit in immediately available funds in an account
designated by the Paying Agent the amount required to be distributed to the
Certificateholders on such Distribution Date.
The Master Servicer or Sole Servicer will cause any Paying Agent which 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 or Sole
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 or
Sole Servicer in the making of such deposit; and
(3) at any time during the continuance of any such default, upon written
request of the Trustee, forthwith pay to the Trustee all amounts held in
trust by such Paying Agent.
PERIODIC ADVANCES AND LIMITATIONS THEREON
With respect to each Series involving the Sole Servicer, the Sole Servicer
will agree to make Periodic Advances in the amounts specified in the applicable
Prospectus Supplement. Funds of the Sole Servicer so advanced are recoverable by
the Sole Servicer out of amounts received on Mortgage Loans with respect to
which such funds were advanced and which represent late recoveries of principal
and/or interest respecting which any such Periodic Advance was made, or, if the
Sole Servicer determines that any Periodic Advance may not be so recoverable,
out of any funds in the Certificate Account. The Sole Servicer will make
Periodic Advances only if it determines that funds will ultimately be available
to reimburse it. If specified in the applicable Prospectus Supplement, a reserve
fund may be established with respect to any Series of Certificates in order to
provide a source of liquidity for Periodic Advances by the Sole Servicer. Any
such reserve fund will be funded by a deposit made by the Sole Servicer in such
an amount specified, and will otherwise be as described, in the applicable
Prospectus Supplement.
Generally, in the case of a Series involving more than one Servicer, 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") 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 the Servicer, the Master Servicer or Trustee may, 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 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 Servicer and the Master Servicer fail to make a required
advance.
The Advance obligation of the Master Servicer or the Trustee may be further
limited to an amount specified by the Rating Agency rating the Certificates. Any
such Periodic Advances by the Servicers, the Master Servicer or the Trustee, as
the case may be, must be deposited into the applicable Custodial Account or into
the Master 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, the Master Servicer or
the 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
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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.
If specified in the applicable Prospectus Supplement, a reserve fund (which
may be held outside the Trust) may be established with respect to any Series of
Certificates in order to provide a source of liquidity for Periodic Advances by
a Servicer, the Master Servicer or the Trustee. Any such reserve fund will be
funded by a deposit made by such Servicer or the Master Servicer in such an
amount specified, and will otherwise be as described, in the applicable
Prospectus Supplement.
Any Periodic Advances made by a Servicer or the Master Servicer 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 Certificate of such Series. However, neither the
Master Servicer, the Trustee nor any Servicer will insure or guarantee the
Certificates of any Series or the Mortgage Loans included in the Trust Estate
for any Certificates.
ADJUSTMENT TO SERVICING FEE IN CONNECTION WITH PREPAID MORTGAGE LOANS
When a mortgagor prepays all or part of a Mortgage Loan, the mortgagor pays
interest on the amount prepaid only to the date on which the principal
prepayment is applied to the principal balance thereof. To the extent specified
in the applicable Prospectus Supplement, in order to mitigate the adverse effect
to Certificateholders of a Series resulting from the prepayment of a Mortgage
Loan or a portion thereof, the amount of the aggregate Servicing Fees may be
offset by an amount equal to the related interest shortfall. Any such reductions
in the aggregate Servicing Fees will be made by the Applicable Servicer with
respect to the Mortgage Loans under the applicable Servicing Agreement, but only
to the extent of the aggregate amount of any Servicing Fees relating to
mortgagor payments or other recoveries distributed on the related Distribution
Date. The amount of any offset against the aggregate Servicing Fees will be
included in the distributions to Certificateholders on the Distribution Date on
which the related principal prepayments are passed through to
Certificateholders.
Unless such an offset against Servicing Fees with respect to principal
prepayments or another form of offset is specified in the applicable Prospectus
Supplement, any interest shortfall arising from full or partial prepayments or
liquidations will not be so offset. See "Prepayment and Yield Considerations."
REPORTS TO CERTIFICATEHOLDERS
Unless otherwise specified or modified in the related Pooling and Servicing
Agreement for each Series, the Sole Servicer or Master Servicer will include,
or, in the event a Paying Agent has been appointed with respect to such Series,
will cause the Paying Agent to include, with each distribution to
Certificateholders of record of such Series a statement setting forth the
following information, if applicable:
(i) to each holder of a Certificate other than a Multi-Class
Certificate, the amount of such distribution allocable to principal of the
related Mortgage Loans, separately identifying the aggregate amount of any
principal prepayments included therein, the amount of such distribution
allocable to interest on the related Mortgage Loans and the aggregate unpaid
principal balance of the Mortgage Loans evidenced by each Class after giving
effect to the principal distributions on such Distribution Date;
(ii) to each holder of a Multi-Class Certificate on which an interest
distribution and a distribution in reduction of Stated Amount are then being
made, the amount of such interest distribution and distribution in reduction
of Stated Amount, and the Stated Amount of each Class after giving effect to
the distribution in reduction of Stated Amount made on such Distribution
Date;
(iii) to each holder of a Multi-Class Certificate on which a
distribution of interest only is then being made, the aggregate Stated
Amount of Certificates outstanding of each Class after giving effect to the
distribution in reduction of Stated Amount made on such Distribution Date
and on any Special Distribution Date occurring subsequent to the last such
report and after including in the aggregate Stated Amount the Stated Amount
of the Compound Interest Certificates, if any, outstanding and the amount of
any accrued interest added to the Stated Amount of such Compound Interest
Certificates on such Distribution Date;
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(iv) to each holder of a Multi-Class Certificate which is a Compound
Interest Certificate (but only if such holder shall not have received a
distribution of interest equal to the entire amount of interest accrued on
such Certificate with respect to such Distribution Date):
(a) the information contained in the report delivered pursuant to
clause (ii) above;
(b) the interest accrued on such Class of Compound Interest
Certificates with respect to such Distribution Date and added to
the Stated Amount of such Compound Interest Certificate; and
(c) the Stated Amount of such Class of Compound Interest Certificates
after giving effect to the addition thereto of all interest
accrued thereon;
(v) to each holder of a Certificate, the amount of servicing
compensation with respect to the related Trust Estate and such other
customary information as the Sole Servicer or Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
(vi) to each holder of a Certificate, the amount by which the Servicing
Fee has been reduced by the aggregate Prepayment Interest Shortfall for the
related Distribution Date;
(vii) the aggregate amount of any Periodic Advances by the Servicer or
the Master Servicer or Sole Servicer included in the amounts actually
distributed to the Certificateholders;
(viii) to each holder of each Senior Certificate (other than a Shifting
Interest Certificate):
(a) the amount of funds, if any, otherwise distributable to
Subordinated Certificateholders and the amount of any withdrawal
from the Subordination Reserve Fund included in amounts actually
distributed to Senior Certificateholders;
(b) the Subordinated Amount remaining and the balance in the
Subordination Reserve Fund following such distribution; and
(c) the amount of any Senior Class Shortfall with respect to, and the
amount of any Senior Class Carryover Shortfall outstanding prior
to, such Distribution Date;
(ix) to each holder of a Certificate entitled to the benefits of
payments under any form of credit enhancement or from any reserve fund other
than the Subordination 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 fund, after giving effect
to any payments thereunder and other amounts charged thereto on the
Distribution Date;
(x) in the case of a Series of Certificates with a variable Pass-Through
Rate, such Pass-Through Rate;
(xi) the book value of any collateral acquired by the Trust Estate
through foreclosure or otherwise;
(xii) the unpaid principal balance of any Mortgage Loan as to which the
Servicer has notified the Master Servicer that such Servicer, or as to which
the Sole 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
(xiii) 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 Sole Servicer or Master Servicer will furnish either
directly, or through the Paying Agent, if any, a report to each
Certificateholder of record at any time during such calendar year (a) as to the
aggregate of amounts reported pursuant to (i) and (ii) above, as applicable, for
such calendar year or, in the event such person was a Certificateholder of
record during a portion of such calendar year, for the applicable portion of
such year and (b) such other information as required by the Code and applicable
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regulations thereunder and as the Sole Servicer or Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns. In the event that an election has been made to treat the Trust Estate
(or a segregated pool of assets therein) as a REMIC, the Trustee will be
required to sign the federal income tax returns of the REMIC (which will be
prepared by the Sole Servicer or Master Servicer). See "Certain Federal Income
Tax Consequences-- Administrative Matters."
REPORTS TO THE TRUSTEE
No later than 15 days after each Distribution Date for a Series, the Sole
Servicer or Master Servicer will provide the Trustee of such Series with a
report setting forth the status of the related Certificate Account and the
related Subordination Reserve Fund and any other reserve fund as of the close of
business on such Distribution Date, stating that all distributions required to
be made by the Sole Servicer or Master Servicer under the applicable Pooling and
Servicing Agreement have been made (or if any required distribution has not been
made by the Sole Servicer or Master Servicer, specifying the nature and status
thereof) and showing, for the period covered by such statement, the aggregate of
deposits to and withdrawals from the Certificate Account for each category of
deposits and withdrawals specified in the Pooling and Servicing Agreement. Such
statement shall also include information as to (i) the aggregate unpaid
principal balances of all the Mortgage Loans as of the close of business on the
last day of the month preceding the month in which such Distribution Date
occurs; and (ii) the amount of any Subordination Reserve Fund and any other
reserve fund, as of such Distribution Date (after giving effect to the
distributions on such Distribution Date). Copies of such reports may be obtained
by Certificateholders upon request in writing addressed to the Sole Servicer,
c/o The Prudential Home Mortgage Company, Inc., 5325 Spectrum Drive, Frederick,
Maryland 21701 or the Master Servicer, 7485 New Horizon Way, Frederick, Maryland
20701. If the Sole Servicer or Master Servicer should fail to provide such
copies, they may be obtained from the Trustee, as applicable.
COLLECTION AND OTHER SERVICING PROCEDURES
Each Applicable Servicer will make reasonable efforts to collect all
payments called for under the Mortgage Loans and will, consistent with the
applicable Servicing Agreement and any applicable agreement governing any form
of credit enhancement, 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 Applicable 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 after the applicable Due Date.
Under the Servicing Agreement, each Applicable Servicer, to the extent
permitted by law, will establish and maintain one or more escrow accounts (the
"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 Applicable 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 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, unless
otherwise specified in the applicable Prospectus Supplement, the applicable
Servicing Agreement will 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 Applicable Servicer's judgment, be reasonably likely to result in
litigation by the mortgagor and such Servicer (other than the Sole 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
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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 Applicable 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 or Sole
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 Applicable Servicer is obligated under the applicable Servicing
Agreement for each Series to realize upon defaulted Mortgage Loans in accordance
with its normal servicing practices, which will conform generally to those of
prudent mortgage lending institutions which service mortgage loans of the same
type in the same jurisdictions. Notwithstanding the foregoing, the Servicer is
authorized under the applicable 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 Applicable Servicer's judgment, the default is unlikely
to be cured and the assuming borrower meets PHMC'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. See also
"The Trust Estates--Mortgage Loans-- Optional Repurchases," above, with respect
to the Seller's right to repurchase defaulted Mortgage Loans. Further, an
Applicable Servicer may encourage the refinancing of such defaulted Mortgage
Loans, including Mortgage Loans that would permit creditworthy borrowers to
assume the outstanding indebtedness. In the case of foreclosure or of damage to
a Mortgaged Property from an uninsured cause, the Applicable 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 Applicable 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 an Applicable Servicer has expended its own
funds for foreclosure or to restore damaged property, it will be entitled to be
reimbursed from the Master Servicer Custodial Account or the Certificate Account
for such Series an amount equal to all costs and expenses incurred by it.
The Sole Servicer is not 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 an Applicable Servicer does
not foreclose on a Mortgaged Property, the Certificateholders of the related
Series may experience a loss on the related Mortgage Loan. An Applicable
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, an Applicable 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 Applicable 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 and will not be
required under the applicable Servicing Agreement to seek deficiency judgments.
With respect to a Trust Estate (or a 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 imminent default of any
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Mortgage Loan secured by such Mortgaged Property or if the Master Servicer
determines at any time that any Mortgage Loan is not a "Qualified Mortgage"
under Code Section 860G, the Trustee or Master Servicer will be required to
dispose of such property within two years following its acquisition by the Trust
Estate unless the Trustee (a) receives an opinion of counsel to the effect that
the holding of the Mortgaged Property by the Trust Estate will not cause the
Trust Estate to be subject to the tax on "prohibited transactions" imposed by
Code Section 860F(a)(1) or cause the Trust Estate (or any segregated pool of
assets therein as to which a REMIC election has been made or would be made) to
fail to qualify as a REMIC or (b) applies for and is granted an extension of the
two-year period in the manner contemplated by Code Section 856(e)(3). The
Applicable Servicer also will be required to administer the Mortgaged Property
in a manner which does not cause the Mortgaged Property to fail to qualify as
"foreclosure property" within the meaning of Code Section 860G(a)(8) or result
in the receipt by the Trust Estate of any "net income from foreclosure property"
within the meaning of Code Section 860G(c)(2), respectively. In general, this
would preclude the holding of the Mortgaged Property by a party acting as a
dealer in such property or the receipt of rental income based on the profits of
the lessee of such property. See "Certain Federal Income Tax Consequences."
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.
Servicers other than PHMC will be required to deposit in the Custodial Account
for remittance to the Master Servicer the Fixed Retained Yield, if any, as
received. PHMC as Servicer or Sole Servicer may deduct the Fixed Retained Yield
from mortgagor payments as received and prior to deposit of such payments in the
Custodial Account or Certificate Account for such Series or may withdraw from
the Custodial Account or Certificate Account, or request the Master Servicer to
withdraw from the Master Servicer Custodial Account or Certificate Account for
remittance to PHMC as Servicer or Sole Servicer, the Fixed Retained Yield after
the entire payment has been deposited in the Certificate Account.
Notwithstanding the foregoing, with respect to any payment of interest received
by PHMC as Servicer or Sole 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 receive as its Fixed Retained Yield only its pro rata
share of such interest payment.
For each Series of Certificates, each Applicable Servicer will be entitled
to be paid the Servicing Fee on the related Mortgage Loans serviced by such
Servicer until termination of the applicable Servicing Agreement, subject,
unless otherwise specified in the applicable Prospectus Supplement, to
adjustment as described under "Adjustment to Servicing Fee in Connection with
Prepaid Mortgage Loans." 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 Custodial Account or Certificate Account for such Series or
(b) withdrawing the Servicing Fee from the Custodial Account or Certificate
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 Custodial Account
or Certificate Account or request the Master Servicer to withdraw from the
Master Servicer Custodial Account or 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 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 Servicer.
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 Master Servicer Custodial Account or the Certificate Account of Periodic
Advances, of Other Advances made by it to pay taxes, insurance premiums and
similar
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items with respect to any Mortgaged Property or for expenditures incurred by it
in connection with the restoration or foreclosure 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 in connection with the
liquidation of defaulted Mortgage Loans. 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.
The Master Servicer or Sole Servicer will pay all expenses incurred in
connection with the administration of the Trust Estate, including, without
limitation, fees or other amounts payable pursuant to any applicable agreement
for the provision of credit enhancement for such Series, payment of 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 or Sole Servicer pursuant to the terms of the applicable Pooling
and Servicing Agreement.
EVIDENCE AS TO COMPLIANCE
The Sole Servicer or each Servicer will deliver annually to the Trustee or
Master Servicer, as applicable, on or before the date specified in the
applicable 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 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 Servicing Agreement throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof. Such Officer's
Certificate shall be accompanied by a statement of a firm of independent public
accountants to the effect that, on the basis of an examination of certain
documents and records relating to the mortgage loans being serviced by such
Servicer, 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 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.
Each year the Master Servicer will review each Servicer's performance under
its Underlying Servicing Agreement and the status of any fidelity bond and
errors and omissions policy required to be maintained by such Servicer under the
Underlying Servicing Agreement.
CERTAIN MATTERS REGARDING THE SOLE SERVICER OR MASTER SERVICER
The Sole Servicer or Master Servicer may not resign from its obligations and
duties under the Pooling and Servicing Agreement for each Series (other than its
duties as Certificate Registrar for such Series, if it is acting as such),
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 servicer has assumed the Sole Servicer's or Master Servicer's
obligations and duties under the Pooling and Servicing Agreement. If the Sole
Servicer or Master Servicer resigns for any of the foregoing reasons and the
Trustee is unable or unwilling to assume responsibility for servicing the
Mortgage Loans, it may appoint another institution as mortgage loan servicer, 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 Sole
Servicer or Master Servicer, any subservicer, nor any partner, director,
officer, employee or agent of either 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 Sole Servicer or Master Servicer, any subservicer, 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 Sole Servicer or Master Servicer, any subservicer, 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
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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 Sole Servicer or 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 Sole Servicer or
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 Sole Servicer or Master Servicer will be
entitled to be reimbursed therefor out of the Certificate Account or Master
Servicer Custodial Account, and any loss to the Trust Estate arising from such
right of reimbursement will be allocated pro rata among the various Classes of
Certificates unless otherwise specified in the applicable Pooling and Servicing
Agreement.
Any person into which the Sole Servicer or Master Servicer may be merged or
consolidated, or any person resulting from any merger, conversion or
consolidation to which the Sole Servicer or Master Servicer is a party, or any
person succeeding to the business through the transfer of substantially all of
its assets, or otherwise, of the Sole Servicer or Master Servicer will be the
successor of the Sole Servicer or Master Servicer under the Pooling and
Servicing Agreement for each Series provided that such successor or resulting
entity is qualified to service mortgage loans for FNMA or FHLMC and has a net
worth of not less than $15,000,000.
The Sole Servicer or 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 (i) the purchaser or transferee
accepting such assignment or delegation is qualified to service mortgage loans
for FNMA or FHLMC, 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 Sole Servicer or Master Servicer under the Pooling and Servicing
Agreement from and after the date of such agreement; and (ii) 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 Sole
Servicer or Master Servicer will be released from its obligations under the
Pooling and Servicing Agreement upon any such assignment and delegation, except
that the Sole Servicer or Master Servicer will remain liable for all liabilities
and obligations incurred by it prior to the time that the conditions contained
in clauses (i) and (ii) above are met.
THE POOLING AND SERVICING AGREEMENT
EVENTS OF DEFAULT
Events of Default under the Pooling and Servicing Agreement for each Series
include (i) any failure by the Sole Servicer or Master Servicer to distribute to
Certificateholders any required payment which continues unremedied for three
business days after the giving of written notice of such failure to the Sole
Servicer or Master Servicer by the Trustee for such Series, or to the Sole
Servicer or 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 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 Sole
Servicer or Master Servicer by the Trustee, or to the Sole Servicer or Master
Servicer and the Trustee by the holders of Certificates aggregating not less
than 25% of the Voting Interests; (iii) certain events in insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings and certain action by the Sole Servicer or Master Servicer
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indicating its insolvency, reorganization or inability to pay its obligations
and (iv) both the Sole Servicer or Master Servicer and any subservicer appointed
by it to become 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 25% of the Voting Interests
in the Trust Estate for such Series may terminate all of the rights and
obligations of the Sole Servicer or Master Servicer under the Pooling and
Servicing Agreement and in and to the Mortgage Loans (other than the Sole
Servicer's or Master Servicer's right to recovery of any Initial Deposit for
such Series, the aggregate Servicing Fees or 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 Sole Servicer or
Master Servicer will retain under all circumstances), whereupon the Trustee will
succeed to all the responsibilities, duties and liabilities of the Servicer
under the Pooling and Servicing Agreement and will be entitled to monthly
servicing compensation not to exceed the aggregate Servicing Fees or Master
Servicing Fees together with the other servicing compensation in the form of
assumption fees, late payment charges or otherwise as provided in 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 Sole Servicer or Master Servicer under the provisions of the
Pooling and Servicing Agreement relating to the servicing of the Mortgage Loans;
provided however, that until such a successor Sole Servicer or Master Servicer
is appointed and has assumed the responsibilities, duties and liabilities of the
Servicer under the Pooling and Servicing Agreement, the Trustee shall continue
as the successor to the Sole Servicer or Master Servicer as described above. In
the event such public bid procedure is utilized, the successor servicer would be
entitled to servicing compensation in an amount equal to the aggregate Servicing
Fees or Master Servicing Fees, together with the other servicing compensation in
the form of assumption fees, late payment charges or otherwise, as provided in
the Pooling and Servicing Agreement, and the Sole Servicer or Master Servicer
would be entitled to receive the net profits, if any, realized from the sale of
its servicing 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 Sole
Servicer or 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 a segregated pool of assets therein) as a REMIC at all times that any
Certificates are outstanding or to avoid or minimize the risk of the
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imposition of any tax on the Trust Estate pursuant to the Code that would be a
claim against the Trust Estate, provided that the Trustee has received an
opinion of counsel to the effect that such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and such action will not, as evidenced by such opinion of
counsel, adversely affect in any material respect the interests of any
Certificateholder, (iv) to change the timing and/or nature of deposits into the
Certificate Account, provided that such change will not, as evidenced by an
opinion of counsel, adversely affect in any material respect the interests of
any Certificateholder and that such change will not adversely affect the then
current rating assigned to any Certificates, as evidenced by a letter from each
Rating Agency to such effect, (v) to add to, modify or eliminate any provisions
therein restricting transfers of residual Certificates to certain disqualified
organizations described below under "Certain Federal Income Tax Consequences--
Federal Income Tax Consequences for REMIC Certificates--Taxation of Residual
Certificates--Tax-Related Restrictions on Transfer of Residual Certificates,"
(vi) to make certain provisions with respect to the denominations of, and the
manner of payments on, certain Classes or Subclasses of Certificates initially
retained by the Seller or an affiliate, or (vii) to make any other provisions
with respect to matters or questions arising under such Pooling and Servicing
Agreement that are not inconsistent with the provisions thereof, provided that
such action will not, as evidenced by an opinion of counsel, adversely affect in
any material respect the interests of the Certificateholders of the related
Series. The Pooling and Servicing Agreement may also be amended by the Seller,
the Sole Servicer or 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 a segregated
pool of assets therein) to tax or cause the Trust Estate (or a segregated pool
of assets therein) to fail to qualify as a REMIC.
TERMINATION; 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 related Prospectus Supplement, the Pooling and
Servicing Agreement for each Series of Certificates will permit, but not
require, the person or persons specified in such 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 the Sole Servicer or Master
Servicer has caused the related Trust Estate (or a 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 a 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
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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 related
Prospectus Supplement.
THE TRUSTEE
The Trustee under each Pooling and Servicing Agreement (the "Trustee") will
be named in the applicable Prospectus Supplement. The commercial bank or trust
company serving as Trustee may have normal banking relationships with the Seller
or any of its affiliates.
The Trustee may resign at any time, in which event the Sole Servicer or
Master Servicer will be obligated to appoint a successor trustee. The Sole
Servicer or 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 Sole
Servicer or 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
Sole Servicer or 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; and the mortgagee, who is the lender. In a
mortgage state instrument, 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.
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Foreclosure of a deed of trust is generally accomplished by a non-judicial
trustee's sale under a specific provision in the deed of trust that authorizes
the trustee to sell the property to a third party upon any default by the
borrower under the terms of the note or deed of trust. In certain states, such
foreclosure also may be accomplished by judicial action in the manner provided
for foreclosure of mortgages. In some states, the trustee must record a notice
of default and send a copy to the borrower-trustor and to any person who has
recorded a request for a copy of a notice of default and notice of sale. In
addition, the trustee must provide notice in some states to any other individual
having an interest of record in the real property, including any junior
lienholders. If the deed of trust is not reinstated within any applicable cure
period, a notice of sale must be posted in a public place and, in most states,
published for a specified period of time in one or more newspapers. In addition,
some state laws require that a copy of the notice of sale be posted on the
property and sent to all parties having an interest of record in the property.
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.
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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 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.
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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 Servicing
Agreement, and the Sole Servicer will not be required under the Pooling and
Servicing Agreement, to pursue deficiency judgments on the Mortgage Loans even
if permitted by law.
In addition to anti-deficiency and related legislation, numerous other
federal and state statutory provisions, including the federal bankruptcy laws
and state laws affording relief to debtors, may interfere with or affect the
ability of a secured mortgage lender to realize upon its security. For example,
numerous statutory provisions under the United States Bankruptcy Code, 11 U.S.C.
SectionSection101 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
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limitations which would impair the ability of the Servicer to foreclose on an
affected Mortgage Loan during the borrower's period of active duty status. Thus,
in the event that such a Mortgage Loan goes into default, there may be delays
and losses occasioned by the inability to realize upon the Mortgaged Property in
a timely fashion. Certain states have enacted comparable legislation which may
interfere with or affect the ability of the Servicer to timely collect payments
of principal and interest on, or to foreclose on, Mortgage Loans of borrowers in
such states who are active or reserve members of the armed services.
ENVIRONMENTAL CONSIDERATIONS
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 or operates a 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. Under the
laws of certain states, failure to perform the remediation required or demanded
by the state of any condition or circumstance that (i) may pose an imminent or
substantial endangerment to the public health or welfare or the environment,
(ii) may result in a release or threatened release of any hazardous substances,
or (iii) may give rise to any environmental claim or demand may give rise to a
lien on the property to ensure the reimbursement of Cleanup Costs (a
"Superlien"). All subsequent liens on such property are subordinated to such
Superlien and, in some states, even prior recorded liens are subordinated to
such 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.
The state of the law is currently unclear as to whether and under what
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," however, 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 when the 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 suggests 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 is broad enough to support the inference that the
lender had the capacity to influence the borrower's treatment of hazardous
waste. The court added that a lender's capacity to influence such decisions
could be inferred from the extent of its involvement in the facility's financial
management. A subsequent decision by the United States Court of Appeals for the
Ninth Circuit in IN RE BERGSOE METAL CORP., apparently disagreeing with, but not
expressly contradicting, the FLEET FACTORS court, held that a secured lender had
no liability absent "some actual management of the facility" on the part of the
lender. On April 29, 1992, the United States Environmental Protection Agency
(the "EPA") issued a final rule interpreting and delineating CERCLA's
secured-creditor exemption and the range of permissible actions that may be
undertaken by a holder of a contaminated facility without exceeding the bounds
of the secured-creditor exemption. 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 remains unclear. In addition, even if the EPA
rule or a replacement were to be reinstated, the EPA rule or its replacement
would not necessarily affect the potential for liability in actions by either a
state or a private party under CERCLA or in actions under other federal or state
laws which may impose liability on "owners or operators" but do not
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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 nor PHMC has made
such evaluations prior to the origination of the Mortgage Loans, nor does either
require that such evaluations be made by originators who have sold the Mortgage
Loans to PHMC. Neither the Seller nor PHMC is required to undertake any such
evaluations prior to foreclosure or accepting a deed-in-lieu of foreclosure.
Neither the Seller, nor the Sole Servicer or Master Servicer makes any
representations or warranties or assumes any liability with respect to the
absence or effect of hazardous wastes or hazardous substances on any Mortgaged
Property or any casualty resulting from the presence or effect of hazardous
wastes or hazardous substances. See "The Trust Estates-- Mortgage
Loans--Representations and Warranties" and "Servicing of the Mortgage
Loans--Enforcement of Due-on-Sale Clauses; Realization Upon Defaulted Mortgage
Loans" above.
"DUE-ON-SALE" CLAUSES
The forms of note, mortgage and deed of trust relating to conventional
Mortgage Loans may contain a "due-on-sale" clause permitting acceleration of the
maturity of a loan if the borrower transfers its interest in the property. In
recent years, court decisions and legislative actions placed substantial
restrictions on the right of lenders to enforce such clauses in many states.
However, effective October 15, 1982, Congress enacted the Garn-St Germain
Depository Institutions Act of 1982 (the "Garn Act") which purports to preempt
state laws which prohibit the enforcement of "due-on-sale" clauses by providing
among other matters, that "due-on-sale" clauses in certain loans (which loans
may include the Mortgage Loans) made after the effective date of the Garn Act
are enforceable, within certain limitations as set forth in the Garn Act and the
regulations promulgated thereunder. "Due-on-sale" clauses contained in mortgage
loans originated by federal savings and loan associations or federal savings
banks are fully enforceable pursuant to regulations of the Office of Thrift
Supervision ("OTS"), as successor to the Federal Home Loan Bank Board ("FHLBB"),
which preempt state law restrictions on the enforcement of such clauses.
Similarly, "due-on-sale" clauses in mortgage loans made by national banks and
federal credit unions are now fully enforceable pursuant to preemptive
regulations of the Comptroller of the Currency and the National Credit Union
Administration, respectively.
The Garn Act created a limited exemption from its general rule of
enforceability for "due-on-sale" clauses in certain mortgage loans ("Window
Period Loans") which were originated by non-federal lenders and made or assumed
in certain states ("Window Period States") during the period, prior to October
15, 1982, in which that state prohibited the enforcement of "due-on-sale"
clauses by constitutional provision, statute or statewide court decision (the
"Window Period"). Though neither the Garn Act nor the OTS regulations actually
names the Window Period States, the Federal Home Loan Mortgage Corporation has
taken the position, in prescribing mortgage loan servicing standards with
respect to mortgage loans which it has purchased, that the Window Period States
were: Arizona, Arkansas, California, Colorado, Georgia, Iowa, Michigan,
Minnesota, New Mexico, Utah and Washington. Under the Garn Act, unless a Window
Period State took action by October 15, 1985, the end of the Window Period, to
further regulate enforcement of "due-on-sale" clauses in Window Period Loans,
"due-on-sale" clauses would become enforceable even in Window Period Loans. Five
of the Window Period States (Arizona, Minnesota, Michigan, New Mexico and Utah)
have taken actions which restrict the enforceability of "due-on-sale" clauses in
Window Period Loans beyond October 15, 1985. The actions taken vary among such
states.
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
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relate to a transfer of rights of occupancy; and (vii) other transfers as set
forth in the Garn Act and the regulations thereunder. The extent of the effect
of the Garn Act on the average lives and delinquency rates of the Mortgage Loans
cannot be predicted. See "Prepayment and Yield Considerations."
APPLICABILITY OF USURY LAWS
Title V of the Depository Institutions Deregulation and Monetary Control Act
of 1980, enacted in March 1980 ("Title V"), provides that state usury
limitations shall not apply to certain types of residential first mortgage loans
originated by certain lenders after March 31, 1980. The OTS as successor to the
FHLBB is authorized to issue rules and regulations and to publish
interpretations governing implementation of Title V. The statute authorized any
state to reimpose interest rate limits by adopting before April 1, 1983, a law
or constitutional provision which expressly rejects application of the federal
law. Fifteen states have adopted laws reimposing or reserving the right to
reimpose interest rate limits. In addition, even where Title V is not so
rejected, any state is authorized to adopt a provision limiting certain other
loan charges.
The Seller will represent and warrant in the Pooling and Servicing Agreement
to the Trustee for the benefit of Certificateholders that all Mortgage Loans are
originated in full compliance with applicable state laws, including usury laws.
See "The Pooling and Servicing Agreement--Assignment of Mortgage Loans to the
Trustee."
ENFORCEABILITY OF CERTAIN PROVISIONS
Standard forms of note, mortgage and deed of trust generally contain
provisions obligating the borrower to pay a late charge if payments are not
timely made and in some circumstances may provide for prepayment fees or
penalties if the obligation is paid prior to maturity. In certain states, there
are or may be specific limitations upon late charges which a lender may collect
from a borrower for delinquent payments. Certain states also limit the amounts
that a lender may collect from a borrower as an additional charge if the loan is
prepaid. Under the Pooling and Servicing Agreement, late charges and prepayment
fees (to the extent permitted by law and not waived by the Servicer) will be
retained by the Servicer as additional servicing compensation.
Courts have imposed general equitable principles upon foreclosure. These
equitable principles are generally designed to relieve the borrower from the
legal effect of defaults under the loan documents. Examples of judicial remedies
that may be fashioned include judicial requirements that the lender undertake
affirmative and expensive actions to determine the causes for the borrower's
default and the likelihood that the borrower will be able to reinstate the loan.
In some cases, courts have substituted their judgment for the lender's judgment
and have required lenders to reinstate loans or recast payment schedules to
accommodate borrowers who are suffering from temporary financial disability. In
some cases, courts have limited the right of lenders to foreclose if the default
under the mortgage instrument is not monetary, such as the borrower failing to
adequately maintain 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, which may consist
of REMIC Certificates, Standard Certificates or Stripped Certificates, as
described below. 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.
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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, which
will include all Multi-Class Certificates and may include Standard Certificates
or Stripped Certificates or both, 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 mutual savings bank or a domestic building and
loan association will constitute "qualifying real property loans" within the
meaning of Code Section 593(d)(1) in the same proportion that the assets of the
REMIC Pool would be so treated. REMIC Certificates held by a domestic building
and loan association will constitute "a regular or residual interest in a REMIC"
within the meaning of Code Section 7701(a)(19)(C)(xi) in the same proportion
that the assets of the REMIC Pool would be treated as "loans...secured by an
interest in real property" within the meaning of Code Section 7701(a)(19)(C)(v)
or as other assets described in 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 Sections 593(d)(1)
and 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 "qualifying real property loans" or "loans...secured by an interest
in real property" for purposes of Code Sections 593(d)(1) and 7701(a)(19)(C)(v),
respectively, 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).
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
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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 not sold or, if within two
years of the Startup Day, exchanged, within 90 days of discovery, ceases to be a
qualified mortgage after such 90-day period.
Permitted investments include cash flow investments, qualified reserve
assets, and foreclosure property. A cash flow investment is an investment,
earning a return in the nature of interest, of amounts received on or with
respect to qualified mortgages for a temporary period, not exceeding 13 months,
until the next scheduled distribution to holders of interests in the REMIC Pool.
A qualified reserve asset is any intangible property held for investment that is
part of any reasonably required reserve maintained by the REMIC Pool to provide
for payments of expenses of the REMIC Pool or amounts due on the regular or
residual interests in the event of defaults (including delinquencies) on the
qualified mortgages, lower than expected reinvestment returns, prepayment
interest shortfalls and certain other contingencies. The reserve fund will be
disqualified if more than 30% of the gross income from the assets in such fund
for the year is derived from the sale or other disposition of property held for
less than three months, unless required to prevent a default on the regular
interests caused by a default on one or more qualified mortgages. A reserve fund
must be reduced "promptly and appropriately" as payments on the Mortgage Loans
are received. Foreclosure property is real property acquired by the REMIC Pool
in connection with the default or imminent default of a qualified mortgage and
generally held for not more than two years, with extensions granted by the
Internal Revenue Service.
In addition to the foregoing requirements, the various interests in a REMIC
Pool also must meet certain requirements. All of the interests in a REMIC Pool
must be either of the following: (i) one or more classes of regular interests or
(ii) a single class of residual interests on which distributions, if any, are
made pro rata. A regular interest is an interest in a REMIC Pool that is issued
on the Startup Day with fixed terms, is designated as a regular interest, and
unconditionally entitles the holder to receive a specified principal amount (or
other similar amount), and provides that interest payments (or other similar
amounts), if any, at or before maturity either are payable based on a fixed rate
or a qualified variable rate, or consist of a specified, nonvarying portion of
the interest payments on qualified mortgages. Such a specified portion may
consist of a fixed number of basis points, a fixed percentage of the total
interest, or a qualified variable rate, inverse variable rate or difference
between two fixed or qualified variable rates on some or all of the qualified
mortgages. The specified principal amount of a regular interest that provides
for interest payments consisting of a specified, nonvarying portion of interest
payments on qualified mortgages may be zero. A residual interest is an interest
in a REMIC Pool other than a regular interest that is issued on the Startup Day
and that is designated as a residual interest. An interest in a REMIC Pool may
be treated as a regular interest even if payments of principal with respect to
such interest are subordinated to payments on other regular interests or the
residual interest in the REMIC Pool, and are
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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.
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 (the "OID Regulations") and proposed
Treasury regulations issued on December 16, 1994 (the "Proposed 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 and the Proposed 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 and the Proposed 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
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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 (in the case of
Standard or Stripped Certificates) or initial Stated Amount (in the case of
Multi-Class Certificates) of the Regular Certificate, but generally will not
include distributions of interest if such distributions constitute "qualified
stated interest." Under the OID Regulations, qualified stated interest generally
means interest payable at a single fixed rate or a qualified variable rate (as
described below) provided that such interest payments are unconditionally
payable at intervals of one year or less during the entire term of the Regular
Certificate. Because there is no penalty or default remedy in the case of
nonpayment of interest with respect to a Regular Certificate, it is possible
that no interest on any Class of Regular Certificates will be treated as
qualified stated interest. However, except as provided in the following three
sentences or in the applicable Prospectus Supplement, because the underlying
Mortgage Loans provide for remedies in the event of default, the Seller intends
to treat interest with respect to the Regular Certificates as qualified stated
interest. Distributions of interest on a Compound Interest Certificate, or on
other Regular Certificates with respect to which deferred interest will accrue,
will not constitute qualified stated interest, in which case the stated
redemption price at maturity of such Regular Certificates includes all
distributions of interest as well as principal thereon. Likewise, the Seller
intends to treat an interest-only Class or a Class on which interest is
substantially disproportionate to its principal amount (a so-called
"super-premium" Class) as having no qualified stated interest. Where the
interval between the issue date and the first Distribution Date on a Regular
Certificate is shorter than the interval between subsequent Distribution Dates,
the interest attributable to the additional days will be included in the stated
redemption price at maturity.
Under a DE MINIMIS rule, original issue discount on a Regular Certificate
will be considered to be zero if such original issue discount is less than 0.25%
of the stated redemption price at maturity of the Regular Certificate multiplied
by the weighted average maturity of the Regular Certificate. For this purpose,
the weighted average maturity of the Regular Certificate is computed as the sum
of the amounts determined by multiplying the number of full years (I.E.,
rounding down partial years) from the issue date until each distribution in
reduction of stated redemption price at maturity is scheduled to be made by a
fraction, the numerator of which is the amount of each distribution included in
the stated redemption price at maturity of the Regular Certificate and the
denominator of which is the stated redemption price at maturity of the Regular
Certificate. The Conference Committee Report to the 1986 Act provides that the
schedule of such distributions should be determined in accordance with the
assumed rate of prepayment of the Mortgage Loans (the "Prepayment Assumption")
and the anticipated reinvestment rate, if any, relating to the Regular
Certificates. The Prepayment Assumption with respect to a Series of Regular
Certificates will be set forth in the related 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
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period, and (iii) the Prepayment Assumption. For these purposes, the adjusted
issue price of a Regular Certificate at the beginning of any accrual period
equals the issue price of the Regular Certificate, increased by the aggregate
amount of original issue discount with respect to the Regular Certificate that
accrued in all prior accrual periods and reduced by the amount of distributions
included in the Regular Certificate's stated redemption price at maturity that
were made on the Regular Certificate in such prior periods. The original issue
discount accruing during any accrual period (as determined in this paragraph)
will then be divided by the number of days in the period to determine the daily
portion of original issue discount for each day in the period. With respect to
an initial accrual period shorter than a full accrual period, the daily portions
of original issue discount must be determined according to an appropriate
allocation under any reasonable method.
Under the method described above, the daily portions of original issue
discount required to be included in income by a Regular Certificateholder
generally will increase to take into account prepayments on the Regular
Certificates as a result of prepayments on the Mortgage Loans that exceed the
Prepayment Assumption, and generally will decrease (but not below zero for any
period) if the prepayments are slower than the Prepayment Assumption. An
increase in prepayments on the Mortgage Loans with respect to a Series of
Regular Certificates can result in both a change in the priority of principal
payments with respect to certain Classes of Regular Certificates and either an
increase or decrease in the daily portions of original issue discount with
respect to such Regular Certificates.
In the case of a Non-Pro Rata Certificate, the Seller intends to determine
the yield to maturity of such Certificate based upon the anticipated payment
characteristics of the Class as a whole under the Prepayment Assumption. In
general, the original issue discount accruing on each Non-Pro Rata Certificate
in a full accrual period would be its allocable share of the original issue
discount with respect to the entire Class, as determined in accordance with the
preceding paragraph. However, in the case of a distribution in retirement of the
entire unpaid principal balance of any Non-Pro Rata Certificate (or portion of
such unpaid principal balance), (a) the remaining unaccrued original issue
discount allocable to such Certificate (or to such portion) will accrue at the
time of such distribution, and (b) the accrual of original issue discount
allocable to each remaining Certificate of such Class (or the remaining unpaid
principal balance of a partially redeemed Non-Pro Rata Certificate after a
distribution of principal has been received) will be adjusted by reducing the
present value of the remaining payments on such Class and the adjusted issue
price of such Class to the extent attributable to the portion of the unpaid
principal balance thereof that was distributed. The Seller believes that the
foregoing treatment is consistent with the "pro rata prepayment" rules of the
OID Regulations, but with the rate of accrual of original issue discount
determined based on the Prepayment Assumption for the Class as a whole.
Investors are advised to consult their tax advisors as to this treatment.
ACQUISITION PREMIUM
A purchaser of a Regular Certificate at a price greater than its adjusted
issue price but less than its stated redemption price at maturity will be
required to include in gross income the daily portions of the original issue
discount on the Regular Certificate reduced pro rata by a fraction, the
numerator of which is the excess of its purchase price over such adjusted issue
price and the denominator of which is the excess of the remaining stated
redemption price at maturity over the adjusted issue price. Alternatively, such
a subsequent purchaser may elect to treat all such acquisition premium under the
constant yield method, as described below under the heading "Election to Treat
All Interest Under the Constant Yield Method."
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 multiple of not less than zero nor 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 includes a
rate determined using a single fixed formula and that is based on one or more
qualified floating rates or the yield or changes in the price of actively traded
personal property. The Proposed OID Regulations would expand the definition of
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objective rate to include 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 and the Proposed
OID Regulations. The Proposed 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 Proposed
OID Regulations, such regulations may lead to different timing of income
inclusion than would be the case under the OID Regulations. Furthermore,
application of such principles could lead to the characterization of gain on the
sale of contingent interest Regular Certificates as ordinary income. Investors
should consult their tax advisors regarding the appropriate treatment of any
Regular Certificate that does not pay interest at a fixed rate or variable rate
as described in this paragraph.
Under the REMIC Regulations, a Regular Certificate (i) bearing a rate that
qualifies as a variable rate under the OID Regulations that is tied to current
values of a variable rate (or the highest, lowest or average of two or more
variable rates, including a rate based on the average cost of funds of one or
more financial institutions), or a positive or negative multiple of such a rate
(plus or minus a specified number of basis points), or that represents a
weighted average of rates on some or all of the Mortgage Loans, including such a
rate that is subject to one or more caps or floors, or (ii) bearing one or more
such variable rates for one or more periods, or one or more fixed rates for one
or more periods, and a different variable rate or fixed rate for other periods,
qualifies as a regular interest in a REMIC. Accordingly, unless otherwise
indicated in the applicable Prospectus Supplement, the Seller intends to treat
Regular Certificates that qualify as regular interests under this rule in the
same manner as obligations bearing a variable rate for original issue discount
reporting purposes.
The amount of original issue discount with respect to a Regular Certificate
bearing a variable rate of interest will accrue in the manner described above
under "Original Issue Discount," with the yield to maturity and future payments
on such Regular Certificate generally to be determined by assuming that interest
will be payable for the life of the Regular Certificate based on the initial
rate (or, if different, the value of the applicable variable rate as of the
pricing date) for the relevant Class. Unless otherwise specified in the
applicable Prospectus Supplement, 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.
Although unclear under the OID Regulations, unless otherwise specified in
the applicable Prospectus Supplement, 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
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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 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
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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. 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. 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
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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). Pursuant to the Revenue Reconciliation Act of 1993, capital
gains of certain non-corporate taxpayers are subject to a lower maximum tax rate
than ordinary income of such taxpayers. The maximum tax rate for corporations is
the same with respect to both ordinary income and capital gains.
TAXATION OF RESIDUAL CERTIFICATES
TAXATION OF REMIC INCOME
Generally, the "daily portions" of REMIC taxable income or net loss will be
includible as ordinary income or loss in determining the federal taxable income
of holders of Residual Certificates ("Residual Holders"), and will not be taxed
separately to the REMIC Pool. The daily portions of REMIC taxable income or net
loss of a Residual Holder are determined by allocating the REMIC Pool's taxable
income or net loss for each calendar quarter ratably to each day in such quarter
and by allocating such daily portion among the Residual Holders in proportion to
their respective holdings of Residual Certificates in the REMIC Pool on such
day. REMIC taxable income is generally determined in the same manner as the
taxable income of an individual using the accrual method of accounting, except
that (i) the limitations on deductibility of investment interest expense and
expenses for the production of income do not apply, (ii) all bad loans will be
deductible as business bad debts, and (iii) the limitation on the deductibility
of interest and expenses related to tax-exempt income will apply. The REMIC
Pool's gross income includes interest, original issue discount income, and
market discount income, if any, on the Mortgage Loans, reduced by amortization
of any premium on the Mortgage Loans, plus income from amortization of issue
premium, if any, on the Regular Certificates, plus income on reinvestment of
cash flows and reserve assets, plus any cancellation of indebtedness income upon
allocation of realized losses to the Regular Certificates. The REMIC Pool's
deductions include interest and original issue discount expense on the Regular
Certificates, servicing fees on the Mortgage Loans, other administrative
expenses of the REMIC Pool and realized losses on the Mortgage Loans. The
requirement that Residual Holders report their pro rata share of taxable income
or net loss of the REMIC Pool will continue until there are no Certificates of
any class of the related Series outstanding.
The taxable income recognized by a Residual Holder in any taxable year will
be affected by, among other factors, the relationship between the timing of
recognition of interest and original issue discount or market discount income or
amortization of premium with respect to the Mortgage Loans, on the one hand, and
the timing of deductions for interest (including original issue discount) or
income from amortization of issue premium on the Regular Certificates, on the
other hand. In the event that an interest in the Mortgage Loans is acquired by
the REMIC Pool at a discount, and one or more of such Mortgage Loans is prepaid,
the Residual Holder may recognize taxable income without being entitled to
receive a corresponding amount of cash because (i) the prepayment may be used in
whole or in part to make distributions in reduction of principal or Stated
Amount on the Regular Certificates, and (ii) the discount on the Mortgage Loans
which is includible in income may exceed the deduction allowed upon such
distributions on those Regular Certificates on account of any unaccrued original
issue discount relating to those Regular Certificates. When there is more than
one Class of Regular Certificates that distribute principal or payments in
reduction of Stated Amount sequentially, this mismatching of income and
deductions is particularly likely to occur in the early years following issuance
of the Regular Certificates when distributions in reduction of principal or
Stated Amount are being made in respect of earlier Classes of Regular
Certificates to the extent that such Classes are not issued with substantial
discount or are issued at a premium. If taxable income attributable to such a
mismatching is realized, in general, losses would be allowed in later years as
distributions on the later maturing Classes of Regular Certificates are made.
Taxable income
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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.
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.
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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
Except in the case of certain thrift institutions, 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 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. 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
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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.
An exception to the inability of a Residual Holder to offset excess
inclusions with unrelated deductions and net operating losses applies to Code
Section 593 institutions ("thrift institutions"). For purposes of applying this
rule, all members of an affiliated group filing a consolidated return are
treated as one taxpayer, except that thrift institutions to which Code Section
593 applies, together with their subsidiaries formed to issue REMICs, are
treated as separate corporations. Furthermore, the Code provides that
regulations may disallow the ability of a thrift institution to use deductions
to offset excess inclusions if necessary or appropriate to prevent the avoidance
of tax. A thrift institution may not so offset its excess inclusions unless the
Residual Certificates have "significant value," which requires that (i) the
Residual Certificates have an issue price that is at least equal to 2% of the
aggregate of the issue prices of all Residual Certificates and Regular
Certificates with respect to the REMIC Pool, and (ii) the anticipated weighted
average life of the Residual Certificates is at least 20% of the anticipated
weighted average life of the REMIC Pool. The anticipated weighted average life
of the Residual Certificates is based on all distributions anticipated to be
received with respect thereto (using the Prepayment Assumption). The anticipated
weighted average life of the REMIC Pool is the aggregate weighted average life
of all classes of interests therein (computed using all anticipated
distributions on a regular interest with nominal or no principal). Finally, an
ordering rule under the REMIC Regulations provides that a thrift institution may
only offset its excess inclusion income with deductions after it has first
applied its deductions against income that is not excess inclusion income. If
applicable, the Prospectus Supplement with respect to a Series will set forth
whether the Residual Certificates are expected to have "significant value"
within the meaning of the REMIC Regulations.
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 Disqualified Organization or stating such holder's taxpayer identification
number and, during the period such person is the record holder of the Residual
Certificate, the Pass-Through Entity does not have actual knowledge that such
affidavit is false.
For these purposes, (i) "Disqualified Organization" means the United States,
any state or political subdivision thereof, any foreign government, any
international organization, any agency or instrumentality of any of the
foregoing (provided, that such term does not include an instrumentality if all
of its activities are subject to tax and a majority of its
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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 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
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to the end of the next succeeding taxable year for the accumulated withholding
tax liability to be paid. If the non-U.S. Person transfers the Residual
Certificate back to a U.S. Person, the transfer will be disregarded and the
foreign transferor will continue to be treated as the owner unless arrangements
are made so that the transfer does not have the effect of allowing the
transferor to avoid tax on accrued excess inclusions.
The Prospectus Supplement relating to the Certificates of a Series may
provide that a Residual Certificate may not be purchased by or transferred to
any person that is not a U.S. Person or may describe the circumstances and
restrictions pursuant to which such a transfer may be made. The term "U.S.
Person" means a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust that
is subject to U.S. federal income tax regardless of the source of its income.
SALE OR EXCHANGE OF A RESIDUAL CERTIFICATE
Upon the sale or exchange of a Residual Certificate, the Residual Holder
will recognize gain or loss equal to the excess, if any, of the amount realized
over the adjusted basis (as described above under "Taxation of Residual
Certificates--Basis and Losses") of such Residual Holder in such Residual
Certificate at the time of the sale or exchange. In addition to reporting the
taxable income of the REMIC Pool, a Residual Holder will have taxable income to
the extent that any cash distribution to it from the REMIC Pool exceeds such
adjusted basis on that Distribution Date. Such income will be treated as gain
from the sale or exchange of the Residual Certificate. It is possible that the
termination of the REMIC Pool may be treated as a sale or exchange of a Residual
Holder's Residual Certificate, in which case, if the Residual Holder has an
adjusted basis in its Residual Certificate remaining when its interest in the
REMIC Pool terminates, and if it holds such Residual Certificate as a capital
asset under Code Section 1221, then it will recognize a capital loss at that
time in the amount of such remaining adjusted basis.
Any gain on the sale of a Residual Certificate will be treated as ordinary
income (i) if a Residual Certificate is held as part of a "conversion
transaction" as defined in Code Section 1258(c), up to the amount of interest
that would have accrued on the Residual Certificateholder's net investment in
the conversion transaction at 120% of the appropriate applicable Federal rate in
effect at the time the taxpayer entered into the transaction minus any amount
previously treated as ordinary income with respect to any prior disposition of
property that was held as a part of such transaction or (ii) in the case of a
non-corporate taxpayer, to the extent such taxpayer has made an election under
Code Section 163(d)(4) to have net capital gains taxed as investment income at
ordinary income rates. In addition, gain or loss recognized from the sale of a
Residual Certificate by certain banks or thrift institutions will be treated as
ordinary income or loss pursuant to Code Section 582(c).
The Conference Committee Report to the 1986 Act provides that, except as
provided in Treasury regulations yet to be issued, the wash sale rules of Code
Section 1091 will apply to dispositions of Residual Certificates where the
seller of the Residual Certificate, during the period beginning six months
before the sale or disposition of the Residual Certificate and ending six months
after such sale or disposition, acquires (or enters into any other transaction
that results in the application of Code Section 1091) any residual interest in
any REMIC or any interest in a "taxable mortgage pool" (such as a non-REMIC
owner trust) that is economically comparable to a Residual Certificate.
MARK TO MARKET REGULATIONS
Prospective purchasers of the Residual Certificates should be aware that on
January 3, 1995, the Internal Revenue Service released proposed regulations (the
"Proposed Mark to Market Regulations") under Code Section 475 relating to the
requirement that a securities dealer mark to market securities held for sale to
customers. This mark-to-market requirement applies to all securities of a
dealer, except to the extent that the dealer has specifically identified a
security as held for investment. The Proposed Mark to Market Regulations provide
that, for purposes of this mark-to-market requirement, a Residual Certificate is
not treated as a security and thus may not be marked to market. The Proposed
Mark to Market Regulations apply to all Residual Certificates acquired on or
after January 4, 1995.
TAXES THAT MAY BE IMPOSED ON THE REMIC POOL
PROHIBITED TRANSACTIONS
Income from certain transactions by the REMIC Pool, called prohibited
transactions, will not be part of the calculation of income or loss includible
in the federal income tax returns of Residual Holders, but rather will be taxed
directly to the REMIC Pool at a 100% rate. Prohibited transactions generally
include (i) the disposition of a qualified
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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.
NET INCOME FROM FORECLOSURE PROPERTY
The REMIC Pool will be subject to federal income tax at the highest
corporate rate on "net income from foreclosure property," determined by
reference to the rules applicable to real estate investment trusts. Generally,
property acquired by deed in lieu of foreclosure would be treated as
"foreclosure property" for a period of two years, with possible extensions. Net
income from foreclosure property generally means gain from the sale of a
foreclosure property that is inventory property and gross income from
foreclosure property other than qualifying rents and other qualifying income for
a real estate investment trust.
LIQUIDATION OF THE REMIC POOL
If a REMIC Pool adopts a plan of complete liquidation, within the meaning of
Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in the
REMIC Pool's final tax return a date on which such adoption is deemed to occur,
and sells all of its assets (other than cash) within a 90-day period beginning
on such date, the REMIC Pool will not be subject to the prohibited transaction
rules on the sale of its assets, provided that the REMIC Pool credits or
distributes in liquidation all of the sale proceeds plus its cash (other than
amounts retained to meet claims) to holders of Regular Certificates and Residual
Holders within the 90-day period.
ADMINISTRATIVE MATTERS
The REMIC Pool will be required to maintain its books on a calendar year
basis and to file federal income tax returns for federal income tax purposes in
a manner similar to a partnership. The form for such income tax return is Form
1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return. The
Trustee will be required to sign the REMIC Pool's returns. Treasury regulations
provide that, except where there is a single Residual Holder for an entire
taxable year, the REMIC Pool will be subject to the procedural and
administrative rules of the Code applicable to partnerships, including the
determination by the Internal Revenue Service of any adjustments to, among other
things, items of REMIC income, gain, loss, deduction, or credit in a unified
administrative proceeding. The Sole Servicer or 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 Sole Servicer or 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
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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 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--
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Limitations on Offset or Exemption of REMIC Income." If the amounts paid to
Residual Holders who are Non-U.S. Persons are effectively connected with the
conduct of a trade or business within the United States by such Non-U.S.
Persons, 30% (or lower treaty rate) withholding will not apply. Instead, the
amounts paid to such Non-U.S. Persons will be subject to United States federal
income tax at regular rates. If 30% (or lower treaty rate) withholding is
applicable, such amounts generally will be taken into account for purposes of
withholding only when paid or otherwise distributed (or when the Residual
Certificate is disposed of) under rules similar to withholding upon disposition
of debt instruments that have original issue discount. See "Tax-Related
Restrictions on Transfer of Residual Certificates--Foreign Investors" above
concerning the disregard of certain transfers having "tax avoidance potential."
Investors who are Non-U.S. Persons should consult their own tax advisors
regarding the specific tax consequences to them of owning Residual Certificates.
BACKUP WITHHOLDING
Distributions made on the Regular Certificates, and proceeds from the sale
of the Regular Certificates to or through certain brokers, may be subject to a
"backup" withholding tax under Code Section 3406 of 31% on "reportable payments"
(including interest distributions, original issue discount, and, under certain
circumstances, principal distributions) unless the Regular Certificateholder
complies with certain reporting and/or certification procedures, including the
provision of its taxpayer identification number to the Trustee, its agent or the
broker who effected the sale of the Regular Certificate, or such
Certificateholder is otherwise an exempt recipient under applicable provisions
of the Code. Any amounts to be withheld from distribution on the Regular
Certificates would be refunded by the Internal Revenue Service or allowed as a
credit against the Regular Certificateholder's federal income tax liability.
REPORTING REQUIREMENTS
Reports of accrued interest, original issue discount and information
necessary to compute the accrual of market discount will be made annually to the
Internal Revenue Service and to individuals, estates, non-exempt and non-
charitable trusts, and partnerships who are either holders of record of Regular
Certificates or beneficial owners who own Regular Certificates through a broker
or middleman as nominee. All brokers, nominees and all other non-exempt holders
of record of Regular Certificates (including corporations, non-calendar year
taxpayers, securities or commodities dealers, real estate investment trusts,
investment companies, common trust funds, thrift institutions and charitable
trusts) may request such information for any calendar quarter by telephone or in
writing by contacting the person designated in Internal Revenue Service
Publication 938 with respect to a particular Series of Regular Certificates.
Holders through nominees must request such information from the nominee.
The Internal Revenue Service's Form 1066 has an accompanying Schedule Q,
Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net
Loss Allocation. Treasury regulations require that Schedule Q be furnished by
the REMIC Pool to each Residual Holder by the end of the month following the
close of each calendar quarter (41 days after the end of a quarter under
proposed Treasury regulations) in which the REMIC Pool is in existence.
Treasury regulations require that, in addition to the foregoing
requirements, information must be furnished quarterly to Residual Holders,
furnished annually, if applicable, to holders of Regular 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
STANDARD CERTIFICATES
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 Standard
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
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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
Standard 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
Standard 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 Standard 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 Standard Certificateholder's method of
accounting. A Standard 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 Standard
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 Standard 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 Standard
Certificates with respect to interest at the pass-through rate or as discount
income on such Standard 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 Standard 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:
1. A Standard 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"
within the meaning of Code Section 7701(a)(19)(C)(v), provided that the real
property securing the Mortgage Loans represented by that Standard
Certificate is of the type described in such section of the Code.
2. A Standard Certificate owned by a financial institution described in
Code Section 593(a) will be considered to represent "qualifying real
property loans" within the meaning of Code Section 593(d)(1), provided that
the real property securing the Mortgage Loans represented by that Standard
Certificate is of the type described in such section of the Code.
3. A Standard 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).
4. A Standard 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, 2 and 3 of the
immediately preceding paragraph. Code Section 593(d)(1)(C) provides that the
term "qualifying real property loan" does not include a loan "to the extent
secured by a deposit in or share of the taxpayer."
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The application of this provision to a Buy-Down Fund is uncertain, but may
require that a taxpayer's investment in a Buy-Down Loan be reduced by the
Buy-Down Fund. As to the treatment of Buy-Down Loans as "qualifying real
property loans" under Code Section 593(d)(1) if the exception of Code Section
593(d)(1)(C) is inapplicable, as "loans...secured by an interest in real
property" under Code Section 7701(a)(19)(C)(v) or as "real estate assets" under
Code Section 856(c)(5)(A), 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,
Standard Certificateholders are urged to consult their own tax advisors
concerning the effects of such arrangements on the characterization of such
Standard Certificateholder's investment for federal income tax purposes.
PREMIUM AND DISCOUNT
Standard 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 Standard Certificates or thereafter.
PREMIUM. The treatment of premium incurred upon the purchase of a Standard
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 Standard 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.
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
Standard 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. Standard Certificateholders also will be subject to the
market discount rules to the extent that the conditions for application of those
sections are met. Market discount on the Mortgage Loans will be determined and
will be reported as ordinary income generally in the manner described above
under "Federal Income Tax Consequences for REMIC Certificates--Taxation of
Regular Certificates--Market Discount," except that the ratable accrual methods
described therein will not apply. Rather, the holder will accrue market discount
pro rata over the life of the Mortgage Loans, unless the constant yield method
is elected. Unless indicated otherwise in the applicable Prospectus Supplement,
no prepayment assumption will be assumed for purposes of such accrual.
RECHARACTERIZATION OF SERVICING FEES
If the servicing fees paid to a Servicer were deemed to exceed reasonable
servicing compensation, the amount of such excess would represent neither income
nor a deduction to Certificateholders. In this regard, there are no
authoritative guidelines for federal income tax purposes as to either the
maximum amount of servicing compensation that may be considered reasonable in
the context of this or similar transactions or whether, in the case of the
Standard 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
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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 Standard Certificates, and the original issue discount
rules of the Code would apply to the holder thereof. While Standard
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 Standard
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 STANDARD CERTIFICATES
Upon sale or exchange of a Standard Certificate, a Standard
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 Standard Certificate. In general, the
aggregate adjusted basis will equal the Standard Certificateholder's cost for
the Standard Certificate, increased by the amount of any income previously
reported with respect to the Standard Certificate and decreased by the amount of
any losses previously reported with respect to the Standard 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 Standard
Certificate was held as a capital asset. However, gain on the sale of a Standard
Certificate will be treated as ordinary income (i) if a Standard 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 Standard
Certificateholder's net investment in the conversion transaction at 120% of the
appropriate applicable Federal rate in effect at the time the taxpayer entered
into the transaction minus any amount previously treated as ordinary income with
respect to any prior disposition of property that was held as a part of such
transaction or (ii) in the case of a non-corporate taxpayer, to the extent such
taxpayer has made an election under Code Section 163(d)(4) to have net capital
gains taxed as investment income at ordinary income rates. Pursuant to the
Revenue Reconciliation Act of 1993 capital gains of certain noncorporate
taxpayers are subject to a lower maximum tax rate than ordinary income of such
taxpayers. The maximum tax rate for corporations is the same with respect to
both ordinary income and capital gains.
STRIPPED CERTIFICATES
GENERAL
Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the principal payments on an obligation from ownership of
the right to receive some or all of the interest payments results in the
creation of "stripped bonds" with respect to principal payments and "stripped
coupons" with respect to interest payments. For purposes of this discussion,
Certificates that are subject to those rules will be referred to as "Stripped
Certificates." The Certificates will be subject to those rules if (i) the Seller
or any of its affiliates retains (for its own account or for purposes of
resale), in the form of Fixed Retained Yield or otherwise, an ownership interest
in a portion of the payments on the Mortgage Loans, (ii) the Seller or any of
its affiliates is treated as having an ownership interest in the Mortgage Loans
to the extent it is paid (or retains) servicing compensation in an amount
greater than reasonable
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consideration for servicing the Mortgage Loans (see "Standard
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
"Standard 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 "Standard 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. 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 "qualifying real property loans" within the meaning
of Code Section 593(d)(1), "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
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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 "Standard Certificates--Tax Status" above.
TAXATION OF STRIPPED CERTIFICATES
ORIGINAL ISSUE DISCOUNT. Except as described above under "General," each
Stripped Certificate will be considered to have been issued at an original issue
discount for federal income tax purposes. Original issue discount with respect
to a Stripped Certificate must be included in ordinary income as it accrues, in
accordance with a constant interest method that takes into account the
compounding of interest, which may be prior to the receipt of the cash
attributable to such income. Based in part on the OID Regulations and the
amendments to the original issue discount sections of the Code made by the 1986
Act, the amount of original issue discount required to be included in the income
of a holder of a Stripped Certificate (referred to in this discussion as a
"Stripped Certificateholder") in any taxable year likely will be computed
generally as described above under "Federal Income Tax Consequences for REMIC
Certificates--Taxation of Regular Certificates--Original Issue Discount" and
"--Variable Rate Regular Certificates." However, with the apparent exception of
a Stripped Certificate issued with DE MINIMIS original issue discount as
described above under "General," the issue price of a Stripped Certificate will
be the purchase price paid by each holder thereof, and the stated redemption
price at maturity will include the aggregate amount of the payments to be made
on the Stripped Certificate to such Stripped Certificateholder, presumably under
the Prepayment Assumption.
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 and the Proposed OID Regulations. The Proposed 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 Proposed OID Regulations,
such regulations may lead to different timing of income inclusion than would be
the case under the OID Regulations. Furthermore, application of such principles
could lead to the characterization of gain on the sale of contingent interest
Stripped Certificates as ordinary income. Investors should consult their tax
advisors regarding the appropriate tax treatment of Stripped Certificates.
SALE OR EXCHANGE OF STRIPPED CERTIFICATES. Sale or exchange of a Stripped
Certificate prior to its maturity will result in gain or loss equal to the
difference, if any, between the amount received and the Stripped
Certificateholder's adjusted basis in such Stripped Certificate, as described
above under "Federal Income Tax Consequences for REMIC Certificates--Taxation of
Regular Certificates--Sale or Exchange of Regular Certificates." To the extent
that a subsequent purchaser's purchase price is exceeded by the remaining
payments on the Stripped Certificates, such subsequent purchaser will be
required for federal income tax purposes to accrue and report such excess as if
it were original issue discount in the manner described above. It is not clear
for this purpose whether the assumed prepayment rate that is to be used in the
case of a Stripped Certificateholder other than an original Stripped
Certificateholder should be the Prepayment Assumption or a new rate based on the
circumstances at the date of subsequent purchase.
PURCHASE OF MORE THAN ONE CLASS OF STRIPPED CERTIFICATES. When an investor
purchases more than one Class of Stripped Certificates, it is currently unclear
whether for federal income tax purposes such Classes of Stripped Certificates
should be treated separately or aggregated for purposes of the rules described
above.
POSSIBLE ALTERNATIVE CHARACTERIZATIONS. The characterizations of the
Stripped Certificates discussed above are not the only possible interpretations
of the applicable Code provisions. For example, the Stripped Certificateholder
may be
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treated as the owner of (i) one installment obligation consisting of such
Stripped Certificate's pro rata share of the payments attributable to principal
on each Mortgage Loan and a second installment obligation consisting of such
Stripped Certificate's pro rata share of the payments attributable to interest
on each Mortgage Loan, (ii) as many stripped bonds or stripped coupons as there
are scheduled payments of principal and/or interest on each Mortgage Loan, or
(iii) a separate installment obligation for each Mortgage Loan, representing the
Stripped Certificate's pro rata share of payments of principal and/or interest
to be made with respect thereto. Alternatively, the holder of one or more
Classes of Stripped Certificates may be treated as the owner of a pro rata
fractional undivided interest in each Mortgage Loan to the extent that such
Stripped Certificate, or Classes of Stripped Certificates in the aggregate,
represent the same pro rata portion of principal and interest on each such
Mortgage Loan, and a stripped bond or stripped coupon (as the case may be),
treated as an installment obligation or contingent payment obligation, as to the
remainder. Final regulations issued on December 28, 1992 regarding original
issue discount on stripped obligations make the foregoing interpretations less
likely to be applicable. The preamble to 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 Trustee will furnish, within a reasonable time after the end of each
calendar year, to each Standard Certificateholder or Stripped Certificateholder
at any time during such year, such information (prepared on the basis described
above) as the Trustee deems to be necessary or desirable 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 Trustee 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 Trustee 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 Standard Certificate or Stripped 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
Standard Certificateholder or Stripped 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
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such Plans. The following is a general discussion of such requirements, and
certain applicable exceptions to and administrative exemptions from such
requirements. For purposes of this discussion, a person investing on behalf of
an individual retirement account established under Code Section 408 (an "IRA")
is regarded as a fiduciary and the IRA as a Plan.
Before purchasing any Certificates, a Plan fiduciary should consult with its
counsel and determine whether there exists any prohibition to such purchase
under the requirements of ERISA, 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 Sole
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 Sole 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,
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IRAs, and employee benefit plans not subject to ERISA (for example, governmental
plans), but this exception is tested immediately after each acquisition of an
equity interest in the entity whether upon initial issuance or in the secondary
market.
ADMINISTRATIVE EXEMPTIONS
INDIVIDUAL ADMINISTRATIVE EXEMPTIONS. Several underwriters of
mortgage-backed securities have applied for and obtained ERISA prohibited
transaction exemptions (each, an "Underwriter's Exemption") which are in some
respects broader than Prohibited Transaction Class Exemption 83-1 (described
below). Such exemptions can only apply to mortgage-backed securities which,
among other conditions, are sold in an offering with respect to which such
underwriter serves as the sole or a managing underwriter, or as a selling or
placement agent. If such an Underwriter's Exemption might be applicable to a
Series of Certificates, the related 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 & Poors ("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
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and at least fifty percent of the aggregate interest in the Trust Estate is
acquired by persons independent of the Restricted Group (as defined below); (ii)
such fiduciary (or its affiliate) is an obligor with respect to five percent or
less of the fair market value of the Mortgage Loans contained in the Trust
Estate; (iii) the Plan's investment in Certificates of any Class does not exceed
twenty-five percent of all of the Certificates of that Class outstanding at the
time of the acquisition and (iv) immediately after the acquisition no more than
twenty-five percent of the assets of the Plan with respect to which such person
is a fiduciary are invested in Certificates representing an interest in one or
more trusts containing assets sold or served by the same entity.
An Underwriter's Exemption does not apply to Plans sponsored by the Seller,
the underwriter specified in the applicable Prospectus Supplement, the 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.
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UNRELATED BUSINESS TAXABLE INCOME--RESIDUAL CERTIFICATES
The purchase of a Residual Certificate by any employee benefit plan
qualified under Code Section 401(a) and exempt from taxation under Code Section
501(a), including most varieties of ERISA Plans, may give rise to "unrelated
business taxable income" as described in Code Sections 511-515 and 860E.
Further, prior to the purchase of Residual Certificates, a prospective
transferee may be required to provide an affidavit to a transferor that it is
not, nor is it purchasing a Residual Certificate on behalf of, a "Disqualified
Organization," which term as defined above includes certain tax-exempt entities
not subject to Code Section 511 such as certain governmental plans, as discussed
above under the caption "Certain Federal Income Tax Consequences--Federal Income
Tax Consequences for REMIC Certificates--Taxation of Residual
Certificates--Tax-Related Restrictions on Transfer of Residual
Certificates--Disqualified Organizations."
DUE TO THE COMPLEXITY OF THESE RULES AND THE PENALTIES IMPOSED UPON PERSONS
INVOLVED IN PROHIBITED TRANSACTIONS, IT IS PARTICULARLY IMPORTANT THAT POTENTIAL
INVESTORS WHO ARE PLAN FIDUCIARIES CONSULT WITH THEIR COUNSEL REGARDING THE
CONSEQUENCES UNDER ERISA OF THEIR ACQUISITION AND OWNERSHIP OF CERTIFICATES.
THE SALE OF CERTIFICATES TO A PLAN IS IN NO RESPECT A REPRESENTATION BY THE
SELLER OR THE APPLICABLE UNDERWRITER THAT THIS INVESTMENT MEETS ALL RELEVANT
LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS GENERALLY OR ANY
PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR PLANS GENERALLY OR
ANY PARTICULAR PLAN.
LEGAL INVESTMENT
Standard Certificates which are not rated, as discussed below under "Rating"
will not constitute "mortgage related securities" for purposes of the Secondary
Mortgage Market Enhancement Act of 1984 (the "Enhancement Act"). Unless
otherwise specified in the related Prospectus Supplement, the Certificates other
than Residual Certificates (and if so specified in the related Prospectus
Supplement, the Residual Certificates) will constitute "mortgage related
securities" for purposes of the Enhancement Act and as such will be 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 the Enhancement Act,
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 the Enhancement Act. Accordingly, the investors affected by
such legislation will be authorized to invest in the Certificates only to the
extent provided in such legislation.
The Enhancement Act also amended the legal investment authority of federally
chartered depository institutions as follows: federal savings and loan
associations and federal savings banks may invest in, sell or otherwise deal
with mortgage related securities without limitation as to the percentage of
their assets represented thereby, federal credit unions may invest in mortgage
related securities, and national banks may purchase mortgage related securities
for their own account without regard to the limitations generally applicable to
investment securities set forth in 12 U.S.C. Section 24 (Seventh), subject in
each case to such regulations as the applicable federal regulatory authority may
prescribe. In this connection, federal credit unions should review National
Credit Union Administration 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 National Credit Union Administration has adopted rules, codified as 12
C.F.R. Section 703.5(f)-(k), which prohibit federal credit unions from investing
in certain mortgage related securities such as the Residual Certificates and the
Stripped Certificates, except under limited circumstances.
All depository institutions considering an investment in the Certificates
should review the "Supervisory Policy Statement on Securities Activities" dated
January 28, 1992 (the "Policy Statement") of the Federal Financial Institutions
Examination Council, and the April 15, 1994 Interim Revision thereto. The Policy
Statement, which has been adopted by the Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation, the Comptroller of
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the Currency and the Office of Thrift Supervision, effective February 10, 1992,
and by the National Credit Union Administration (with certain modifications),
effective June 26, 1992, prohibits depository institutions from investing in
certain "high-risk mortgage securities" (including securities such as certain
series and classes of the Certificates), except under limited circumstances, and
sets forth certain investment practices deemed to be unsuitable for regulated
institutions.
Institutions whose investment activities are subject to regulation by
federal or state authorities should review policies and guidelines adopted from
time to time by such authorities before purchasing any of the Certificates, as
certain Series or Classes (in particular, Stripped Certificates) may be deemed
unsuitable investments, or may otherwise be restricted, under such policies or
guidelines (in certain instances irrespective of the Enhancement Act).
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.
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, unless otherwise specified in the related
Prospectus Supplement, PHMC will indemnify the applicable underwriters against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended (the "Act").
The Prospectus Supplement with respect to any Series of Certificates offered
other than through underwriters will contain information regarding the nature of
such offering and any agreements to be entered into between the Seller and
dealers and/or the Seller and purchasers of Certificates of such Series.
98
<PAGE>
Purchasers of Certificates, including dealers, may, depending on the facts
and circumstances of such purchases, be deemed to be "underwriters" within the
meaning of the Act in connection with reoffers and sales by them of
Certificates. Certificateholders should consult with their legal advisors in
this regard prior to any such reoffer or sale.
If specified in the Prospectus Supplement relating to a Series of
Certificates, the Seller or any affiliate thereof may purchase some or all of
one or more Classes of Certificates of such Series from the underwriter or
underwriters at a price specified or described in such Prospectus Supplement.
Such purchaser may thereafter from time to time offer and sell, pursuant to this
Prospectus, some or all of such Certificates so purchased directly, through one
or more underwriters to be designated at the time of the offering of such
Certificates or through dealers acting as agent and/or principal. Such offering
may be restricted in the matter specified in such Prospectus Supplement. Such
transactions may be effected at market prices prevailing at the time of sale, at
negotiated prices or at fixed prices. The underwriters and dealers participating
in such purchaser's offering of such Certificates may receive compensation in
the form of underwriting discounts or commissions from such purchaser and such
dealers may receive commissions from the investors purchasing such Certificates
for whom they may 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 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 Act.
One or more affiliates of the Seller, the Sole Servicer and the Master
Servicer, including Prudential Securities Incorporated, may act as underwriter
or dealer with respect to Certificates of any Series. Any such affiliate will be
identified in the applicable Prospectus Supplement.
LEGAL MATTERS
Certain legal matters will be passed upon for the Seller by Cadwalader,
Wickersham & Taft, New York, New York and for any underwriters by Brown & Wood,
New York, New York.
RATING
It is a condition to the issuance of the Stripped Certificates and the
Multi-Class Certificates of any Series that they be rated in one of the four
highest categories by at least one Rating Agency. Standard Certificates may or
may not be rated by a 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.
99
<PAGE>
INDEX OF SIGNIFICANT DEFINITIONS
<TABLE>
<CAPTION>
TERM PAGE
- --------------------------------------------------------------------------- ----
<S> <C>
Advances................................................................... 54
Aggregate Losses........................................................... 35
Amounts Held for Future Distribution....................................... 27
Applicable Servicer........................................................ 15
Assumed Reinvestment Rate.................................................. 34
Balloon Loan............................................................... 17
Balloon Period............................................................. 17
Buy-Down Fund.............................................................. 16
Buy-Down Loans............................................................. 16
CERCLA..................................................................... 68
Certificate Account........................................................ 51
Certificates............................................................... 1
Class...................................................................... 1
Code....................................................................... 10
Compound Interest Certificates............................................. 25
Cross-Over Date............................................................ 29
Curtailments............................................................... 26
Cut-Off Date............................................................... 8
Delegated Underwriting..................................................... 44
Depository................................................................. 51
Determination Date......................................................... 25
Distributable Amount....................................................... 25
Distribution Date.......................................................... 8
Due Date................................................................... 15
Due Period................................................................. 33
Eligible Custodial Account................................................. 51
Eligible Investments....................................................... 36
ECS........................................................................ 45
ECS Score.................................................................. 45
ERISA...................................................................... 11
FDIC....................................................................... 51
FHLMC...................................................................... 16
Fixed Retained Yield....................................................... 9
FNMA....................................................................... 16
GEMICO..................................................................... 48
Holder..................................................................... 71
Initial Deposit............................................................ 35
Interest Rate.............................................................. 1
Last Scheduled Distribution Date........................................... 34
Late Payment............................................................... 26
Late Payment Period........................................................ 26
Liquidation Proceeds....................................................... 52
Loan-to-Value Ratio........................................................ 15
Master Servicer............................................................ 1
Master Servicer Custodial Account.......................................... 51
Master Servicing Fee....................................................... 9
Mortgage Interest Rate..................................................... 9
Mortgage Loans............................................................. 1
Mortgage Notes............................................................. 14
Mortgaged Properties....................................................... 14
</TABLE>
100
<PAGE>
<TABLE>
<CAPTION>
TERM PAGE
- --------------------------------------------------------------------------- ----
Mortgages.................................................................. 14
<S> <C>
Multi-Class Certificate Distribution Amount................................ 33
Multi-Class Certificates................................................... 1
Net Foreclosure Profits.................................................... 28
Net Mortgage Interest Rate................................................. 9
Non-Pro Rata Certificate................................................... 73
Other Advances............................................................. 54
OTS........................................................................ 69
Partial Liquidation Proceeds............................................... 26
Paying Agent............................................................... 54
Payment Deficiencies....................................................... 35
Pass-Through Rate.......................................................... 8
Percentage Certificates.................................................... 24
Periodic Advances.......................................................... 10
PHMC....................................................................... 1
PHMSC...................................................................... 1
PLMSC...................................................................... 42
PMCC....................................................................... 42
Pool Distribution Amount................................................... 27
Pool Insurers.............................................................. 48
Pool Scheduled Principal Balance........................................... 30
Pool Value................................................................. 33
Pool Value Group........................................................... 33
Pooling and Servicing Agreement............................................ 7
Prepayment Assumption...................................................... 74
Prepayment Interest Shortfall.............................................. 26
Prudential Insurance....................................................... 7
Rating Agency.............................................................. 11
Record Date................................................................ 8
Registration Statement..................................................... 2
Regular Certificateholder.................................................. 73
Regular Certificates....................................................... 23
REMIC...................................................................... 1
Remittance Date............................................................ 52
Representing Party......................................................... 18
Residual Certificates...................................................... 23
RSCA....................................................................... 7
SASCOR..................................................................... 1
Scheduled Principal........................................................ 26
Scheduled Principal Balance................................................ 26
Seller..................................................................... 1
Senior Certificates........................................................ 1
Senior Class............................................................... 25
Senior Class Carryover Shortfall........................................... 29
Senior Class Distributable Amount.......................................... 25
Senior Class Distribution Amount........................................... 29
Senior Class Principal Portion............................................. 25
Senior Class Pro Rata Share................................................ 28
Senior Class Shortfall..................................................... 28
Senior Class Shortfall Accruals............................................ 29
Series..................................................................... 1
Servicer................................................................... 1
</TABLE>
101
<PAGE>
<TABLE>
<CAPTION>
TERM PAGE
- --------------------------------------------------------------------------- ----
Servicing Account.......................................................... 57
<S> <C>
Servicing Fee.............................................................. 9
Shifting Interest Certificates............................................. 25
Sole Servicer.............................................................. 1
Special Distributions...................................................... 34
Special Hazard Loss Amount................................................. 37
Special Hazard Mortgage Loan............................................... 37
Special Hazard Termination Date............................................ 37
Specified Subordination Reserve Fund Balance............................... 35
Spread..................................................................... 33
Standard Certificates...................................................... 1
Standard Hazard Insurance Policy........................................... 17
Stated Amount.............................................................. 1
Stripped Certificates...................................................... 1
Subclass................................................................... 1
Subordinated Amount........................................................ 9
Subordinated Certificates.................................................. 1
Subordinated Class Distributable Amount.................................... 26
Subordinated Class Principal Portion....................................... 26
Subordinated Class Pro Rata Share.......................................... 28
Subordination Reserve Fund................................................. 9
Subsidy Account............................................................ 16
Subsidy Loans.............................................................. 16
Treasury Regulations....................................................... 19
Trust Estate............................................................... 1
Trustee.................................................................... 64
UCC........................................................................ 66
UGRIC...................................................................... 48
Underlying Servicing Agreement............................................. 7
Unpaid Interest Shortfall.................................................. 29
Voting Interests........................................................... 61
</TABLE>
102
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses expected to be incurred in connection with the issuance and
distribution of the securities being registered, other than underwriting
compensation, are as set forth below. All such expenses except for the
registration and filing fees are estimated.
<TABLE>
<S> <C>
SEC Registration Fee.................................................... $ 5,172,414
Legal Fees and Expenses................................................. 3,135,000
Accounting Fees and Expenses............................................ 890,000
Trustee's Fees and Expenses (including counsel fees).................... 400,000
Printing and Engraving Fees............................................. 1,815,000
Rating Agency Fees...................................................... 7,675,000
Miscellaneous........................................................... 2,000,000
-----------
Total............................................................... $21,087,414
-----------
-----------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a Delaware
corporation may indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
officer or director acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation's best interests and, for criminal
proceedings, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer and director actually and reasonably incurred.
The Restated Certificate of Incorporation of The Prudential Home Mortgage
Securities Company, Inc., provides for indemnification of officers and directors
to the full extent permitted by the Delaware General Corporation Law.
The Pooling and Servicing Agreements for each Series of Certificates provide
either that the Registrant and the partners, directors, officers, employees and
agents of the Registrant, or that the Sole Servicer, any subservicer, and the
partners, directors, officers, employees and agents of the Sole Servicer or any
subservicer, will 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 or
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.
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
1.1* Form of Underwriting Agreement.
3.1 Restated Certificate of Incorporation of The Prudential Home Mortgage
Securities Company, Inc. incorporated by reference from Exhibit 3.1 of
the Registration Statement on Form S-11 (File No. 33-29849).
3.2 Bylaws of The Prudential Home Mortgage Securities Company, Inc.
incorporated by reference from Exhibit 3.2 of the Registration
Statement on Form S-11 (File No. 33-29849).
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
4.1 Form of Pooling and Servicing Agreement providing for credit enhancement
by subordination arrangement without shifting interests of Senior and
Subordinated Classes incorporated by reference from Exhibit 4.1 of the
Registration Statement on Form S-11 (File No. 33-29849).
4.2 Form of Pooling and Servicing Agreement providing for credit enhancement
by subordination arrangement without shifting interests of Senior and
Subordinated Classes incorporated by reference from Exhibit 4.2 of the
Registration Statement on Form S-11 (File No. 33-41214).
4.3 Form of Pooling and Servicing Agreement providing for credit enhancement
by subordination arrangement including shifting interests of Senior,
Mezzanine and Subordinated Classes incorporated by reference from
Exhibit 4.3 of the Registration Statement on Form S-11 (File No.
33-52962).
4.4* Form of Pooling and Servicing Agreement providing for credit enhancement
by subordination arrangement including shifting interests of Senior,
Mezzanine and Subordinated Classes and providing for the servicing of
the Mortgage Loans by multiple servicers and a master servicer.
5.1 Opinion of Cadwalader, Wickersham & Taft with respect to certain matters
involving the Certificates.
8.1 Opinion of Cadwalader, Wickersham & Taft as to tax matters.
10.1* Form of Servicing Agreement.
20.1* Form of Supplement to Prospectus Supplement.
23.1 Consent of Cadwalader, Wickersham & Taft (included as part of Exhibits
5.1 and 8.1).
23.2 Consent of Coopers & Lybrand regarding Financial Security Assurance Inc.
24.1* Power of Attorney.
24.2* Power of Attorney.
24.3* Power of Attorney.
24.4* Power of Attorney.
</TABLE>
- ------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
(a)Undertaking pursuant to Rule 415.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change of such information in the Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-2
<PAGE>
(b) Undertaking in respect of indemnification.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions , or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-effective
Amendment No. 6 on Form S-3 to Form S-11 Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Frederick, State of Maryland on January 25, 1996.
THE PRUDENTIAL HOME MORTGAGE
SECURITIES COMPANY, INC.
By: /s/ JAMES B. SVINTH
-----------------------------------
Name: James B. Svinth
Title: Vice President
II-4
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 6 ON FORM S-3 TO FORM S-11 REGISTRATION STATEMENT
HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
* Chief Executive Officer,
- ----------------------------------- President January 25, 1996
Marvin I. Moskowitz and Director
*
- ----------------------------------- Treasurer January 25, 1996
Daniel Rosen
*
- ----------------------------------- Controller January 25, 1996
Jerry Halbrook
*
- ----------------------------------- Executive Vice President, January 25, 1996
Roy J. Kasmar Director
*
- ----------------------------------- Vice President, Director January 25, 1996
James B. Svinth
By: /s/JAMES B. SVINTH
- -----------------------------------
James B. Svinth
Attorney-in-Fact(1)
- ------------
(1) James B. Svinth, by signing his name hereto, does sign this document on
behalf of the person indicated above pursuant to a power of attorney duly
executed by such person and filed with the Securities and Exchange
Commission.
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT DESCRIPTION NUMBERED PAGE
- ------- ------------------------------------------------------- -----------------
<C> <S> <C>
1.1* Form of Underwriting Agreement.
3.1 Restated Certificate of Incorporation of The Prudential
Home Mortgage Securities Company, Inc. incorporated by
reference from Exhibit 3.1 of the Registration
Statement on Form S-11 (File No. 33-29849)............
3.2 Bylaws of The Prudential Home Mortgage Securities
Company, Inc. incorporated by reference from Exhibit
3.2 of the Registration Statement on Form S-11 (File
No. 33-29849).........................................
4.1 Form of Pooling and Servicing Agreement providing for
credit enhancement by subordination arrangement
without shifting interests of Senior and Subordinated
Classes incorporated by reference from Exhibit 4.1 of
the Registration Statement on Form S-11 (File No.
33-29849).............................................
4.2 Form of Pooling and Servicing Agreement providing for
credit enhancement by subordination arrangement
without shifting interests of Senior and Subordinated
Classes incorporated by reference from Exhibit 4.2 of
the Registration Statement on Form S-11 (File No.
33-41214).............................................
4.3 Form of Pooling and Servicing Agreement providing for
credit enhancement by subordination arrangement
including shifting interests of Senior, Mezzanine and
Subordinated Classes incorporated by reference from
Exhibit 4.3 of the Registration Statement on Form S-11
(File No. 33-52962)...................................
4.4* Form of Pooling and Servicing Agreement providing for
credit enhancement by subordination arrangement
including shifting interests of Senior, Mezzanine and
Subordinated Classes and providing for the servicing
of the Mortgage Loans by multiple servicers and a
master servicer.......................................
5.1 Opinion of Cadwalader, Wickersham & Taft with respect
to certain matters involving the Certificates.........
8.1 Opinion of Cadwalader, Wickersham & Taft as to tax
matters...............................................
10.1* Form of Servicing Agreement............................
20.1* Form of Supplement to Prospectus Supplement............
23.1 Consent of Cadwalader, Wickersham & Taft (included as
part of
Exhibits 5.1 and 8.1).................................
23.2 Consent of Coopers & Lybrand regarding Financial
Security Assurance Inc.
24.1* Power of Attorney.
24.2* Power of Attorney.
24.3* Power of Attorney.
24.4* Power of Attorney.
</TABLE>
- ------------
* Previously filed.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
January 26, 1996
The Prudential Home Mortgage
Securities Company, Inc.
5325 Spectrum Drive
Frederick, Maryland 21701
Re: Mortgage Pass-Through Certificates
- --------------------------------
Gentlemen:
We have acted as your counsel in connection with the Registration Statement
(File No. 33-72966) filed with the Securities and Exchange Commission (the
"Commission") on December 15, 1993, pursuant to the Securities Act of 1933, as
amended, and declared effective on April 5, 1994 and as amended by
Post-effective Amendment No. 1 thereto filed with the Commission on May 4, 1994
and declared effective on May 6, 1994, Post-effective Amendment No. 2 thereto
filed with the Commission on June 8, 1994 and declared effective on June 10,
1994, Post-effective Amendment No. 3 thereto filed with the Commission on July
28, 1994 and declared effective on July 28, 1994, Post-effective Amendment No. 4
thereto filed with the Commission on August 8, 1995 and declared effective on
August 9, 1995, Post-effective Amendment No. 5 thereto filed with the Commission
on November 3, 1995 and declared effective on November 16, 1995, and
Post-effective Amendment No. 6 thereto to be filed with the Commission on the
date hereof (as amended, the "Registration Statement"). The Registration
Statement covers Mortgage Pass-Through Certificates ("Certificates") to be sold
by The Prudential Home Mortgage Securities Company, Inc. ("PHMSC") in one or
more series (each, a "Series") of Certificates. Each Series of Certificates will
be issued under a separate pooling and servicing agreement (each, a "Pooling and
Servicing Agreement") among PHMSC, a trustee to be identified in the Prospectus
Supplement for such Series of Certificates (a "Trustee"), and Securitized Asset
Services Corporation, as master servicer (the "Master Servicer"), or The
Prudential Home Mortgage Company, Inc., as sole servicer of the Mortgage Loans
("PHMC"). Forms of Pooling and Servicing Agreements are included as Exhibits to
the Registration Statement. Capitalized terms used and not otherwise defined
herein have the respective meanings ascribed to such terms in the Registration
Statement.
We have examined originals or copies certified or otherwise identified to
our satisfaction of such documents and records of PHMSC, and such public
documents and records as we have deemed necessary as a basis for the opinions
hereinafter expressed.
Based on the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement for a Series of Certificates has
been duly and validly authorized, executed and delivered by PHMSC, a
Trustee and the Master Servicer or PHMC, such Pooling and Servicing
Agreement will constitute a valid and legally binding agreement of PHMSC,
enforceable against PHMSC in accordance with its terms, subject to
applicable bankruptcy, reorganization, insolvency, moratorium and other
laws affecting the enforcement of rights of creditors generally and to
general principles of equity and the discretion of the court (regardless
of whether enforceability is considered in a proceeding in equity or at
law); and
2. When a Pooling and Servicing Agreement for a Series of Certificates has
been duly and validly authorized, executed and delivered by PHMSC, a
Trustee and the Master Servicer or PHMC, and the Certificates of
<PAGE>
such Series have been duly executed, authenticated, delivered and sold as
contemplated in the Registration Statement, such Certificates will be
legally and validly issued, fully paid and nonassessable, and the holders
of such Certificates will be entitled to the benefits of such Pooling and
Servicing Agreement.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
This consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Act.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
<PAGE>
EXHIBIT 8.1
[LETTERHEAD]
January 26, 1996
The Prudential Home Mortgage
Securities Company, Inc.
5325 Spectrum Drive
Frederick, Maryland 21701
Re: Mortgage Pass-Through Certificates
- --------------------------------
Gentlemen:
We have acted as your counsel in connection with the Registration Statement
(File No. 33-72966) filed with the Securities and Exchange Commission (the
"Commission") on December 15, 1993 pursuant to the Securities Act of 1933, as
amended, and declared effective on April 5, 1994 and as amended by
Post-effective Amendment No. 1 thereto filed with the Commission on May 4, 1994
and declared effective on May 6, 1994, Post-effective Amendment No. 2 thereto
filed with the Commission on June 8, 1994 and declared effective on June 10,
1994, Post-effective Amendment No. 3 thereto filed with the Commission on July
28, 1994 and declared effective on July 28, 1994, Post-effective Amendment No. 4
thereto filed with the Commission on August 8, 1995 and declared effective on
August 9, 1995, Post-effective Amendment No. 5 thereto filed with the Commission
on November 3, 1995 and declared effective on November 16, 1995, and
Post-effective Amendment No. 6 thereto to be filed with the Commission on the
date hereof (as amended, the "Registration Statement"). Capitalized terms used
and not otherwise defined herein have the respective meanings ascribed to such
terms in the Registration Statement.
In rendering the opinion set forth below, we have examined and relied upon
the following: (1) the Registration Statement, the Prospectus and the forms of
Prospectus Supplement constituting a part thereof, each substantially in the
form being filed with the Commission; (2) the forms of the Pooling and Servicing
Agreements incorporated by reference as Exhibits to the Registration Statement;
and (3) such other documents, materials, and authorities as we have deemed
necessary in order to enable us to render our opinion set forth below.
As counsel to The Prudential Home Mortgage Securities Company, Inc.
("PHMSC"), we have advised PHMSC with respect to certain federal income tax
aspects of the proposed issuance of the Certificates. Such advice has formed the
basis for the description of material federal income tax consequences for
holders of the Certificates that appears under the heading "Certain Federal
Income Tax Consequences" in the Prospectus and under the headings "Summary
Information--Federal Income Tax Status" and "Federal Income Tax Considerations"
in each form of Prospectus Supplement. Such descriptions do not purport to
discuss all possible federal income tax ramifications of the proposed insuance
of the Certificates, but, with respect to those federal income tax consequences
that are discussed, in our opinion, the description is accurate in all material
respects.
This opinion is based on facts and circumstances set forth in the Prospectus
and each form of Prospectus Supplement and in the other documents reviewed by
us. Our opinion as to the matters set forth herein could change with respect to
a particular Series of Certificates as a result of changes in facts and
circumstances, changes in the terms of the documents reviewed by us, or changes
in the law subsequent to the date hereof. As the Registration Statement
contemplates Series of Certificates with numerous different characteristics, the
particular characteristics of each Series of Certificates must be considered in
determining the applicability of this opinion to a particular Series of
Certificates. The opinion contained in each Prospectus Supplement and Prospectus
prepared pursuant to the Registration Statement is, accordingly, deemed to be
incorporated herein.
<PAGE>
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the references to our firm under the heading
"Certain Federal Income Tax Consequences" in the Prospectus. This consent is not
to be construed as an admission that we are a person whose consent is required
to be filed with the Registration Statement under the provisions of the Act.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
<PAGE>
EXHIBIT 23.2
[LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment No. 6
on Form S-3 to Form S-11 (Registration No. 33-72966) of The Prudential Home
Mortgage Securities Company, Inc., relating to Mortgage Pass-Through
Certificates, of our report dated January 16, 1995 on our audits of the
consolidated financial statements of Financial Security Assurance Inc. and
Subsidiaries. We also consent to the reference to our Firm under the caption
"Experts."
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
January 25, 1996
