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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(B)(2) CHECK THIS BOX /X/
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THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
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HEADLANDS HOME EQUITY LOAN TRUST 1997-1
(Exact name of obligor as specified in its charter)
Delaware Pending
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
c/o Wilmington Trust Company, as Owner Trustee
Rodney Square North
1100 Market Street 19890
Wilmington, Delaware (Zip Code)
(Address of Principal Executive Offices)
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HEADLANDS MORTGAGE SECURITIES INC.
(Exact name of sponsor of the obligor as specified in its charter)
Delaware 68-039-7342
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
700 Larkspur Landing Circle
Suite 240 94939
Larkspur, California (Zip Code)
(Address of Principal Executive Offices)
HEADLANDS HOME EQUITY LOAN TRUST 1997-1 ASSET BACKED NOTES
(Title of Indenture Securities)
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ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISION AUTHORITY TO
WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D. C., Federal Deposit
Insurance Corporation, Washington, D. C., The Board of Governors
of the Federal Reserve System, Washington, D. C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the trustee now in
effect.*
2. A copy of the certificates of authority of the trustee to
commence business.*
3. A copy of the authorization of the trustee to exercise corporate
trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of the
Act.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising
or examining authority.
8. Not applicable.
9. Not applicable.
* EXHIBIT 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 12 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 26 TO THE REGISTRATION STATEMENT ON FORM S-3 OF ITT
CORPORATION, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15,
1996 (REGISTRATION NO. 333-07221).
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Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, The First National Bank of Chicago, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Chicago, and State of
Illinois, on the 13th day of August, 1997.
The First National Bank of Chicago,
Trustee,
By: /s/ Steven M. Wagner
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Steven M. Wagner
Vice President
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EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(B) OF THE ACT
August 13, 1997
Securities and Exchange Commission
Washington, D. C. 20549
Gentlemen:
In connection with the qualification of an indenture between Headlands Home
Equity Loan Trust 1997-1 and The First National Bank of Chicago, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State Authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Steven M. Wagner
-----------------------------------
Steven M. Wagner
Vice President
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EXHIBIT 7
A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining authority.
<PAGE> 7
EXHIBIT 7
<TABLE>
<S> <C> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1997
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
</TABLE>
<TABLE>
<CAPTION>
C400
DOLLAR AMOUNTS IN ------------
THOUSANDS RCFD BIL MIL THOU
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<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)............. 0081 3,871,170 1.a.
b. Interest-bearing balances(2)...................................... 0071 6,498,314 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A). 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)...... 1773 3,901,208 2.b.
3. Federal funds sold and securities purchased under agreements to
resell 1350 4,612,975 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C)................................................................ RCFD 2122 23,345,201 4.a.
b. LESS: Allowance for loan and lease losses......................... RCFD 3123 420,963 4.b.
c. LESS: Allocated transfer risk reserve............................. RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c).............................. 2125 22,924,238 4.d.
5. Trading assets (from Schedule RD-D).................................. 3545 8,792,158 5.
6. Premises and fixed assets (including capitalized leases)............. 2145 706,928 6.
7. Other real estate owned (from Schedule RC-M)......................... 2150 6,563 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)....................................... 2130 61,551 8.
9. Customers' liability to this bank on acceptances outstanding......... 2155 488,866 9.
10. Intangible assets (from Schedule RC-M)............................... 2143 291,569 10.
11. Other assets (from Schedule RC-F).................................... 2160 1,775,283 11.
12. Total assets (sum of items 1 through 11)............................. 2170 53,930,823 12.
</TABLE>
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
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<TABLE>
<S> <C> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
SCHEDULE RC-CONTINUED
</TABLE>
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
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<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1).......................... RCON 2200 21,550,056 13.a.
(1) Noninterest-bearing(1)........................... RCON 6631 8,895,137 13.a.1
(2) Interest-bearing................................. RCON 6636 12,654,919 13.a.2
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs (from Schedule
RC-E, part II)....................................... RCFN 2200 12,364,650 13.b.
(1) Noninterest bearing.............................. RCFN 6631 287,496 13.b.1
(2) Interest-bearing................................. RCFN 6636 12,077,154 13.b.2
14. Federal funds purchased and securities
sold under agreements to repurchase: RCFD 2800 3,817,421 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 63,621 15.a.
b. Trading Liabilities(from Schedule RC-D).............. RCFD 3548 5,872,831 15b.
16. Other borrowed money:
a. With original maturity of one year or less........... RCFD 2332 2,607,549 16.a.
b. With original maturity of more than one year........ RCFD 2333 322,414 16b.
17. Not applicable
18. Bank's liability on acceptance executed and
outstanding............................................. RCFD 2920 488,866 18.
19. Subordinated notes and debentures....................... RCFD 3200 1,550,000 19.
20. Other liabilities (from Schedule RC-G).................. RCFD 2930 1,196,229 20.
21. Total liabilities (sum of items 13 through 20).......... RCFD 2948 49,833,637 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus........... RCFD 3838 0 23.
24. Common stock............................................ RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to
preferred stock)........................................ RCFD 3839 2,944,244 25.
26. a. Undivided profits and capital reserves............... RCFD 3632 954,885 26.a.
b. Net unrealized holding gains (losses) on
available-for-sale securities........................ RCFD 8434 (1,089) 26.b.
27. Cumulative foreign currency translation adjustments..... RCFD 3284 (1,712) 27.
28. Total equity capital (sum of items 23 through 27)....... RCFD 3210 4,097,186 28.
29. Total liabilities, limited-life preferred stock,
and equity capital (sum of items 21, 22, and 28)........ RCFD 3300 53,930,823 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below
that best describes the most comprehensive level of auditing Number
work performed for the bank by independent external --------------
auditors as of any date during 1996 ..............................RCFD 6724 ...... 2 M.1.
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
8
