<PAGE> 1
Filed Pursuant to Rule 424(b)5
Registration No. 333-72907
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 3, 1999
$474,776,100
(APPROXIMATE)
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-TBC3
MELLON RESIDENTIAL FUNDING CORPORATION
DEPOSITOR
THE BOSTON COMPANY
BOSTON SAFE DEPOSIT AND TRUST COMPANY
SELLER AND MASTER SERVICER
------------------------------
CERTIFICATES OFFERED
- Classes of mortgage pass-through
certificates listed below
ASSETS
- Adjustable rate, first lien,
residential mortgage loans
- Funds in the pre-funding and
capitalized interest accounts
CREDIT ENHANCEMENT
- Subordination
Neither the Securities and Exchange
Commission nor any state securities
commission has approved or disapproved
these securities or determined if this
prospectus supplement or the attached
prospectus is accurate or complete.
Making any contrary representation is a
criminal offense.
You should carefully consider
the risk factors beginning on
page S-8 in this prospectus
supplement and on page 2 of the
prospectus.
The certificates are obligations
only of the trust.
Neither the certificates nor the
mortgage loans are guaranteed
by any person.
The certificates are not bank
deposits.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
INITIAL CLASS EXPECTED RATINGS INITIAL CLASS
CERTIFICATE PASS-THROUGH -------------------- CERTIFICATE
BALANCE RATE S&P MOODY'S BALANCE
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Class A-1 $465,656,000 Adjustable AAA Aaa Class B-1 $4,800,000
------------------------------------------------------------------------------------------------------------------
Class X (1) Variable AAA Aaa Class B-2 $1,920,000
------------------------------------------------------------------------------------------------------------------
Class A-R $ 100 Variable AAA -- Class B-3 $2,400,000
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
EXPECTED RATINGS
PASS-THROUGH --------------------
RATE S&P MOODY'S
-----------------------------------------------------------------
<S> <C> <C> <C>
Class B-1 Variable AA Aa2
-----------------------------------------------------------------
Class B-2 Variable A A2
-----------------------------------------------------------------
Class B-3 Variable BBB Baa2
-----------------------------------------------------------------
-----------------------------------------------------------------
</TABLE>
(1) This class will not receive any principal payments but will accrue interest
on its notional amount, which initially will be approximately $480,058,161.
The pass-through rate on the Class A-1 Certificates is subject to
adjustment on each distribution date based on one-month LIBOR subject to the
limits described in this prospectus supplement.
The pass-through rates on the Class X, Class B-1, Class B-2 and Class B-3
Certificates may vary on each distribution date based on the mortgage rates on
the mortgage loans.
------------------------------
Subject to the satisfaction of certain conditions, the underwriters named
below will purchase the offered certificates, other than the Class A-R
Certificates, from the depositor. The underwriters will offer the offered
certificates to the public from time to time in negotiated transactions or
otherwise at varying prices to be determined at the time of sale. The
underwriters will pay the depositor an amount equal to approximately 100.68% of
the aggregate principal balance of the offered certificates plus accrued
interest from August 1, 2000, except in the case of the Class A-1 Certificates,
before deducting issuance expenses payable by the depositor. See "Method of
Distribution" in this prospectus supplement. The offered certificates, except
the Class A-R Certificates, will be issued in book-entry form only, and the
Class A-R Certificates will be issued in physical form, on or about August 15,
2000.
------------------------------
Greenwich Capital Logo MELLON FINANCIAL MARKETS, LLC
UNDERWRITERS
AUGUST 10, 2000
<PAGE> 2
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS.
We provide information to you about the certificates in two separate
documents that provide progressively more detail:
- the accompanying prospectus, which provides general information, some of
which may not apply to your series of certificates; and
- this prospectus supplement, which describes the specific terms of your
series of certificates.
YOU SHOULD RELY PRIMARILY ON THE DESCRIPTION OF YOUR CERTIFICATES IN THIS
PROSPECTUS SUPPLEMENT.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS SUPPLEMENT
CAPTION PAGE
------- ----
<S> <C>
Summary of Terms..................... S-3
Risk Factors......................... S-8
The Mortgage Pool.................... S-13
Boston Safe Deposit and Trust
Company............................ S-30
Servicing of Mortgage Loans.......... S-34
Description of the Certificates...... S-35
Yield, Prepayment and Maturity
Considerations..................... S-52
Credit Enhancement................... S-64
Use of Proceeds...................... S-66
Federal Income Tax Considerations.... S-66
ERISA Considerations................. S-68
Method of Distribution............... S-72
Legal Matters........................ S-73
Ratings.............................. S-73
Annex I--Global Clearance, Settlement
and Tax Documentation Procedures... S-75
</TABLE>
<TABLE>
<CAPTION>
PROSPECTUS
CAPTION PAGE
------- ----
<S> <C>
Risk Factors......................... 2
Incorporation of Certain Documents by
Reference.......................... 8
The Trust Fund....................... 10
Use of Proceeds...................... 21
The Depositor........................ 22
Mortgage Loan Program................ 23
Description of the Certificates...... 30
Credit Enhancement................... 51
Yield and Prepayment
Considerations..................... 57
The Pooling and Servicing
Agreement.......................... 60
Certain Legal Aspects of the Mortgage
Loans.............................. 78
Federal Income Tax Considerations.... 87
State Tax Considerations............. 120
ERISA Considerations................. 120
Legal Investment..................... 125
Method of Distribution............... 127
Legal Matters........................ 128
Financial Information................ 128
Rating............................... 128
Index to Defined Terms............... 129
</TABLE>
S-2
<PAGE> 3
SUMMARY OF TERMS
This section gives a brief summary of the information contained in this
prospectus supplement. The summary does not include all of the important
information about the offered certificates. We recommend that you review
carefully the more detailed information in this prospectus supplement and in the
prospectus.
TITLE OF CERTIFICATES...... Mortgage Pass-Through Certificates, Series
2000-TBC3.
ISSUER..................... MRFC Mortgage Pass-Through Trust, Series 2000-TBC3.
DEPOSITOR.................. Mellon Residential Funding Corporation.
SELLER..................... Boston Safe Deposit and Trust Company.
MASTER SERVICER............ Boston Safe Deposit and Trust Company.
SUBSERVICER................ Dovenmuehle Mortgage, Inc.
TRUSTEE.................... Wells Fargo Bank Minnesota, National Association.
STANDBY PURCHASER.......... Mellon Bank, N.A.
CUT-OFF DATE............... For any mortgage loan delivered on the closing
date, the close of business on August 1, 2000. For
any mortgage loan delivered after the closing date,
the later of the first day of the month of the
transfer to the trust fund and the date of
origination of that mortgage loan.
CLOSING DATE............... On or about August 15, 2000.
DETERMINATION DATE......... The 10th day of each month or, if the 10th day is
not a business day, the preceding business day.
DISTRIBUTION DATE.......... The 15th day of each month or, if the 15th day is
not a business day, the first business day
thereafter, beginning in September 2000.
RECORD DATE................ The last business day of the month prior to the
month that includes the applicable distribution
date except that the record date for the Class A-1
Certificates will be the business day immediately
preceding the applicable distribution date.
S-3
<PAGE> 4
DESIGNATIONS
Each class of certificates will have different characteristics. Certain of those
characteristics are reflected in the following general designations. These
designations are used in this prospectus supplement and the prospectus to
provide you with a better understanding of your certificates.
Book-Entry Certificates
All classes of certificates except for the Physical Certificates.
Notional Amount Certificates
Class X Certificates
Offered Certificates
Each class of certificates listed on the cover page of this prospectus
supplement.
Physical Certificates
Class B-4, Class B-5, Class B-6 and Class A-R Certificates.
Regular Certificates
All classes of certificates except for the Class A-R Certificates.
Residual Certificates
Class A-R Certificates.
Senior Certificates
Class A-1, Class X and Class A-R Certificates.
Subordinated Certificates
Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates.
OFFERED CERTIFICATES
Pass-Through Rates
The pass-through rate for each class of offered certificates may change from
distribution date to distribution date based on (a) in the case of the Class A-1
Certificates, the level of one-month LIBOR, subject to the limits described in
this prospectus supplement and (b) in the case of the other classes of offered
certificates, the adjusted net mortgage rates of the mortgage loans. See
"Description of the Certificates--Interest" in the prospectus supplement.
Interest Distributions
Interest due on each class of offered certificates on a distribution date will
consist of:
- 1/12 or, in the case of the Class A-1 Certificates, the actual number of days
in the accrual period divided by 360 X the applicable pass-through rate,
multiplied by
- the applicable class certificate balance or notional amount on the day before
that distribution date, minus
- the pro rata share of certain interest shortfalls, plus
- any unpaid interest amounts from prior distribution dates.
Interest Accrual Period
The month before each distribution date, except that the interest accrual period
for the Class A-1 Certificates will be the period from the prior distribution
date, or in the case of the first distribution date from the closing date, to
the day before the applicable distribution date.
S-4
<PAGE> 5
Interest Calculations
Actual/360 for the Class A-1 Certificates; 30/360 for all other offered
certificates.
Class Certificate Balances
The initial class certificate balances of the offered certificates may be larger
or smaller than listed on the cover page of this prospectus supplement based on
the amount of mortgage loans and prefunded amount delivered on the closing date.
The total change for all classes will not be greater than 5% although changes to
individual classes may be more than that amount.
Principal Distributions
The trustee will distribute principal of the classes of offered certificates
entitled to principal distributions in the priority discussed under the caption
"Description of the Certificates--Principal" in this prospectus supplement.
Minimum Denominations
$25,000, except for the Class A-R Certificates.
Form
Book-entry, except for the Class A-R Certificates. The Class A-R Certificates
will be issued as physical certificates.
SMMEA Eligible
Upon expiration of the pre-funding period, Class A-1, Class X, Class A-R and
Class B-1 Certificates. See "Legal Investment" in this prospectus supplement.
ERISA Eligibility
Subject to the satisfaction of certain conditions, ERISA Plans may purchase the
Class A-1 and Class X Certificates. See "ERISA Considerations" in this
prospectus supplement.
OTHER CERTIFICATES
The trust fund will issue the following additional classes of certificates. We
are not offering these classes to the public pursuant to this prospectus
supplement and the prospectus. We are including information about these classes
because they provide credit enhancement to the offered certificates.
<TABLE>
<CAPTION>
INITIAL CLASS
CERTIFICATE PASS-THROUGH
NAME BALANCE(1) RATE
---- ------------- ------------
<S> <C> <C>
Class B-4............ $2,161,000 (2)
Class B-5............ $1,441,000 (2)
Class B-6............ $1,680,061 (2)
</TABLE>
---------------
(1) These amounts may change subject to the total permitted variance of 5%.
(2) The pass-through rate will equal the weighted average adjusted net mortgage
rate on the mortgage loans.
PRIORITY OF DISTRIBUTIONS
On each distribution date, the trustee will apply the amounts available for
distribution in the following order of priority:
1. concurrently, interest on the Senior Certificates.
2. principal of the Senior Certificates then entitled to distributions of
principal.
3. first interest on, and then principal of, each class of Subordinated
Certificates in the order of the numerical class designations, beginning with
the Class B-1 Certificates.
4. any remaining available funds to the Class A-R Certificates.
MORTGAGE LOANS
The mortgage loans will consist of the mortgage loans in existence on August 1,
S-5
<PAGE> 6
2000, and described in this prospectus supplement -- called the initial mortgage
loans -- and additional mortgage loans to be delivered to the trust fund after
the closing date -- called subsequent mortgage loans. The initial mortgage loans
and the subsequent mortgage loans are collectively referred to as the mortgage
loans.
We expect that the initial mortgage loans will have the following approximate
characteristics as of the close of business on August 1, 2000. As of the closing
date, no more than 5% of the initial mortgage loans will have characteristics
that differ from those described in this prospectus supplement as of the close
of business on August 1, 2000.
Number of loans:.............................................................643
Aggregate unpaid balance:...........................................$380,058,161
Largest unpaid balance:...............................................$3,000,000
Smallest unpaid balance:.................................................$12,500
Average unpaid balance:.................................................$591,070
Highest mortgage rate:....................................................9.375%
Lowest mortgage rate:.....................................................4.875%
Weighted average mortgage rate:...........................................8.086%
Weighted average original LTV:............................................69.15%
Weighted average original LTC:............................................66.49%
Weighted average remaining term to maturity:..........................338 months
PRE-FUNDING
On the closing date, the depositor will deposit not more than approximately
$100,000,000 in the pre-funding account held by the trustee. Amounts in the pre-
funding account will be used to purchase subsequent loans from the depositor
from the closing date to October 13, 2000.
On the closing date, the depositor also will deposit cash in the capitalized
interest account held by the trustee. Amounts in the capitalized interest
account will be used to cover shortfalls in interest collections attributable to
the pre-funding mechanism.
CREDIT ENHANCEMENT
General. Credit enhancement refers to a mechanism that is intended to protect
the holders of some classes of certificates against losses due to defaults by
borrowers under the mortgage loans. The only form of credit enhancement in this
transaction is subordination.
Subordination. Subordination means that some classes of certificates are
entitled to receive their distributions before other classes and that those
other classes will absorb losses before the classes with a higher payment
priority. The Senior Certificates have the highest payment priority and the most
protection against losses. The Class B-6 Certificates have the lowest payment
priority and no protection against losses. However, some types of losses that
are greater than specified amounts are allocated to all classes of certificates.
See "Credit Enhancement" in this prospectus supplement.
PUT OPTION
General. Certificateholders, except for holders of Class A-R and Class X
Certificates, will have a one-time option to sell their certificates to Mellon
Bank, N.A.
Option Period. The period from June 11, 2002 through June 17, 2002.
Purchase Price. The outstanding principal balance of the certificates after
distributions on the distribution date in August 2002 multiplied by the
applicable purchase price percentage, plus accrued and unpaid interest at the
applicable pass-through rate on the outstanding principal balance of the
certificates immediately prior to that distribution date.
Optional Call. If certificateholders holding more than 90% of the aggregate
out-
S-6
<PAGE> 7
standing class certificate balance of the certificates exercise the put option,
Mellon Bank, N.A. will have the right to purchase all of the remaining
certificates on the same terms. See "Description of the Certificates--Put Option
and Optional Call" in this prospectus supplement.
OPTIONAL TERMINATION
The master servicer has the option to purchase all of the mortgage loans and
properties then owned by the trust fund when the aggregate principal balance of
the mortgage loans is 10% or less of the sum of the principal balance of the
initial mortgage loans as of the cut-off date and the amount deposited in the
pre-funding account on the closing date.
FEDERAL INCOME TAX CONSIDERATIONS
For federal income tax purposes, separate elections will be made to treat
specified portions of the trust fund as a "real estate mortgage investment
conduit" or "REMIC", creating a tiered REMIC structure. In the opinion of
Stroock & Stroock & Lavan LLP, special federal tax counsel for the depositor,
assuming that timely REMIC elections are made and ongoing compliance with the
pooling and servicing agreement, the offered certificates, except the Class A-R
Certificates, will constitute "regular interests" in a REMIC and the Class A-R
Certificates will be the "residual interests" in the REMIC. Holders of the
offered certificates, other than the Class X and Class A-R Certificates, also
will hold a separate put option right for federal income tax purposes. See
"Federal Income Tax Considerations" in this prospectus supplement and in the
prospectus.
RATINGS
The offered certificates must receive the ratings set forth on the cover page of
this prospectus supplement from Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc. and Moody's Investors Service, Inc.
Standard & Poor's also will assign a rating of A-1+ to Mellon Bank, N.A.'s
obligation under the put option with respect to all the certificates (other than
the Class A-R and Class X Certificates). In the case of Moody's, Mellon Bank,
N.A.'s ability or obligation to purchase the certificates (other than the Class
A-R and Class X Certificates) under the put option is directly linked to their
short term rating which is currently P-1 and their long term rating which is
currently Aa3. These ratings may be changed or withdrawn at any time by the
applicable rating agency.
S-7
<PAGE> 8
RISK FACTORS
An investment in the offered certificates involves significant risks.
Before you decide to invest, we recommend that you consider carefully the
following risk factors and the risk factors specified under the heading "Risk
Factors" beginning on page 2 of the prospectus.
YOU MAY HAVE DIFFICULTY SELLING YOUR CERTIFICATES
The offered certificates will not be listed on any securities exchange. As
a result, if you want to sell your certificates, you must locate a purchaser
that is willing to purchase those certificates. The underwriters intend to make
a secondary market for the offered certificates. The underwriters will do so by
offering to buy the offered certificates from investors that wish to sell.
However, the underwriters will not be obligated to make offers to buy the
offered certificates and may stop making offers at any time. In addition, the
prices offered, if any, may not reflect prices that other potential purchasers,
were they to be given the opportunity, would be willing to pay. There have been
times in the past where there have been very few buyers of mortgage backed
securities, and there may be such times in the future. As a result, you may not
be able to sell your certificates when you want to do so or you may not be able
to obtain the price you wish to receive.
CERTAIN FEATURES OF THE MORTGAGE LOANS MAY RESULT IN LOSSES OR CASH FLOW
SHORTFALLS
There are a number of unique features of the mortgage loans that create
additional risk of loss including the following:
-- The mortgage pool includes mortgage loans made to purchase, or to
refinance loans on, cooperative apartments. Many cooperative
housing corporations prohibit or limit the financing of their
apartments. Approximately 1.19% of the principal amount of the
initial mortgage loans as of the cut-off date violate these types
of restrictions. The applicable cooperative housing corporation
may (1) terminate the borrower's lease or occupancy agreement, (2)
refuse to recognize the lien on the cooperative shares and (3)
actively oppose the efforts of the master servicer to foreclose on
those cooperative shares. If a borrower under one of those
mortgage loans defaults, the trust fund may suffer a loss, and
that loss will be borne first by the subordinated certificates.
-- Approximately 28.15% of the principal amount of the initial mortgage
loans as of the cut-off date had current principal balances
greater than $1,000,000. In addition, as of the cut-off date there
are only 643 initial mortgage loans in the mortgage pool. Because
of the large balances, a default on a single mortgage loan may
affect the performance of the certificates which might not be true
if the mortgage pool included a greater number of smaller balance
loans.
-- The security for approximately 8.90% of the principal amount of the
initial mortgage loans as of the cut-off date includes securities,
mutual funds or other assets in addition to a one- to four-family
residence. If the additional collateral is excluded, the ratio of
the principal balance of the loan to the value of the residence is
higher, and may be substantially higher. Because of special tax
S-8
<PAGE> 9
rules, the trust fund may not be able to make use of the value of
the additional collateral if the borrower defaults. In addition,
the market value of any additional collateral will change from
time to time and may not equal the market value at the time the
loan was made. As a result, if a borrower under one of these
mortgage loans defaults, the trust fund may suffer a loss, and
that loss will be borne first by the subordinated certificates.
-- Substantially all of the initial mortgage loans require the borrowers
to make monthly payments only for accrued interest for a period of
10 years. After 10 years, such borrower's monthly payment will
increase to cover both interest and principal so that the mortgage
loan will be paid in full by its final payment date. When the
monthly payment increases, the borrowers may not be able to pay
the increased amount and may default or may refinance the loan to
avoid the higher payment. Because no principal payments will be
made on such initial mortgage loans for a long time,
certificateholders will receive smaller principal distributions
than they would have received if such borrowers were required to
make monthly payments of interest and principal for the lives of
the mortgage loans. This slower rate of principal distributions
may reduce the return on an investment in an offered certificate
that is purchased at a discount to its principal amount.
-- The residences securing approximately 24.36%, 13.42% and 12.90% of the
principal amount of the initial mortgage loans as of the cut-off
date are located in the states of California, New York and
Massachusetts, respectively. Economic conditions in any state or
region may decline over time and from time to time. Because of the
concentration of the mortgage loans in certain states, any adverse
economic conditions or declines in property values in those states
may have a greater effect on the performance of the offered
certificates than if the concentration did not exist.
-- Approximately 50.33% of the initial mortgage loans contain a provision
which, subject to certain restrictions, allows the borrower to
convert the ten year, interest only, adjustable rate mortgage loan
into a fully amortizing, fixed rate mortgage loan at any time
after the twelfth rate adjustment date. However, the conversion
option may not be exercised if the loan balance is greater than $1
million or the mortgaged property is of a certain type such as a
cooperative apartment. As a result of these restrictions,
approximately 31.76% of the principal amount of the initial
mortgage loans as of the cut-off date have operative conversion
options. If a conversion option is exercised, the seller will be
obligated to repurchase the loan which will have the same effect
as a prepayment.
-- Approximately 50.33% of the initial mortgage loans permit the
borrowers to request a change in the index, margin, adjustment
period or amortization schedule to those available under other
loan products offered by the seller. The request may only be made
once during the period from the seventh month through the
twenty-fourth month, or in some cases, the thirty-sixth month,
after
S-9
<PAGE> 10
origination. Any mortgage loan that is modified by the master
servicer will be purchased from the trust fund, which will have
the same effect as a prepayment.
SUBSEQUENT MORTGAGE LOANS MAY HAVE CHARACTERISTICS THAT DIFFER FROM THOSE OF THE
INITIAL MORTGAGE LOANS WHICH MAY REDUCE YOUR YIELD TO MATURITY
Following the transfer of the subsequent mortgage loans to the trust fund
after the closing date, the characteristics of the mortgage loans may differ
from the information presented in this prospectus supplement. The
characteristics that may differ include, among others, the composition of the
mortgage loans, the distribution by interest rate, the distribution by principal
balance, the distribution by loan-to-value ratio and the distribution by
remaining term to stated maturity. We recommend that you consider potential
variances when making your investment decision concerning the offered
certificates.
YOUR YIELD TO MATURITY MAY BE REDUCED BY PREPAYMENTS AND DEFAULTS
Your pre-tax yield to maturity on your investment is uncertain and will
depend on a number of factors including the following:
-- THE RATE OF RETURN OF PRINCIPAL IS UNCERTAIN. The amount of
distributions of principal of the offered certificates and the
time when you receive those distributions depends on the amount
and the times at which borrowers make principal payments on the
mortgage loans. Those principal payments may be regularly
scheduled payments or unscheduled payments resulting from
prepayments or defaults of the mortgage loans. Substantially all
of the initial mortgage loans impose a penalty in connection with
certain prepayments within the first year or, in some cases, the
first three years, after the loan is made. Because substantially
all of the initial mortgage loans don't require the borrowers to
make monthly principal payments for 10 years, the amount of
principal distributions during that period probably will be less
than it would have been with other mortgage backed securities.
However, there may be greater prepayments, either voluntary or as
a result of defaults, near the end of the interest-only period for
such mortgage loans.
-- YOU MAY BE UNABLE TO REINVEST DISTRIBUTIONS IN COMPARABLE
INVESTMENTS. Mortgage backed securities, like the certificates,
usually produce more returns of principal to investors when market
interest rates fall below the interest rates on the mortgage loans
and produce less returns of principal when market interest rates
are above the interest rates on the mortgage loans. As a result,
you are likely to receive more money to reinvest at a time when
other investments generally are producing a lower yield than that
on the certificates, and are likely to receive less money to
reinvest when other investments generally are producing a higher
yield than that on the certificates. You will bear the risk that
the timing and amount of distributions on your certificates will
prevent you from attaining your desired yield.
S-10
<PAGE> 11
-- IF BORROWERS EXERCISE THEIR CONVERSION OPTIONS, YOU MAY RECEIVE
PREPAYMENTS OF PRINCIPAL. The seller will be obligated to
repurchase any mortgage loan with respect to which the borrower
has and exercises its right to convert the adjustable mortgage
rate into a fixed mortgage rate. If substantial numbers of
borrowers exercise their rights and the seller repurchases those
mortgage loans, you will receive a substantial prepayment of
principal. If the seller fails to repurchase those mortgage loans,
they will remain in the trust fund as fixed rate mortgage loans.
The inclusion of fixed rate mortgage loans may adversely affect
the pass-through rates which would adversely affect your yield to
maturity.
-- SUBSEQUENT MORTGAGE LOAN FUNDING MAY RESULT IN PREPAYMENTS. If the
seller is unable to originate or purchase, and deliver a
sufficient amount of eligible subsequent mortgage loans by October
13, 2000, the excess pre-funding amount will be distributed on the
first distribution date thereafter as a prepayment to the owners
of the Class A-1 Certificates.
-- AN EARLY TERMINATION WILL SHORTEN THE LIFE OF YOUR INVESTMENT WHICH
MAY REDUCE YOUR YIELD TO MATURITY. If the optional call or
optional termination right is exercised, you will receive the
principal amount of your certificates plus accrued interest
through the related interest accrual period. Because your
certificates will no longer be outstanding, you will not receive
the additional interest payments that you would have received had
the certificates remained outstanding. If you bought your
certificates at a premium, your yield to maturity will be lower
than it would have been if the optional call or optional
termination had not been exercised.
-- CHANGES IN MORTGAGE RATES WILL AFFECT YOUR YIELD TO MATURITY. The
pass-through rate for the Class A-1 Certificates will be adjusted
based on changes in one-month LIBOR, subject to a maximum rate and
a cap equal to the weighted average of the adjusted net mortgage
rates on the mortgage loans. Although the mortgage rates on the
mortgage loans are subject to adjustment, those adjustments may
occur monthly or semi-annually based on various indices as set
forth in the related mortgage note. Changes in one or more of the
loan indices may not correlate with changes in one-month LIBOR or
may occur at different times. As a result, holders of the Class
A-1 Certificates may not receive interest at the rate of one-month
LIBOR plus the applicable margin on the applicable distribution
dates. If the pass-through rate on the Class A-1 Certificates is
limited by the maximum rate or the cap, the owners will not be
entitled to any resulting shortfall on that distribution date or
any future distribution date.
The pass-through rate for each class of subordinated certificates
will be variable from distribution date to distribution date. The
pass-through rate for each class of subordinated certificates will
be based on changes in the weighted average of the adjusted net
mortgage rates on the mortgage loans at the time. The weighted
average of the adjusted net mortgage rates may
S-11
<PAGE> 12
change due to changes in the interest rates and prepayments and
defaults on the mortgage loans. Any changes in the weighted
average adjusted net mortgage rate on the mortgage loans may
affect the pass-through rates on the certificates. Changes in a
pass-through rate will affect the yield to maturity of the
affected class of offered certificates.
The pass-through rate on the Class X Certificates also will be
variable from distribution date to distribution date based on the
excess, if any, of the weighted average adjusted net mortgage rate
on the mortgage loans over the weighted average pass-through rate
on the other classes of certificates. It is possible for the
pass-through rate on the Class X Certificates to equal zero.
-- OWNERS OF CLASS X CERTIFICATES MAY NOT RECOVER THEIR INITIAL
INVESTMENT. An investment in the Class X Certificates is very
risky because the return of the investment depends on the payments
of interest by borrowers under the mortgage loans. If the
borrowers prepay their mortgage loans, no further interest
payments will be made. If borrowers prepay their mortgage loans
very fast, investors in the Class X Certificates will not recover
their initial investments.
THE SUBORDINATED CERTIFICATES WILL ABSORB CASH SHORTFALLS BEFORE THE SENIOR
CERTIFICATES
The subordinated certificates will not receive any distributions of
interest or principal until the senior certificates receive their interest and
principal distributions. If the available funds are insufficient to make all of
the required distributions on the certificates, one or more classes of
subordinated certificates will not receive their distributions. In addition,
losses due to defaults by borrowers will be allocated to the subordinated
certificates before they are allocated to the senior certificates. Distributions
on the subordinate certificates are made from the top down, commencing with the
Class B-1 Certificates and ending with the Class B-6 Certificates, and losses
are allocated from the bottom up, commencing with the Class B-6 Certificates and
ending with the Class B-1 Certificates. The Class B-1 Certificates receive
distributions before, and are allocated losses after, all other classes of
subordinated certificates. Conversely, the Class B-6 Certificates receive
distributions after, and are allocated losses before, all other classes of
subordinated certificates.
IF PAYMENTS ON THE MORTGAGE LOANS ARE INSUFFICIENT, YOU WILL INCUR A LOSS
All distributions on the offered certificates will be made from the assets
of the trust fund. The trust fund has no other resources to make distributions
on the offered certificates. The mortgage loans are not insured or guaranteed by
any person. The trust fund is the only person that is obligated to make
distributions on the offered certificates. The offered certificates are not bank
deposits and are not insured by the Federal Deposit Insurance Corporation or by
any other person.
YOU ARE DEPENDENT ON THE PERFORMANCE OF THE SUBSERVICER
The master servicer recently has been reorganized to focus its lending
efforts on its private banking customers which has resulted in a reduction in
staff. Although the master
S-12
<PAGE> 13
servicer will continue to perform the same functions as in its prior
securitizations, the master servicer itself has no capability to directly
service the mortgage loans. As a result, the quality of the servicing of the
mortgage loans is dependent on the activities of the subservicer. The pooling
and servicing agreement will require the master servicer to have engaged an
approved subservicer at all times during the lives of the certificates.
WITHDRAWAL OR DOWNGRADING OF INITIAL RATINGS WILL LIKELY REDUCE THE PRICES FOR
CERTIFICATES
A security rating is not a recommendation to buy, sell or hold securities.
Similar ratings on different types of securities do not necessarily mean the
same thing. We recommend that you analyze the significance of each rating
independently from any other rating. Any rating agency may change its rating of
the offered certificates or the standby purchaser's ability to honor the put
option after the offered certificates are issued if that rating agency believes
that circumstances have changed. Any subsequent withdrawal or downgrade in
rating will likely reduce the price that a subsequent purchaser will be willing
to pay for the offered certificates.
THE OFFERED CERTIFICATES ARE NOT SUITABLE INVESTMENTS FOR ALL INVESTORS
The offered certificates are not suitable investments for any investor that
requires a regular or predictable schedule of payments or payment on any
specific date. The offered certificates are complex investments that should be
considered only by investors who, either alone or with their financial, tax and
legal advisors, have the expertise to analyze the prepayment, reinvestment,
default and market risk, the tax consequences of an investment, and the
interaction of these factors.
THE MORTGAGE POOL
GENERAL
Mellon Residential Funding Corporation (the "Depositor") will purchase the
initial mortgage loans (the "Initial Mortgage Loans") from Boston Safe Deposit
and Trust Company pursuant to a pooling and servicing agreement, dated as of
August 1, 2000 (the "Cut-off Date"), among Boston Safe Deposit and Trust
Company, as seller (in such capacity, the "Seller") and as master servicer (in
such capacity, the "Master Servicer"), the Depositor, Mellon Bank, N.A., as
standby purchaser, and Wells Fargo Bank Minnesota, National Association, as
trustee (the "Trustee") (the "Agreement") and will cause the Initial Mortgage
Loans to be assigned to the Trustee on behalf of the Trust Fund for the benefit
of holders of the Certificates (the "Certificateholders"). After the closing
date, additional mortgage loans (the "Subsequent Mortgage Loans," and together
with the Initial Mortgage Loans, the "Mortgage Loans") may be sold by the Seller
to the Depositor and by the Depositor to the Trustee on behalf of the Trust Fund
for the benefit of the Certificateholders as provided in the Agreement. The
Mortgage Loans included in the Trust Fund at any time are referred to as the
"Mortgage Pool."
Under the Agreement, the Seller will make representations, warranties and
covenants to the Depositor relating to, among other things, the due execution
and enforceability of the Agreement and the characteristics of the Mortgage
Loans being sold by the Seller and,
S-13
<PAGE> 14
subject to the limitations described below under "--Assignment of Mortgage
Loans," will be obligated to repurchase or substitute a similar mortgage loan
for any Mortgage Loan as to which there exists deficient documentation or an
uncured material breach of any of these representations, warranties or
covenants. The Seller will represent and warrant to the Depositor in the
Agreement that the Mortgage Loans were selected from among the outstanding one-
to four-family mortgage loans in the Seller's portfolio as to which the
representations and warranties set forth in the Agreement can be made and that
the selection was not made in a manner that would adversely affect the interests
of the Certificateholders. See "Mortgage Loan Program--Representations by
Sellers; Repurchases" in the prospectus. Under the Agreement, the Depositor will
assign all its right, title and interest in and to those representations,
warranties and covenants, including the Seller's repurchase obligation, to the
Trustee for the benefit of the Certificateholders. The Depositor will make no
representations or warranties with respect to the Mortgage Loans and will have
no obligation to repurchase or substitute for Mortgage Loans with deficient
documentation or which are otherwise defective. The Seller is selling the
Mortgage Loans without recourse and will have no obligation with respect to the
Certificates in its capacity as Seller other than the repurchase or substitution
obligations described above. The obligations of the Master Servicer with respect
to the Certificates are limited to the Master Servicer's contractual servicing
obligations under the Agreement.
As of the Cut-off Date, the aggregate of the Stated Principal Balances of
the Initial Mortgage Loans is expected to be approximately $380,058,161 (the
"Cut-off Date Pool Principal Balance"). The Mortgage Loans have interest rates
("Mortgage Rates") that adjust on the date (each, an "Adjustment Date") set
forth in the related Mortgage Note to equal the sum, rounded as specified in the
related promissory note (the "Mortgage Note"), of the applicable index (each, a
"Loan Index") and a margin (each a "Gross Margin") as set forth in the related
Mortgage Note, subject to any periodic limits on changes in the Mortgage Rate
(each, a "Periodic Rate Cap") and to the maximum interest rate (each, a "Maximum
Mortgage Rate") and minimum interest rate, if any (each, a "Minimum Mortgage
Rate") set forth in the Mortgage Note.
The Loan Indices are as follows:
- the rate for one month U.S. dollar deposits in the London interbank
offered market ("1-month LIBOR") as published in The Wall Street
Journal of the edition specified in the related Mortgage Note on the
last business day of the month preceding the month of the applicable
Adjustment Date.
- the prime rate (the "Prime Rate") reported in the money rates section
of The Wall Street Journal as in effect on the day before the
applicable Adjustment Date.
- the weekly average yield of the secondary market interest rates on
six-month negotiable certificates of deposit (the "6-month CD Rate") as
made available by the Federal Reserve Board in Federal Reserve
Statistical Releases H-15 and G-13 as most recently available 45 days
before the applicable Adjustment Date.
- the rate for six-month U.S. dollar deposits in the London interbank
offered market ("6-month LIBOR") reported in the money rates section of
the Tuesday edition
S-14
<PAGE> 15
of The Wall Street Journal on or immediately preceding the date that is
45 days before the applicable Adjustment Date.
- the typical one-month certificate of deposit rate (the "1-month CD
Rate") in the secondary market as reported in the money rates section
of The Wall Street Journal as in effect on the day before the
applicable Adjustment Date.
The initial Periodic Rate Caps and subsequent Periodic Rate Caps vary
depending on the applicable Loan Index as follows:
<TABLE>
<CAPTION>
LOAN INDEX INITIAL SUBSEQUENT
---------- ------- ----------
<S> <C> <C>
Prime Rate................................ (1) 0.25%
6-month CD Rate........................... (2) (2)
6-month LIBOR............................. (3) 1.00%
1-month LIBOR............................. (1) (1)
1-month CD Rate........................... (1) 0.25%(4)
</TABLE>
---------------
(1) None
(2) 2.00% at any applicable Adjustment Date or in any 12-month period
(3) 1.00%, 3.00%, 4.00% or 5.00% as specified in the related mortgage note for
the first Adjustment Date
(4) Five of the Initial Mortgage Loans with a Loan Index of 1-month CD Rate do
not have a subsequent Periodic Rate Cap
There is no Minimum Mortgage Rate on Mortgage Loans for which the Loan Index is
the 6-month CD Rate or 6-month LIBOR.
Substantially all of the Initial Mortgage Loans provide that for the first
10 years after origination, the borrower (the "Mortgagor") is only required to
make scheduled monthly payments equal to the accrued interest. At the end of the
interest-only period, the Mortgagor's scheduled payments are recalculated to
provide for the amortization of the principal amount thereof by the original
maturity date and to pay interest at the then-current Mortgage Rate. All of the
Initial Mortgage Loans provide for scheduled payments due on the first day of
each month (the "Due Date").
The Adjustment Dates for the Mortgage Loans for which the Loan Index is the
6-month CD Rate or 6-month LIBOR will occur on the sixth Due Date after
origination and each sixth Due Date thereafter. The Adjustment Dates for certain
of the Initial Mortgage Loans for which the Loan Index is 1-month LIBOR and the
initial fixed rate period is six months is the sixth Due Date after origination
and each Due Date thereafter. The Adjustment Dates for the remaining Mortgage
Loans occur on each Due Date.
The Initial Mortgage Loans to be included in the Mortgage Pool were
originated by the Seller in the normal course of its business and substantially
in accordance with the underwriting criteria specified herein. At origination,
all of the Initial Mortgage Loans had stated terms to maturity of 30 years.
Scheduled payments made by the Mortgagors on the Mortgage Loans either earlier
or later than the scheduled Due Dates thereof will not affect
S-15
<PAGE> 16
the amortization schedule or the relative application of such payments to
principal and interest. The Scheduled Payment due on the first Due Date after
the applicable Adjustment Date will reflect the revised Mortgage Rate, if
applicable. Mortgagors may prepay their Mortgage Loans at any time. However,
subject to applicable state law, substantially all of the Initial Mortgage Loans
provide for the payment of a prepayment penalty equal to (1) 1% of the
outstanding principal amount of the Mortgage Loan if the Mortgagor prepays the
Mortgage Loan in full during the first year or, in some cases, the first three
years, after origination or (2) 1% of the portion of the prepayment amount which
is in excess of 10% of the original principal amount of the Mortgage Loan if the
Mortgagor prepays more than 10% of the original principal amount of the Mortgage
Loan (but does not prepay the Mortgage Loan in full) during the first year or,
in some cases, the first three years, after origination.
The Mortgage Loans are assumable in connection with sales or transfers of
the Mortgaged Property if the Mortgagor submits sufficient information about the
proposed transferee and the note holder determines that its security will not be
impaired by the assumption.
Approximately 50.33% of the Initial Mortgage Loans permit the Mortgagors to
convert the adjustable Mortgage Rate into a fixed Mortgage Rate at any time
after the twelfth Adjustment Date upon satisfaction of conditions and payment of
a conversion fee of $450.00. The conditions include satisfaction of the
then-current credit and appraisal requirements and the absence of defaults under
the Mortgage Loan. Upon conversion, the new mortgage rate will equal the net
yield then-required by Fannie Mae plus a spread of between 0.750% and 1.375%
depending on the nature of the Mortgaged Property and the original term of the
Mortgage Loan, rounded to the nearest 0.125%. However, many of the Mortgagors
will not be able to exercise the conversion option since it is restricted for
certain Mortgage Loans, including those with balances exceeding $1 million at
the time and those, that are secured by cooperative apartments. As a result,
approximately 31.76% of the Cut-off Date Pool Principal Balance could be
converted if the Cut-off Date were to be the thirteenth Adjustment Date.
Certain information with respect to the Initial Mortgage Loans to be
included in the Mortgage Pool is set forth below. Prior to August 15, 2000 (the
"Closing Date"), Initial Mortgage Loans may be removed from the Mortgage Pool
and other mortgage loans may be substituted therefor. The Depositor believes
that the information set forth in this prospectus supplement with respect to the
Initial Mortgage Loans in the Mortgage Pool as presently constituted is
representative of the characteristics of the Mortgage Pool as it will be
constituted at the Closing Date, although certain characteristics of the Initial
Mortgage Loans in the Mortgage Pool may vary. Unless otherwise indicated,
information presented below expressed as a percentage (other than rates of
interest, original Loan-to-Value Ratios and original Loan-to-Collateral Value
Ratios) are approximate percentages based on the Stated Principal Balances of
the Initial Mortgage Loans as of the Cut-off Date.
Each Initial Mortgage Loan was originated on or after January 3, 1995.
The earliest and latest stated maturity date of any Initial Mortgage Loan
is February 1, 2025 and July 1, 2030, respectively.
S-16
<PAGE> 17
As of the Cut-off Date, no Initial Mortgage Loan will be delinquent 30 or
more days.
None of the Initial Mortgage Loans are subject to buydown agreements. No
Initial Mortgage Loan provides for deferred interest or negative amortization.
No Initial Mortgage Loan is covered by a primary mortgage guaranty
insurance policy.
No Initial Mortgage Loan had a Loan-to-Value Ratio at origination of more
than 100%. No Initial Mortgage Loan had a Loan-to-Collateral Value Ratio at
origination of more than 90%.
The "Loan-to-Value Ratio" of a Mortgage Loan at any given time is a
fraction, expressed as a percentage, the numerator of which is the principal
balance of the related Mortgage Loan at the date of determination and the
denominator of which is
(a) in the case of a purchase, the least of
(1) the selling price of the Mortgaged Property at the time of
origination of the Mortgage Loan,
(2) the appraised value of the Mortgaged Property determined in an
appraisal obtained by the Seller at origination of such Mortgage Loan
and
(3) the value of the Mortgaged Property determined by the Seller
based on a review of the appraisal conducted in accordance with clause
(2) or
(b) in the case of a refinance, the lesser of
(1) the appraised value of the Mortgaged Property determined in an
appraisal obtained by the Seller at the time of such refinance and
(2) the value of the Mortgaged Property determined by the Seller
based on a review of the appraisal conducted in accordance with clause
(1) (either (a) or (b), the "Property Value").
The "Loan-to-Collateral Value Ratio" of a Mortgage Loan at any given time
is a fraction, expressed as a percentage, the numerator of which is the
principal amount of the related Mortgage Loan at the date of determination, less
the base value of any Additional Collateral (as defined under "Boston Safe
Deposit and Trust Company" in this prospectus supplement) and the denominator of
which is the Property Value.
No assurance can be given that the value of any Mortgaged Property or
Additional Collateral has remained or will remain at the level that existed on
the appraisal or sales date. If residential real estate values generally or in a
particular geographic area decline, the Loan-to-Value Ratios might not be a
reliable indicator of the rates of delinquencies, foreclosures and losses that
could occur with respect to such Mortgage Loans. In addition, the market value
of any Additional Collateral will fluctuate from time to time, and such
fluctuations may be material. There can be no assurance that the value of any
Additional Collateral will be available to the Trust Fund or adequate to protect
the Trust Fund from losses if a Mortgagor defaults.
S-17
<PAGE> 18
The following information sets forth in tabular format certain information,
as of the Cut-off Date, as to the Initial Mortgage Loans in the Mortgage Pool.
Other than with respect to rates of interest, original Loan-to-Value Ratios and
original Loan-to-Collateral Value Ratios, percentages (approximate) are based on
the Stated Principal Balances of the Initial Mortgage Loans in the Mortgage Pool
as of the Cut-off Date. The sum of the percentage columns in the following
tables may not equal 100% due to rounding.
LOAN INDICES
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE PERCENT OF
MORTGAGE PRINCIPAL BALANCE MORTGAGE
LOAN INDEX LOANS OUTSTANDING POOL
---------- --------- ----------------- -------------
<S> <C> <C> <C>
1-month LIBOR................................. 252 $155,252,715.96 40.85%
6-month LIBOR................................. 223 117,678,313.83 30.96
1-month CD Rate............................... 106 65,837,884.69 17.32
6-month Fixed Rate/1-month LIBOR.............. 51 36,045,700.00 9.48
Prime Rate.................................... 9 4,685,039.28 1.23
6-month CD Rate............................... 2 558,507.07 0.15
--- --------------- ------
Total.................................... 643 $380,058,160.83 100.00%
=== =============== ======
</TABLE>
MORTGAGE RATES
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE PERCENT OF
MORTGAGE PRINCIPAL BALANCE MORTGAGE
MORTGAGE RATES (%) LOANS OUTSTANDING POOL
------------------ --------- ----------------- -------------
<S> <C> <C> <C>
4.875-5.000................................... 1 $ 2,050,000.00 0.54%
6.751-7.000................................... 1 375,390.00 0.10
7.001-7.250................................... 7 4,552,200.00 1.20
7.251-7.500................................... 27 16,378,690.34 4.31
7.501-7.750................................... 121 71,576,278.16 18.83
7.751-8.000................................... 151 100,805,462.99 26.52
8.001-8.250................................... 70 39,480,646.25 10.39
8.251-8.500................................... 199 111,586,731.83 29.36
8.501-8.750................................... 5 4,893,033.07 1.29
8.751-9.000................................... 56 25,281,699.05 6.65
9.001-9.250................................... 4 2,938,322.06 0.77
9.251-9.375................................... 1 139,707.08 0.04
--- --------------- ------
Total.................................... 643 $380,058,160.83 100.00%
=== =============== ======
</TABLE>
---------------
The weighted average Mortgage Rate of the Initial Mortgage Loans was
approximately 8.086%.
S-18
<PAGE> 19
CURRENT MORTGAGE LOAN PRINCIPAL BALANCES
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
MORTGAGE PRINCIPAL BALANCE PERCENT OF
RANGE OF CURRENT MORTGAGE LOAN PRINCIPAL BALANCES($) LOANS OUTSTANDING MORTGAGE POOL
---------------------------------------------------- --------- ----------------- -------------
<S> <C> <C> <C>
0.01- 100,000.00....................... 15 $ 1,053,182.74 0.28%
100,000.01- 200,000.00....................... 35 5,644,602.51 1.49
200,000.01- 300,000.00....................... 104 26,757,247.15 7.04
300,000.01- 400,000.00....................... 107 38,190,787.60 10.05
400,000.01- 500,000.00....................... 90 41,407,483.24 10.90
500,000.01- 600,000.00....................... 55 30,769,704.01 8.10
600,000.01- 700,000.00....................... 50 32,831,237.76 8.64
700,000.01- 800,000.00....................... 43 32,736,082.54 8.61
800,000.01- 900,000.00....................... 21 18,223,225.37 4.79
900,000.01-1,000,000.00....................... 46 45,445,323.01 11.96
1,000,000.01-1,100,000.00....................... 35 38,215,628.19 10.06
1,100,000.01-1,200,000.00....................... 7 7,969,446.32 2.10
1,200,000.01-1,300,000.00....................... 5 6,334,989.22 1.67
1,300,000.01-1,400,000.00....................... 6 8,321,783.85 2.19
1,400,000.01-1,500,000.00....................... 5 7,378,038.34 1.94
1,500,000.01-1,600,000.00....................... 5 7,860,876.18 2.07
1,600,000.01-1,700,000.00....................... 1 1,640,000.00 0.43
1,700,000.01-1,800,000.00....................... 2 3,550,000.00 0.93
1,800,000.01-1,900,000.00....................... 1 1,820,000.00 0.48
1,900,000.01-2,000,000.00....................... 1 2,000,000.00 0.53
2,000,000.01-2,100,000.00....................... 2 4,129,000.00 1.09
2,100,000.01-2,200,000.00....................... 1 2,180,000.00 0.57
2,200,000.01-2,300,000.00....................... 2 4,519,522.80 1.19
2,400,000.01-2,500,000.00....................... 1 2,500,000.00 0.66
2,800,000.01-2,900,000.00....................... 1 2,580,000.00 0.68
2,900,000.01-3,000,000.00....................... 2 6,000,000.00 1.58
--- --------------- ------
Total...................................... 643 $380,058,160.83 100.00%
=== =============== ======
</TABLE>
---------------
The average current Mortgage Loan principal balance of the Initial Mortgage
Loans was approximately $591,070.
S-19
<PAGE> 20
ORIGINAL LOAN-TO-VALUE RATIOS
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
MORTGAGE PRINCIPAL BALANCE PERCENT OF
ORIGINAL LOAN-TO-VALUE RATIOS(%) LOANS OUTSTANDING MORTGAGE POOL
-------------------------------- --------- ----------------- -------------
<S> <C> <C> <C>
10.00......................................... 1 $ 1,000,000.00 0.26%
10.01- 15.00.................................. 1 1,100,000.00 0.29
15.01- 20.00.................................. 3 2,311,588.54 0.61
20.01- 25.00.................................. 1 270,000.00 0.07
25.01- 30.00.................................. 6 3,850,000.00 1.01
30.01- 35.00.................................. 12 8,011,506.68 2.11
35.01- 40.00.................................. 16 9,785,245.45 2.57
40.01- 45.00.................................. 19 10,121,660.93 2.66
45.01- 50.00.................................. 41 26,900,106.48 7.08
50.01- 55.00.................................. 24 16,490,896.34 4.34
55.01- 60.00.................................. 28 25,138,455.19 6.61
60.01- 65.00.................................. 45 31,212,957.94 8.21
65.01- 70.00.................................. 58 38,700,892.33 10.18
70.01- 75.00.................................. 70 43,665,945.59 11.49
75.01- 80.00.................................. 227 111,996,624.39 29.47
80.01- 85.00.................................. 11 5,600,089.70 1.47
85.01- 90.00.................................. 18 11,306,494.64 2.97
90.01- 95.00.................................. 7 2,644,899.99 0.70
95.01-100.00.................................. 55 29,950,796.64 7.88
--- --------------- ------
Total.................................... 643 $380,058,160.83 100.00%
=== =============== ======
</TABLE>
---------------
The weighted average original Loan-to-Value Ratio of the Initial Mortgage Loans
was approximately 69.15%.
S-20
<PAGE> 21
ORIGINAL LOAN-TO-COLLATERAL VALUE RATIOS
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
MORTGAGE PRINCIPAL BALANCE PERCENT OF
ORIGINAL LOAN-TO-COLLATERAL VALUE RATIOS(%) LOANS OUTSTANDING MORTGAGE POOL
------------------------------------------- --------- ----------------- -------------
<S> <C> <C> <C>
0.00.......................................... 3 $ 1,395,749.99 0.37%
0.01 - 5.00................................... 1 1,000,000.00 0.26
5.01 -10.00................................... 1 1,000,000.00 0.26
10.01-15.00................................... 1 1,100,000.00 0.29
15.01-20.00................................... 3 2,311,588.54 0.61
20.01-25.00................................... 1 270,000.00 0.07
25.01-30.00................................... 6 3,850,000.00 1.01
30.01-35.00................................... 13 8,111,506.68 2.13
35.01-40.00................................... 18 11,005,017.86 2.90
40.01-45.00................................... 19 10,121,660.93 2.66
45.01-50.00................................... 40 26,800,106.48 7.05
50.01-55.00................................... 24 16,490,896.34 4.34
55.01-60.00................................... 28 25,138,455.19 6.61
60.01-65.00................................... 49 34,379,362.42 9.05
65.01-70.00................................... 66 44,682,042.33 11.76
70.01-75.00................................... 84 50,391,062.13 13.26
75.01-80.00................................... 265 127,626,553.27 33.58
80.01-85.00................................... 8 4,693,022.78 1.23
85.01-90.00................................... 13 9,691,135.89 2.55
--- --------------- ------
Total.................................... 643 $380,058,160.83 100.00%
=== =============== ======
</TABLE>
---------------
The weighted average original Loan-to-Collateral Value Ratio of the Initial
Mortgage Loans was approximately 66.49%.
S-21
<PAGE> 22
STATE DISTRIBUTION OF MORTGAGED PROPERTIES(1)
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
MORTGAGE PRINCIPAL BALANCE PERCENT OF
STATE LOANS OUTSTANDING MORTGAGE POOL
----- --------- ----------------- -------------
<S> <C> <C> <C>
Alabama...................................... 2 $ 920,000.00 0.24%
Arizona...................................... 17 12,296,548.77 3.24
California................................... 130 92,591,560.51 24.36
Colorado..................................... 18 12,021,317.60 3.16
Connecticut.................................. 20 14,475,552.79 3.81
Delaware..................................... 4 2,901,749.99 0.76
District of Columbia......................... 6 1,977,394.99 0.52
Florida...................................... 41 24,485,697.98 6.44
Georgia...................................... 13 8,987,510.02 2.36
Hawaii....................................... 3 2,319,900.60 0.61
Idaho........................................ 1 497,246.55 0.13
Illinois..................................... 8 4,851,548.92 1.28
Indiana...................................... 1 295,000.00 0.08
Kansas....................................... 1 369,922.45 0.10
Kentucky..................................... 1 1,100,000.00 0.29
Maine........................................ 5 1,945,326.16 0.51
Maryland..................................... 14 7,964,075.79 2.10
Massachusetts................................ 90 49,025,020.68 12.90
Michigan..................................... 3 986,921.22 0.26
Minnesota.................................... 1 615,000.00 0.16
Missouri..................................... 1 247,899.40 0.07
Nevada....................................... 3 1,608,748.00 0.42
New Hampshire................................ 2 674,448.34 0.18
New Jersey................................... 25 12,420,108.43 3.27
New Mexico................................... 1 1,000,000.00 0.26
New York..................................... 94 51,017,562.02 13.42
North Carolina............................... 4 1,967,900.00 0.52
Ohio......................................... 3 572,428.60 0.15
Oklahoma..................................... 1 224,999.99 0.06
Oregon....................................... 6 2,859,354.95 0.75
Pennsylvania................................. 63 32,377,535.90 8.52
Rhode Island................................. 4 1,935,000.00 0.51
South Carolina............................... 4 2,602,041.67 0.68
Texas........................................ 17 9,495,104.54 2.50
Utah......................................... 5 1,314,215.00 0.35
Vermont...................................... 2 1,057,000.00 0.28
Virginia..................................... 23 12,577,299.23 3.31
Washington................................... 3 1,874,696.94 0.49
Wisconsin.................................... 1 325,000.00 0.09
Wyoming...................................... 2 3,279,522.80 0.86
--- --------------- ------
Total................................... 643 $380,058,160.83 100.00%
=== =============== ======
</TABLE>
---------------
(1) No more than approximately 1.75% of the Initial Mortgage Loans are secured
by Mortgaged Properties located in any one postal zip code.
S-22
<PAGE> 23
PURPOSE OF MORTGAGE LOANS
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
MORTGAGE PRINCIPAL BALANCE PERCENT OF
LOAN PURPOSE LOANS OUTSTANDING MORTGAGE POOL
------------ --------- ----------------- -------------
<S> <C> <C> <C>
Purchase..................................... 454 $262,569,142.39 69.09%
Cash Out Refinance........................... 100 70,430,024.39 18.53
Rate/Term Refinance.......................... 89 47,058,994.05 12.38
--- --------------- ------
Total................................... 643 $380,058,160.83 100.00%
=== =============== ======
</TABLE>
TYPE OF MORTGAGED PROPERTIES
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
MORTGAGE PRINCIPAL BALANCE PERCENT OF
PROPERTY TYPE LOANS OUTSTANDING MORTGAGE POOL
------------- --------- ----------------- -------------
<S> <C> <C> <C>
Single Family................................ 374 $242,937,492.00 63.92%
PUD.......................................... 114 65,437,927.67 17.22
Condominium.................................. 69 34,032,971.34 8.95
Cooperative.................................. 68 26,467,225.56 6.96
Blanket...................................... 14 9,827,837.18 2.59
2-4 Family................................... 4 1,354,707.08 0.36
--- --------------- ------
Total................................... 643 $380,058,160.83 100.00%
=== =============== ======
</TABLE>
OCCUPANCY TYPES(1)
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
MORTGAGE PRINCIPAL BALANCE PERCENT OF
OCCUPANCY TYPE LOANS OUTSTANDING MORTGAGE POOL
-------------- --------- ----------------- -------------
<S> <C> <C> <C>
Primary...................................... 509 $300,213,776.39 78.99%
Second Home.................................. 134 79,844,384.44 21.01
--- --------------- ------
Total................................... 643 $380,058,160.83 100.00%
=== =============== ======
</TABLE>
---------------
(1) Based upon representations of related Mortgagors at the time of origination.
S-23
<PAGE> 24
REMAINING TERMS TO MATURITY
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
MORTGAGE PRINCIPAL BALANCE PERCENT OF
REMAINING TERM TO MATURITY (MONTHS) LOANS OUTSTANDING MORTGAGE POOL
----------------------------------- --------- ----------------- -------------
<S> <C> <C> <C>
294-295...................................... 1 139,707.08 0.04
296-300...................................... 21 9,263,679.49 2.44
301-305...................................... 13 6,547,969.71 1.72
306-310...................................... 16 8,822,234.07 2.32
311-315...................................... 85 45,279,932.03 11.91
316-320...................................... 92 53,128,582.17 13.98
321-325...................................... 93 52,826,586.07 13.90
326-330...................................... 15 9,724,376.23 2.56
336-340...................................... 1 1,108,639.68 0.29
341-345...................................... 2 1,458,038.34 0.38
346-350...................................... 1 460,000.00 0.12
356-359...................................... 303 191,298,415.96 50.33
--- --------------- ------
Total................................... 643 $380,058,160.83 100.00%
=== =============== ======
</TABLE>
---------------
The weighted average remaining term to stated maturity of the Initial Mortgage
Loans was approximately 338 months.
GROSS MARGINS
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
MORTGAGE PRINCIPAL BALANCE PERCENT OF
GROSS MARGINS(%) LOANS OUTSTANDING MORTGAGE POOL
---------------- --------- ----------------- -------------
<S> <C> <C> <C>
-0.625-0.000................................. 7 $ 2,885,039.28 0.76%
0.501-0.750................................. 7 3,665,410.00 0.96
0.751-1.000................................. 127 74,352,782.44 19.56
1.001-1.250................................. 69 43,503,601.28 11.45
1.251-1.500................................. 104 73,903,622.24 19.45
1.501-1.750................................. 14 7,848,802.95 2.07
1.751-2.000................................. 299 163,367,432.28 42.98
2.001-2.250................................. 14 9,972,963.29 2.62
2.251-2.500................................. 2 558,507.07 0.15
--- --------------- ------
Total................................... 643 $380,058,160.83 100.00%
=== =============== ======
</TABLE>
---------------
The weighted average Gross Margin of the Initial Mortgage Loans was
approximately 1.543%.
S-24
<PAGE> 25
MAXIMUM MORTGAGE RATE
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
MORTGAGE PRINCIPAL BALANCE PERCENT OF
MAXIMUM MORTGAGE RATE (%) LOANS OUTSTANDING MORTGAGE POOL
------------------------- --------- ----------------- -------------
<S> <C> <C> <C>
10.750-10.750................................ 306 $192,963,756.35 50.77%
10.751-11.000................................ 215 125,039,699.14 32.90
11.001-11.250................................ 81 40,889,840.80 10.76
11.251-11.500................................ 13 7,473,784.35 1.97
11.751-12.000................................ 25 12,401,419.99 3.26
12.251-12.500................................ 2 1,149,953.12 0.30
12.501-12.750................................ 1 139,707.08 0.04
--- --------------- ------
Total................................... 643 $380,058,160.83 100.00%
=== =============== ======
</TABLE>
The weighted average Maximum Mortgage Rate of the Initial Mortgage Loans
was approximately 10.904%.
INITIAL PERIODIC RATE CAP
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
MORTGAGE PRINCIPAL BALANCE PERCENT OF
INITIAL PERIODIC RATE CAP (%) LOANS OUTSTANDING MORTGAGE POOL
----------------------------- --------- ----------------- -------------
<S> <C> <C> <C>
None......................................... 418 $261,821,339.93 68.89%
1.000........................................ 216 114,553,939.10 30.14
2.000........................................ 2 558,507.07 0.15
3.000........................................ 4 1,927,396.86 0.51
4.000........................................ 1 246,977.87 0.06
5.000........................................ 2 950,000.00 0.25
--- --------------- ------
Total................................... 643 $380,058,160.83 100.00%
=== =============== ======
</TABLE>
SUBSEQUENT PERIODIC RATE CAP
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
MORTGAGE PRINCIPAL BALANCE PERCENT OF
SUBSEQUENT PERIODIC RATE CAP (%) LOANS OUTSTANDING MORTGAGE POOL
-------------------------------- --------- ----------------- -------------
<S> <C> <C> <C>
None......................................... 308 $195,430,756.35 51.42%
0.250........................................ 110 66,390,583.58 17.47
1.000........................................ 223 117,678,313.83 30.96
2.000........................................ 2 558,507.07 0.15
--- --------------- ------
Total................................... 643 $380,058,160.83 100.00%
=== =============== ======
</TABLE>
---------------
S-25
<PAGE> 26
ANNUALIZED PERIODIC RATE CAP(1)
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
MORTGAGE PRINCIPAL BALANCE PERCENT OF
ANNUALIZED PERIODIC RATE CAP (%) LOANS OUTSTANDING MORTGAGE POOL
-------------------------------- --------- ----------------- -------------
<S> <C> <C> <C>
None......................................... 308 $195,430,756.35 51.42%
2.000........................................ 223 117,678,313.83 30.96
3.000........................................ 110 66,390,583.58 17.47
4.000........................................ 2 558,507.07 0.15
--- --------------- ------
Total................................... 643 $380,058,160.83 100.00%
=== =============== ======
</TABLE>
---------------
(1) The Annualized Periodic Rate Cap is calculated by multiplying the Subsequent
Periodic Rate Cap by (i) two in the case of Mortgage Loans with a Loan Index
of 6-month LIBOR or 6-month CD Rate or (ii) twelve in the case of Mortgage
Loans with other Loan Indices.
NEXT ADJUSTMENT DATE
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
MORTGAGE PRINCIPAL BALANCE PERCENT OF
NEXT ADJUSTMENT DATE LOANS OUTSTANDING MORTGAGE POOL
-------------------- --------- ----------------- -------------
<S> <C> <C> <C>
September 2000............................... 401 $246,076,976.14 64.75%
October 2000................................. 36 16,233,667.34 4.27
November 2000................................ 30 21,503,161.49 5.66
December 2000................................ 55 30,897,736.38 8.13
January 2001................................. 82 46,838,954.53 12.32
February 2001................................ 39 18,507,664.95 4.87
--- --------------- ------
Total................................... 643 $380,058,160.83 100.00%
=== =============== ======
</TABLE>
CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS
On the Closing Date, cash in an amount not to exceed approximately
$100,000,000 (the "Pre-Funded Amount") will be deposited into a segregated
account maintained with the Trustee on behalf of the Trust Fund (the
"Pre-Funding Account"). Amounts on deposit in the Pre-Funding Account will be
withdrawn to purchase Subsequent Mortgage Loans from the Depositor during the
period (the "Pre-Funding Period") from the Closing Date until the earliest to
occur of
(1) the date on which the amount on deposit in the Pre-Funding Account is
less than $100,000,
(2) the date on which an event of default occurs under the Agreement or
(3) the close of business on October 13, 2000.
The purchase price for the Subsequent Mortgage Loans will equal the
outstanding principal balances of those mortgage loans as of the related Cut-off
Dates and will be paid by withdrawal of funds on deposit in the Pre-Funding
Account. The Subsequent Mortgage Loans may have characteristics which differ
from the Initial Mortgage Loans. Accordingly, the statistical characteristics of
the Mortgage Loans will vary upon the acquisition of Subsequent Mortgage Loans.
S-26
<PAGE> 27
The obligation of the Trust Fund to purchase Subsequent Mortgage Loans on
any date during the Pre-Funding Period is subject to the following requirements
in addition to other requirements set forth in the Agreement:
- the Subsequent Mortgage Loan will not have an outstanding Principal
Balance greater than $3,000,000
- the Subsequent Mortgage Loan may not be 30 or more days contractually
delinquent as of the related Cut-off Date
- the remaining term to stated maturity of the Subsequent Mortgage Loan
will not exceed 30 years
- the Subsequent Mortgage Loan will be secured by a mortgage in a first
lien position
- the Subsequent Mortgage Loan will not have a Mortgage Rate less than
7.000%
- the Subsequent Mortgage Loan will not be secured by a non-owner
occupied property
- the Subsequent Mortgage Loan will not have a Periodic Rate Cap
- the Loan Index for each Subsequent Mortgage Loan will be 1-month LIBOR
and each Subsequent Mortgage Loan shall have a Mortgage Rate which
adjusts monthly
- the Loan-to-Value Ratio at origination will not exceed 100%, and the
Loan-to-Collateral Value at origination will not exceed 90%
- the Subsequent Mortgage Loan will not (1) be subject to a buydown
agreement, (2) be covered by a primary mortgage guaranty policy or (3)
provide for deferred interest or negative amortization
- each Subsequent Mortgage Loan will have been originated under the same
underwriting criteria as the Initial Mortgage Loans
- the addition of the Subsequent Mortgage Loans will not result in the
withdrawal or downgrading of the ratings assigned to the Certificates
Following the addition of the Subsequent Mortgage Loans, the Mortgage Pool,
including the Subsequent Mortgage Loans, will have the following
characteristics:
<TABLE>
<S> <C>
Weighted Average Mortgage Rate...................... At least 7.700%
Weighted Average Gross Margin....................... At least 1.200%
Weighted Average Maximum Mortgage Rate.............. At least 10.750%
Weighted Average Remaining Term to Stated At least 328 months
Maturity..........................................
Weighted Average Original Loan-to-Value Ratio....... Not more than 70%
Original LTV Ratio concentration above 80%.......... Not more than 16%
Average Outstanding Principal Balance............... Not more than $640,000
Second home property concentration.................. Not more than 23%
Largest State concentration......................... Not more than 28%
Largest Zip code concentration...................... Not more than 2.25%
</TABLE>
ASSIGNMENT OF THE MORTGAGE LOANS
Pursuant to the Agreement, on the Closing Date, the Depositor will sell,
transfer, assign, set over and otherwise convey without recourse to the Trustee
in trust for the benefit
S-27
<PAGE> 28
of the Certificateholders all right, title and interest of the Depositor in and
to each Initial Mortgage Loan and all right, title and interest in and to all
other assets included in the Trust Fund, including all principal and interest
received on or with respect to the Initial Mortgage Loans, exclusive of
principal and interest due on or prior to the Cut-off Date.
In connection with each transfer of Subsequent Mortgage Loans to the Trust
Fund, the Seller, the Depositor and the Trustee will enter into an agreement
(each, a "Subsequent Transfer Agreement") pursuant to which the Seller and the
Depositor, respectively, will sell, assign, set over and otherwise convey to the
Trustee in trust for the benefit of the Certificateholders all of their
respective right, title and interest in and to the related Subsequent Mortgage
Loans, including all principal and interest received on or with respect to those
Subsequent Mortgage Loans, exclusive of principal and interest due on or prior
to the related Cut-off Date.
In connection with such transfer and assignment, the Depositor will deliver
or cause to be delivered to the Trustee, or a custodian for the Trustee, among
other things, the original Mortgage Note (and any modification or amendment
thereto) endorsed in blank without recourse, within 45 days after the Closing
Date or the subsequent transfer date, as applicable, the original (or certified
copy) of the instrument creating a first lien on the related Mortgaged Property
(the "Mortgage") with evidence of recording indicated thereon, an assignment in
recordable form of the Mortgage, within 45 days after the Closing Date or the
subsequent transfer date, as applicable, the title policy with respect to the
related Mortgaged Property and, if applicable, all recorded intervening
assignments of the Mortgage and any riders or modifications to such Mortgage
Note and Mortgage (except for any such document not returned from the public
recording office, which will be delivered to the Trustee as soon as the same is
available to the Depositor) (collectively, the "Mortgage File"). Assignments of
the Mortgage Loans to the Trustee (or its nominee) will be recorded in the
appropriate public office for real property records, except in states where, in
the opinion of counsel, 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 Depositor or the Seller.
The security interests in all Additional Collateral pledged to secure the
Mortgage Loans will be assigned to the Trustee. The Master Servicer will
continue to hold such Additional Collateral as custodian for the Trustee on
behalf of the Certificateholders.
The Trustee will review each Mortgage File within 90 days of the Closing
Date with respect to the Initial Mortgage Loans and each subsequent transfer
date with respect to the related Subsequent Mortgage Loans (or promptly after
the Trustee's receipt of any document permitted to be delivered after the
Closing Date or subsequent transfer date, as applicable) and if any document in
a Mortgage File is found to be missing or defective in a material respect and
the Seller does not cure such defect within 90 days of notice thereof from the
Trustee (or within such longer period not to exceed 720 days after the Closing
Date as provided in the Agreement in the case of missing documents not returned
from the public recording office), the Seller will be obligated to repurchase
the related Mortgage Loan from the Trust Fund. Rather than repurchase the
Mortgage Loan as provided above, the Seller may remove such Mortgage Loan (a
"Deleted Mortgage Loan") from the Trust
S-28
<PAGE> 29
Fund and substitute in its place another mortgage loan (a "Replacement Mortgage
Loan"); however, such substitution is permitted only within two years of the
Closing Date and may not be made unless an opinion of counsel is provided, at
the expense of the Seller, to the effect that such substitution will not
disqualify the REMIC comprising the Trust Fund as a REMIC or result in a
prohibited transaction tax under the Code. Any Replacement Mortgage Loan
generally will, on the date of substitution, among other characteristics set
forth in the Agreement:
-- have a principal balance, after deduction of all scheduled payments
due in the month of substitution, not in excess of, and not more than
10% less than, the Stated Principal Balance of the Deleted Mortgage
Loan (the amount of any shortfall to be deposited by the Seller and
held for distribution to the Certificateholders on the related
Distribution Date (a "Substitution Adjustment Amount")),
-- have a Mortgage Rate not lower than, and not more than 1% per annum
higher than, that of the Deleted Mortgage Loan,
-- have a Loan-to-Value Ratio and a Loan-to-Collateral Value Ratio not
higher than that of the Deleted Mortgage Loan,
-- have a remaining term to maturity not greater than (and not more than
one year less than) that of the Deleted Mortgage Loan,
-- have the same Loan Index as the Deleted Mortgage Loan,
-- have a Gross Margin and Maximum Mortgage Rate no lower than, and not
more than 1% per annum higher than, those of the Deleted Mortgage
Loan, and
-- comply with all of the representations and warranties set forth in the
Agreement as of the date of substitution.
This cure, repurchase or substitution obligation constitutes the sole
remedy available to Certificateholders or the Trustee for omission of, or a
material defect in, a Mortgage Loan document.
S-29
<PAGE> 30
BOSTON SAFE DEPOSIT AND TRUST COMPANY
Boston Safe Deposit and Trust Company ("The Boston Company"), a
wholly-owned indirect subsidiary of Mellon Financial Corporation, is a
Massachusetts trust company engaged in the business of originating
non-conforming residential mortgage loans (also known as "jumbo" mortgage
loans). Its executive offices are located at One Boston Place, Boston,
Massachusetts 02108. The Boston Company originates mortgage loans through ten
regional offices.
MORTGAGE LOAN UNDERWRITING
The Mortgage Loans were originated by The Boston Company generally in
accordance with the underwriting criteria described in this prospectus
supplement. Although the underwriting policies used in originating the Mortgage
Loans have changed from time to time, the policies described in this prospectus
supplement generally apply to the Mortgage Loans in all material respects.
The underwriting process is intended to assess both the prospective
borrower's credit standing and ability to repay, and the value and adequacy of
the mortgaged property as collateral. In underwriting a mortgage loan, The
Boston Company relies primarily on the borrower's ability to repay the loan,
determined by analyzing the borrower's cash flow, liquidity and overall
financial condition and the value of the mortgaged property as a measure of the
extent of its recovery in the event of a default. In determining the adequacy of
the property as collateral for a loan, appraisals are obtained from qualified
outside appraisers approved by The Boston Company. The qualifications of
appraisers are reviewed at least annually.
The Boston Company's appraisal requirements satisfy or exceed guidelines of
Fannie Mae and Freddie Mac. Multiple appraisals may be required depending upon
the loan amount and the location of the mortgaged property. The appraiser is
instructed to inspect the interior and exterior of the property and prepares a
report that includes a market data analysis based on reported recent sales of
comparable homes and, in certain cases, a cost analysis based on the estimated
current cost of constructing a similar home. This report is reviewed by a
representative of The Boston Company, who makes a final determination regarding
the appraised value of the home.
Each prospective borrower submits an application package that includes in
many cases the applicant's federal income tax returns for at least the last two
years (self-employed individuals are generally required to submit their personal
and business tax returns for the past three years) and information with respect
to the applicant's bank and brokerage accounts, assets, liabilities, income,
credit history and employment history. To establish the applicant's ability to
make timely payments, The Boston Company obtains a credit report on each
borrower. The Boston Company endeavors to verify the income, current employment
and liquid assets of the applicant. The Boston Company will generally obtain a
verification of mortgage and current mortgage statement for mortgage loans not
reported on the credit report. Information relative to adverse credit and legal
actions must be explained in writing by the applicant and must be acceptable to
The Boston Company. The
S-30
<PAGE> 31
origination process also requires that adequate title insurance, standard fire
and hazard insurance and, where necessary, flood insurance be obtained and
maintained.
Once all applicable employment, credit and property information is
received, a determination is made as to whether the prospective borrower has (1)
sufficient income available to meet both housing and total debt obligation and
(2) sufficient post-loan liquidity. The Boston Company generally requires that
the applicant's total housing related expenses and other current obligations not
exceed 38% of the applicant's stable income. However, a high ratio of expenses
to income will not disqualify an applicant if other factors indicating the
applicant's ability to make the mortgage payments are present. The amount of the
loan is limited by The Boston Company to an applicable Loan-to-Value Ratio.
ADDITIONAL COLLATERAL
The Boston Company requires that borrowers pledge additional collateral to
secure a mortgage loan to the extent that the loan-to-value ratio of such
mortgage loan would otherwise exceed applicable underwriting guidelines.
Additional collateral ("Additional Collateral") may include publicly traded
stocks, corporate and municipal bonds, government securities, commercial paper,
bank deposits, trust accounts and mutual funds.
The market value of Additional Collateral required to be pledged ranges,
depending on collateral type, from 100% to 200% of the portion of the related
mortgage loan balance which is in excess of the maximum loan-to-value ratio
permitted under The Boston Company's underwriting standards (the "base value").
All Additional Collateral is valued on a daily basis; if the market value of
such collateral with respect to any mortgage loan declines below specified
levels, the related borrower is required to pledge sufficient Additional
Collateral to meet such levels. The Boston Company will generally release its
lien on some or all of the Additional Collateral securing a mortgage loan if,
within five years after origination of such loan, the borrower meets certain
requirements and the loan-to-value ratio has been reduced due to (1) an increase
in the appraised value of the real property securing such mortgage loan or (2)
prepayment by the borrower of a portion of the loan balance. However, for
certain loans, The Boston Company requires Additional Collateral for the life of
the loan. After five years have elapsed following origination of a mortgage
loan, The Boston Company may, at its option, liquidate all or part of the
related Additional Collateral in order to reduce the outstanding loan balance to
a level within its loan-to-value ratio guidelines.
LOAN ORIGINATION
During the years ended December 31, 1997, December 31, 1998 and December
31, 1999, The Boston Company originated non-conforming one- to four-family
residential first mortgage loans having aggregate principal balances of
approximately $1,106 million, $1,896 million and $1,863 million, respectively.
FORECLOSURE, DELINQUENCY AND CHARGE-OFF EXPERIENCE
Generally, when a mortgagor fails to make a required payment on a mortgage
loan and does not cure the deficiency promptly, the loan is classified as
delinquent. In many cases,
S-31
<PAGE> 32
delinquencies are cured promptly, but if not, foreclosure proceedings are
generally commenced. The procedural steps necessary for foreclosure vary from
state to state, but generally, if the loan is not reinstated within certain
periods specified by the relevant mortgage loan documents, the property securing
the loan can be acquired by the lender. If a mortgagee takes title to the
mortgaged property through foreclosure but the mortgaged property had a value
lower than the outstanding amount of the debt, the law in certain states permits
such mortgagee to obtain a deficiency judgment in the amount of the difference.
The laws of certain other states restrict or prohibit such deficiency judgments.
It is anticipated that, in those states where deficiency judgments are
permitted, the Master Servicer will determine on a case-by-case basis whether to
seek such a judgment.
Loan Servicing Activities. As of June 30, 2000, The Boston Company's total
jumbo loan servicing portfolio contained loans with an aggregate outstanding
principal balance of approximately $5.98 billion. The loans contained in The
Boston Company's servicing portfolio include fixed and adjustable rate loans,
first and second lien loans and one- to four-family loans, and therefore may
differ significantly from the Mortgage Loans. There can be no assurance, and no
representation is made, that the delinquency experience with respect to the
Mortgage Loans will be similar to that reflected in the table below, nor is any
representation made as to the rate at which losses may be experienced on
liquidation of defaulted Mortgage Loans.
The following table sets forth certain information regarding the
delinquency, foreclosure and charge-off experience of The Boston Company with
respect to all the jumbo mortgage loans serviced by it. The indicated periods of
delinquency are based on the number of days past due on a contractual basis.
JUMBO MORTGAGE LOAN PORTFOLIO(1)
<TABLE>
<CAPTION>
DECEMBER 31, 1997 DECEMBER 31, 1998(3)
------------------------------- -------------------------------
NUMBER DOLLAR NUMBER DOLLAR
OF LOANS AMOUNT PERCENT OF LOANS AMOUNT PERCENT
-------- ---------- ------- -------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Portfolio Principal Balance................. 10,034 $4,448,651 100.00% 10,204 $4,797,017 100.00%
Delinquent Loans
30-59 days delinquent..................... 99 35,954 0.81 164 66,898 1.39
60-89 days delinquent..................... 9 6,620 0.15 16 6,352 0.13
90+ days delinquent....................... 14 1,254 0.03 11 1,186 0.02
Non-accrual Loans(2)...................... 38 16,387 0.37 33 9,453 0.20
------ ---------- ------ ------ ---------- ------
Total....................................... 160 $ 60,215 1.35% 224 $ 83,889 1.75%
Net Charge-offs (Recoveries)................ -- $ 68 0.00% -- $ (2,005) (0.04)%
REO......................................... 6 $ 2,172 0.05% 3 $ 2,815 0.06%
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1999(4) JUNE 30, 2000(5)
------------------------------- -------------------------------
NUMBER DOLLAR NUMBER DOLLAR
OF LOANS AMOUNT PERCENT OF LOANS AMOUNT PERCENT
-------- ---------- ------- -------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Portfolio Principal Balance................. 10,859 $5,647,491 100.00% 11,273 $5,976,314 100.00%
Delinquent Loans
30-59 days delinquent..................... 52 18,613 0.33 46 18,556 0.31
60-89 days delinquent..................... 7 1,939 0.03 7 1,842 0.03
90+ days delinquent....................... 9 1,173 0.02 2 199 0.00
Non-accrual Loans(2)...................... 18 5,575 0.10 16 4,723 0.08
------ ---------- ------ ------ ---------- ------
Total....................................... 86 $ 27,300 0.48% 71 $ 25,320 0.42%
Net Charge-offs (Recoveries)................ -- $ 307 0.01% -- $ (12) 0.00%
REO......................................... 1 $ 678 0.01% -- $ -- 0.00%
</TABLE>
S-32
<PAGE> 33
---------------
(1) Percentages in the table are rounded to the nearest 0.01%; dollar amounts
are in thousands and are rounded to the nearest thousand dollar.
(2) In general, a "Non-accrual Loan" is a mortgage loan owned by The Boston
Company as to which (a) payments are delinquent for a specified period
(based on the principal balance of such loan) or (b) The Boston Company
determines that collection is in doubt.
(3) Does not include 20 mortgage loans totaling $12.8 million of Mellon Private
Banking mortgage loans that are serviced by The Boston Company.
(4) Does not include 33 mortgage loans totaling $21.2 million of Mellon Private
Banking mortgage loans that are serviced by The Boston Company.
(5) Does not include 34 mortgage loans totaling $24.9 million of Mellon Private
Banking mortgage loans that are serviced by The Boston Company.
The above delinquency, foreclosure and charge-off statistics represent the
recent experience of The Boston Company. There can be no assurance, however,
that the delinquency, foreclosure and charge-off experience on the Mortgage
Loans will be comparable. In addition, the foregoing statistics include mortgage
loans with a variety of payment and other characteristics that may not
correspond to those of the Mortgage Loans. Further, the Mortgage Loans were not
chosen from The Boston Company's portfolio on the basis of any methodology which
could or would make them representative of the total pool of mortgage loans in
The Boston Company's portfolio. The actual loss and delinquency experience on
the Mortgage Loans will depend on, among other things, the value of the real
estate and cooperative shares securing such Mortgage Loans and the ability of
the mortgagors to make required payments. The Boston Company may arrange with a
Mortgagor a schedule for the liquidation of delinquencies running for no more
than 180 days (or for such longer period as agreed to by the Depositor) after
the applicable Due Date for each payment. If The Boston Company undertakes
litigation or retains outside attorneys or investigators the cost thereof will
be borne by the Trust Fund or the Certificateholders. The Boston Company will
not be required to advance funds for the conduct of such litigation or the
hiring of such outside attorneys or investigators, if it reasonably believes
that such advances will not be promptly reimbursed.
The likelihood that mortgagors will become delinquent in the payment of
their mortgage loans and the rate of any subsequent foreclosures may be affected
by a number of factors related to borrowers' personal circumstances, including,
for example, 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 a mortgagor's equity in the
related mortgaged property. In addition, delinquency and foreclosure experience
may be sensitive to adverse economic conditions, either nationally or
regionally, may exhibit seasonal variations and may be influenced by the level
of interest rates and servicing decisions on the applicable mortgage loans.
Regional economic conditions (including declining real estate values) may
particularly affect delinquency and foreclosure experience on mortgage loans to
the extent that mortgaged properties are concentrated in certain geographic
areas.
S-33
<PAGE> 34
SERVICING OF MORTGAGE LOANS
THE MASTER SERVICER
The Mortgage Loans will be serviced by The Boston Company, as master
servicer (in such capacity, the "Master Servicer"). Although the Master Servicer
will employ the Subservicer to directly service the Mortgage Loans, the Master
Servicer will remain liable for its servicing obligations under the Agreement as
if the Master Servicer were directly servicing the Mortgage Loans.
THE SUBSERVICER
The Mortgage Loans will be subserviced by Dovenmuehle Mortgage, Inc., a
corporation (the "Subservicer"). The Subservicer specializes exclusively in
subservicing loans for third parties. As of December 31, 1999, the Subservicer
had a net worth of $13 million and was servicing mortgage loans with an
aggregate outstanding principal balance of $31,997 million. Because the
Subservicer's servicing portfolio consists exclusively of mortgage loans with
differing characteristics and originated by third parties under a wide range of
underwriting guidelines and documentation programs, no historical loss or
delinquency information regarding the Subservicer's portfolio is included in
this prospectus supplement. The Subservicer's corporate headquarters is located
at 1501 Woodfield Road, Schaumburg, IL 60173-4982 and its telephone number is
(847) 619-5535.
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
The Expense Fees with respect to the Mortgage Pool are payable out of the
interest payments on each Mortgage Loan and, in addition, with respect to a
portion of the compensation payable to the Trustee, out of amounts on deposit in
the Capitalized Interest Account. The Expense Fees accrue at a per annum rate
(the "Expense Fee Rate") equal to 0.384%. The Expense Fees consist of (1)
servicing compensation payable to the Master Servicer at the rate of 0.375% per
annum of the Stated Principal Balance of the related Mortgage Loan (the
"Servicing Fee"), and (2) compensation payable to the Trustee. The Master
Servicer is obligated to pay certain ongoing expenses associated with the Trust
Fund and incurred by the Master Servicer in connection with its responsibilities
under the Agreement, including the fees of the Subservicer. The amount of the
Servicing Fee is subject to adjustment with respect to prepaid Mortgage Loans,
as described in this prospectus supplement under "--Adjustment to Servicing Fee
in Connection with Certain Prepaid Mortgage Loans." The Master Servicer will
also be entitled to receive late payment fees, assumption fees, prepayment
penalties and other similar charges and all reinvestment income earned on
amounts on deposit in the Collection Account. The Adjusted Net Mortgage Rate of
a Mortgage Loan is the Mortgage Rate thereof minus the Expense Fee Rate.
ADJUSTMENT TO SERVICING FEE IN CONNECTION WITH CERTAIN PREPAID MORTGAGE LOANS
When a borrower prepays a Mortgage Loan between Due Dates, the borrower is
required to pay interest on the amount prepaid only to the date of prepayment
and not thereafter. Full and partial principal prepayments by borrowers received
during a calendar
S-34
<PAGE> 35
month will be distributed to Certificateholders on the Distribution Date in the
month following the month of receipt. Pursuant to the Agreement, the Servicing
Fee for any month will be reduced by an amount with respect to each related
prepaid Mortgage Loan sufficient to pass through to Certificateholders the full
amount of interest to which they would be entitled in respect of such Mortgage
Loan on the related Distribution Date. If shortfalls in interest as a result of
prepayments in any month exceed the amount of the Servicing Fee for such month,
the amount of interest distributable to Certificateholders will be reduced by
the amount of such excess.
ADVANCES
Subject to the following limitations, the Master Servicer will be required
to advance prior to each Distribution Date, from its own funds or amounts
received with respect to the Mortgage Loans that do not constitute Available
Funds for such Distribution Date, an amount equal to the aggregate of payments
of principal of and interest on the Mortgage Loans (net of the Servicing Fee
with respect to the related Mortgage Loans) which were due on the related Due
Date and which were delinquent on the related Determination Date, together with
an amount equivalent to interest on each Mortgage Loan as to which the related
Mortgaged Property has been acquired by the Trust Fund through foreclosure or
deed-in-lieu of foreclosure ("REO Property") (any such advance, an "Advance").
Advances are intended to maintain a regular flow of scheduled interest and
principal payments on the Certificates rather than to guarantee or insure
against losses. The Master Servicer is obligated to make Advances with respect
to delinquent payments of principal of or interest on each Mortgage Loan to the
extent that such Advances are, in its reasonable judgment, recoverable from
future payments and collections or insurance payments or proceeds of liquidation
of the related Mortgage Loan. If the Master Servicer determines on any
Determination Date to make an Advance, such Advance will be included with the
distribution to Certificateholders on the related Distribution Date. Any failure
by the Master Servicer to make an Advance as required under the Agreement with
respect to the Certificates will constitute an Event of Default, in which case
the Trustee as the successor to the master servicer or any other successor
master servicer will be obligated to make any such Advance, subject to a
determination of recoverability as set forth above and in accordance with the
terms of the Agreement.
DESCRIPTION OF THE CERTIFICATES
GENERAL
The Certificates will be issued pursuant to the Agreement. Set forth below
are summaries of the specific terms and provisions pursuant to which the
Certificates will be issued. The following summaries do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, the provisions of the Agreement. When particular provisions or terms used in
the Agreement are referred to, the actual provisions (including definitions of
terms) are incorporated by reference.
The Mortgage Pass-Through Certificates, Series 2000-TBC3 will consist of
the Class A-l, Class X and Class A-R Certificates (collectively, the "Senior
Certificates") and
S-35
<PAGE> 36
the Class B-l, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates (collectively, the "Subordinated Certificates"). The Senior
Certificates and the Subordinated Certificates are collectively referred to in
this prospectus supplement as the "Certificates." Only the Senior Certificates
and the Class B-l, Class B-2 and Class B-3 Certificates (collectively, the
"Offered Certificates") are offered by this prospectus supplement. The Classes
of Offered Certificates will have the respective initial Class Certificate
Balances or initial Notional Amounts (subject to the permitted variance) and
Pass-Through Rates set forth or described on the cover of this prospectus
supplement or under "Summary of Terms--Offered Certificates--Pass-Through
Rates."
The "Class Certificate Balance" of any Class of Certificates as of any
Distribution Date is the initial Class Certificate Balance thereof reduced by
the sum of (x) all amounts previously distributed to holders of Certificates of
such Class as payments of principal and (y) the amount of Realized Losses
(including Excess Losses) allocated to such Class. In addition, the Class
Certificate Balance of the Class of Subordinated Certificates then outstanding
with the highest numerical Class designation will be reduced if and to the
extent that the aggregate of the Class Certificate Balances of all Classes of
Certificates, following all distributions and the allocation of Realized Losses
on a Distribution Date, exceeds the Pool Principal Balance as of the Due Date
occurring in the month of such Distribution Date plus the amounts, if any, in
the Pre-Funding Account.
The Class X Certificates do not have a principal balance and are not
entitled to any distributions in respect of principal of the Mortgage Loans. The
"Notional Amount" of the Class X Certificates for any Distribution Date will
equal the aggregate of the Class Certificate Balances of all classes of
Certificates immediately prior to such Distribution Date.
The Senior Certificates will have an initial aggregate principal balance of
approximately $465,656,100 and will evidence in the aggregate an initial
beneficial ownership interest of approximately 97.00% in the Trust Fund. The
Class B-l, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates
will each evidence in the aggregate an initial beneficial ownership interest of
approximately 1.00%, 0.40%, 0.50%, 0.45%, 0.30% and 0.35%, respectively, in the
Trust Fund.
The Book-Entry Certificates will be issuable in book-entry form only. The
Physical Certificates will be issued in fully registered certificated form. The
Class A-R Certificates will be issued as a single certificate with a dollar
denomination of $100.
BOOK-ENTRY CERTIFICATES
Each Class of Book-Entry Certificates will be issued in one or more
certificates which equal the aggregate initial Class Certificate Balance of each
such Class of Certificates and which will be held by a nominee of The Depository
Trust Company (together with any successor depository selected by the Depositor,
the "Depository"). Beneficial interests in the Book-Entry Certificates will be
held indirectly by investors through the book-entry facilities of the
Depository, in the United States, or Clearstream, Luxembourg or the Euroclear
System ("Euroclear") (in Europe) if they are participants of such systems, or
indirectly through organizations which are participants in such systems.
Investors may hold
S-36
<PAGE> 37
such beneficial interests in the Book-Entry Certificates in minimum
denominations representing an original principal amount of $25,000 and integral
multiples of $1,000 in excess thereof. One investor of each Class of Book-Entry
Certificates may hold a beneficial interest therein that is not an integral
multiple of $1,000. The Depositor has been informed by the Depository that its
nominee will be Cede & Co. ("Cede"). Accordingly, Cede is expected to be the
holder of record of the Book-Entry Certificates. Except as described in the
Prospectus under "Description of the Certificates--Book-Entry Certificates," no
person acquiring a Book-Entry Certificate (each, a "beneficial owner") will be
entitled to receive a physical certificate representing such Certificate (a
"Definitive Certificate").
Clearstream Banking, societe anonyme, 67 Bd Grande-Duchesse Charlotte,
L-2967 Luxembourg ("Clearstream Luxembourg"), was incorporated in 1970 as "Cedel
S.A.", a company with limited liability under Luxembourg law (a societe
anonyme). Clearstream, Luxembourg holds securities for its customers and
facilitates the clearance and settlement of securities transactions between
Clearstream, Luxembourg customers through electronic book-entry changes in
accounts of Clearstream, Luxembourg customers, thereby eliminating the need for
physical movement of certificates. Transactions may be settled by Clearstream,
Luxembourg in any of 36 currencies, including United States Dollars.
Clearstream, Luxembourg provides to its customers, among other things, services
for safekeeping, administrative, clearance and settlement of internationally
traded securities and securities lending and borrowing. Clearstream, Luxembourg
also deals with domestic securities markets in over 30 countries through
established depository and custodial relationships. Clearstream, Luxembourg is
registered as a bank in Luxembourg, and as such is subject to regulation by the
Commission de Surveillance du Secteur Financier, "CSSF", which supervises
Luxembourg banks. Clearstream, Luxembourg's customers are world-wide financial
institutions including underwriters, securities brokers and dealers, banks,
trust companies and clearing corporations. Clearstream, Luxembourg's U.S.
customers are limited to securities brokers and dealers, and banks. Currently
Clearstream, Luxembourg has approximately 2,000 customers located in over 80
countries, including all major European countries, Canada, and the United
States. Indirect access to Clearstream, Luxembourg is available to other
institutions that clear through or maintain a custodial relationship with an
account holder of Clearstream, Luxembourg. Clearstream, Luxembourg has
established an electronic bridge with Morgan Guaranty Trust Company of New York
as the Operator of the Euroclear System (MGT/ECO) in Brussels to facilitate
settlement of trades between Clearstream, Luxembourg and MGT/EOC.
Unless and until Definitive Certificates are issued, it is anticipated that
the only "Certificateholder" of the Book-Entry Certificates will be Cede, as
nominee of the Depository. Beneficial owners of the Book-Entry Certificates will
not be Certificateholders, as that term is used in the Agreement. Beneficial
owners are only permitted to exercise the rights of Certificateholders
indirectly through Financial Intermediaries and the Depository. Monthly and
annual reports on the Trust Fund provided to Cede, as nominee of the Depository,
may be made available to beneficial owners upon request, in accordance with the
rules, regulations and procedures creating and affecting the Depository, and to
the Financial Intermediaries to whose Depository accounts the Book-Entry
Certificates of such beneficial owners are credited.
S-37
<PAGE> 38
For a description of the procedures generally applicable to the Book-Entry
Certificates, see "Description of the Certificates--Book-Entry Certificates" in
the Prospectus and Annex I to this prospectus supplement.
PAYMENTS ON MORTGAGE LOANS; ACCOUNTS
On or prior to the Closing Date, the Trustee will establish an account (the
"Distribution Account"), which will be maintained with the Trustee in trust for
the benefit of the Certificateholders. On or prior to the business day
immediately preceding each Distribution Date, the Master Servicer will withdraw
from the Certificate Account the portion of Available Funds for such
Distribution Date on deposit therein and will deposit such amount in the
Distribution Account. Funds credited to the Certificate Account may be invested
for the benefit and at the risk of the Master Servicer in Permitted Investments,
as defined in the Agreement, that are scheduled to mature on or prior to the
business day preceding the next Distribution Date.
CAPITALIZED INTEREST ACCOUNT
On the Closing Date, cash will be deposited in a segregated trust account
(the "Capitalized Interest Account"), which will be in the name of and
maintained by the Trustee and will be part of the Trust Fund. The amount on
deposit in the Capitalized Interest Account, including reinvestment income on
that amount, will be used by the Trustee on the Distribution Dates during and
immediately following the Pre-Funding Period, to fund shortfalls in the interest
collections attributable to the pre-funding feature of the Trust Fund. Any
amounts remaining in the Capitalized Interest Account and not needed for this
purpose will be paid to the Seller and will not thereafter be available for
distribution to the holders of the Certificates.
Amounts on deposit in the Capitalized Interest Account will be invested in
Permitted Investments at the direction of the Seller. The Capitalized Interest
Account will not be an asset of any REMIC.
PRE-FUNDING ACCOUNT
On the Closing Date, the Pre-Funded Amount will be deposited into a
segregated trust account (the "Pre-Funding Account"), which will be in the name
of and maintained by the Trustee and will be part of the Trust Fund. Amounts in
the Pre-Funding Account may be used only to (a) acquire Subsequent Mortgage
Loans and (b) to make accelerated payments of principal on the Class A-1
Certificates. During the Pre-Funding Period amounts will, from time to time, be
withdrawn from the Pre-Funding Account to purchase Subsequent Mortgage Loans in
accordance with the Agreement and each Subsequent Transfer Agreement. Any
Pre-Funded Amount remaining at the end of the Pre-Funding Period will be
distributed as a principal prepayment to the holders of the Class A-1
Certificates.
Amounts on deposit in the Pre-Funding Account will be invested in Permitted
Investments at the direction of the Seller. Any investment earnings on funds in
the
S-38
<PAGE> 39
Pre-Funding Account will be transferred to the Capitalized Interest Account. The
Pre-Funding Account will not be an asset of any REMIC.
DISTRIBUTIONS
Distributions on the Certificates will be made by the Trustee on the 15th
day of each month, or if such day is not a business day, on the first business
day thereafter, commencing in September 2000 (each, a "Distribution Date"), to
the persons in whose names such Certificates are registered at the close of
business on the business day immediately preceding such Distribution Date, in
the case of the Class A-1 Certificates, and at the close of business on the last
business day of the month preceding the month of such Distribution Date, in the
case of the Offered Certificates, other than the Class A-1 Certificates (the
"Record Date").
Distributions on each Distribution Date will be made by check mailed to the
address of the person entitled thereto as it appears on the applicable
certificate register or, in the case of a Certificateholder who holds 100% of a
Class of Certificates or who holds a Notional Amount Certificate or who holds
Certificates with an aggregate initial Certificate Balance of $1,000,000 or more
and who has so notified the Trustee in writing in accordance with the Agreement,
by wire transfer in immediately available funds to the account of such
Certificateholder at a bank or other depository institution having appropriate
wire transfer facilities; provided, however, that the final distribution in
retirement of the Certificates will be made only upon presentment and surrender
of such Certificates at the Corporate Trust Office of the Trustee.
PRIORITY OF DISTRIBUTIONS AMONG CERTIFICATES
As more fully described in this prospectus supplement, on each Distribution
Date the Available Funds will be applied in the following order of priority:
1. concurrently, to interest on each Class of Senior Certificates;
2. to principal of the Classes of Senior Certificates then entitled to
receive distributions of principal, in the order and subject to the
priorities set forth in this prospectus supplement under "--Principal";
3. to interest on and then principal of each Class of Subordinated
Certificates, in the order of their numerical Class designations,
beginning with the Class B-l Certificates, subject to certain
limitations set forth in this prospectus supplement under "--Principal";
and
4. to the Class A-R Certificates, any remaining amount.
"Available Funds" with respect to any Distribution Date will be equal to
the sum of
1. all scheduled installments of interest (net of the related Expense Fees)
and principal due on the Due Date in the month in which such
Distribution Date occurs and received prior to the related Determination
Date, together with any Advances in respect thereof;
S-39
<PAGE> 40
2. all proceeds of any insurance policies with respect to the Mortgage
Loans, to the extent such proceeds are not applied to the restoration of
the related Mortgaged Property or released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures
(collectively, "Insurance Proceeds") and all other cash amounts received
and retained in connection with the liquidation of defaulted Mortgage
Loans, by foreclosure or otherwise ("Liquidation Proceeds") during the
month preceding the month of such Distribution Date (in each case, net
of unreimbursed expenses incurred in connection with a liquidation or
foreclosure and unreimbursed Advances, if any);
3. all partial or full prepayments of the Mortgage Loans received during
the month preceding the month of such Distribution Date;
4. amounts received with respect to such Distribution Date as the
Substitution Adjustment Amount or purchase price in respect of a Deleted
Mortgage Loan repurchased by the Seller or the Master Servicer as of
such Distribution Date;
5. on the Distribution Dates during and immediately following the
Pre-Funding Period, amounts from the Capitalized Interest Account needed
for the payment of interest on the Certificates; and
6. on the Distribution Date immediately following the Pre-Funding Period,
any amount, excluding any reinvestment income, remaining in the
Pre-Funding Account;
reduced by amounts in reimbursement for Advances previously made and other
amounts as to which the Master Servicer is entitled to be reimbursed pursuant to
the Agreement.
INTEREST
The pass-through rate for each Class of Offered Certificates for each
Distribution Date (the "Pass-Through Rate") is described below. On each
Distribution Date, the Pass-Through Rate on the Class A-1 Certificates will
equal the lesser of (x) One-Month LIBOR plus the applicable margin and (y) the
lesser of (1) the Maximum Rate and (2) the Net WAC, adjusted to give effect to
the related Interest Accrual Period. The applicable margin for each Distribution
Date through the Distribution Date in August 2002 is 0.22% and for any
subsequent Distribution Date is 0.44%.
The Pass-Through Rates on the Class B-1, Class B-2, and Class B-3
Certificates on each Distribution Date will equal the Net WAC. The Pass-Through
Rate for each Class of Subordinated Certificates and the Class A-R Certificates
for the first Distribution Date will be approximately 7.63903% per annum.
The "Net WAC" for any Distribution Date will equal the weighted average of
the Adjusted Net Mortgage Rates of the Mortgage Loans as of the Due Date in the
month preceding the month of the applicable Distribution Date, including the
Pre-Funded Amount, if any, assuming the Adjusted Net Mortgage Rate on the
Pre-Funded Amount is equal to the weighted average of the Adjusted Net Mortgage
Rates of the Mortgage Loans
S-40
<PAGE> 41
with a Loan Index of 1-month LIBOR, excluding such Mortgage Loans with an
initial six month fixed rate period. The "Maximum Rate" is 10.00%.
The Pass-Through Rate on the Class X Certificates on any Distribution Date
will equal the positive difference, if any, between the Net WAC and the weighted
average of the Pass-Through Rates on the other Classes of Certificates for that
Distribution Date adjusted to give effect to the different Interest Accrual
Periods.
On each Distribution Date, to the extent of funds available therefor, each
Class of Certificates will be entitled to receive an amount allocable to
interest (as to each such Class, the "Interest Distribution Amount") with
respect to the related Interest Accrual Period. The Interest Distribution Amount
for any Class will be equal to the sum of
(a) interest at the applicable Pass-Through Rate on the related Class
Certificate Balance or Notional Amount, as the case may be, and
(b) the sum of the amounts, if any, by which the amount described in clause
(a) above on each prior Distribution Date exceeded the amount actually
distributed as interest on such prior Distribution Dates and not
subsequently distributed ("Unpaid Interest Amounts").
With respect to each Distribution Date, the "Interest Accrual Period" for
each Class of Certificates will be the calendar month preceding the month of
such Distribution Date except that the Interest Accrual Period for the Class A-1
Certificates will be the period from the prior Distribution Date, or in the case
of the first Distribution Date, from the Closing Date, through the day prior to
the applicable Distribution Date.
The Interest Distribution Amount will be reduced by the amount of "Net
Interest Shortfalls" for such Distribution Date. With respect to any
Distribution Date, the "Net Interest Shortfall" is equal to the sum of
(a) the amount of interest which would otherwise have been received with
respect to any Mortgage Loan that was the subject of (x) a Relief Act
Reduction or (y) a Special Hazard Loss, Fraud Loss, Debt Service
Reduction or Deficient Valuation, after the exhaustion of the
respective amounts of coverage provided by the Subordinated
Certificates for such types of losses, and
(b) any Net Prepayment Interest Shortfalls.
Net Interest Shortfalls on any Distribution Date will be allocated pro rata
among all Classes of Certificates entitled to receive distributions of interest
on such Distribution Date, based on the amount of interest each such Class of
Certificates would otherwise be entitled to receive on such Distribution Date
before taking into account any reduction in such amounts resulting from such Net
Interest Shortfalls.
A "Relief Act Reduction" is a reduction in the amount of monthly interest
payment on a Mortgage Loan pursuant to the Soldiers' and Sailors' Civil Relief
Act of 1940. See "Certain Legal Aspects of Mortgage Loans--Soldiers' and
Sailors' Civil Relief Act" in the Prospectus. With respect to any Distribution
Date, the "Net Prepayment Interest Shortfall" is the amount by which the
aggregate of Prepayment Interest Shortfalls for the
S-41
<PAGE> 42
Mortgage Loans during the calendar month preceding the month of such
Distribution Date exceeds the aggregate amount of the Servicing Fee for such
period. A "Prepayment Interest Shortfall" is the amount by which interest paid
by a borrower in connection with a prepayment of principal on a Mortgage Loan is
less than one month's interest at the related Mortgage Rate (net of the
Servicing Fee) on the Stated Principal Balance of such Mortgage Loan.
Accrued interest to be distributed on any Distribution Date will be
calculated on the basis of the related Class Certificate Balance or Notional
Amount immediately prior to such Distribution Date. In the case of the Class A-1
Certificates, interest will be calculated and payable on the basis of a 360-day
year and the actual number of days in the applicable Interest Accrual Period. In
the case of the Class X, Class A-R and the Subordinated Certificates, interest
will be calculated and payable on the basis of a 360-day year consisting of
twelve 30-day months.
In the event that, on a particular Distribution Date, Available Funds
applied in the order described above under "--Priority of Distributions Among
Certificates" are not sufficient to make a full distribution of the interest
entitlement on the Certificates, interest will be distributed on each Class of
Certificates of equal priority based on the amount of interest each such Class
would otherwise have been entitled to receive in the absence of such shortfall.
Any Unpaid Interest Amount will be carried forward and added to the amount
holders of each such Class of Certificates will be entitled to receive on the
next Distribution Date. Such a shortfall could occur, for example, if losses
realized on the Mortgage Loans were exceptionally high or were concentrated in a
particular month. Any Unpaid Interest Amount will not bear interest.
With respect to each Distribution Date other than the first Distribution
Date, One-Month LIBOR will equal the interbank offered rate for one-month United
States dollar deposits in the London market as quoted on Telerate Page 3750 as
of 11:00 A.M., London time, on the second LIBOR Business Day prior to the first
day of the related Interest Accrual Period. One-Month LIBOR for the first
Distribution Date will be established on August 11, 2000. "Telerate Page 3750"
means the display designated as page 3750 on the Bridge Telerate, or such other
page as may replace page 3750 on that service for the purpose of displaying
London interbank offered rates of major banks. If such rate does not appear on
such page, or such other page as may replace that page on that service, or if
such service is no longer offered, such other service for displaying LIBOR or
comparable rates as may be selected by the Trustee after consultation with the
Master Servicer, the rate will be the Reference Bank Rate.
The "Reference Bank Rate" will be determined on the basis of the rates at
which deposits in U.S. Dollars are offered by the reference banks, which shall
be three major banks that are engaged in transactions in the London interbank
market, selected by the Trustee after consultation with the Master Servicer, as
of 11:00 A.M., London time, on the day that is two LIBOR Business Days prior to
the related Interest Accrual Period to prime banks in the London interbank
market for a period of one month in amounts approximately equal to the Class
Certificate Balance of the Class A-1 Certificates. The Trustee will request the
principal London office of each of the reference banks to provide a quotation of
S-42
<PAGE> 43
its rate. If at least two such quotations are provided, the rate will be the
arithmetic mean of the quotations. If on such date fewer than two quotations are
provided as requested, the rate will be the arithmetic mean of the rates quoted
by one or more major banks in New York City, selected by the Trustee after
consultation with the Master Servicer, as of 11:00 A.M., New York City time, on
such date for loans in U.S. Dollars to leading European banks for a period of
one month in amounts approximately equal to the Class Certificate Balance of the
Class A-1 Certificates. If no such quotations can be obtained, the rate will be
One-Month LIBOR for the prior Interest Accrual Period. "LIBOR Business Day"
means any day other than a Saturday or a Sunday or a day on which banking
institutions in the State of New York or in the city of London, England are
required or authorized by law to be closed.
PRINCIPAL
Formula Principal Amount. On each Distribution Date, the Formula Principal
Amount will be distributed as principal of the Senior Certificates in an amount
up to the Senior Principal Distribution Amount, and as principal of the
Subordinated Certificates, in an amount up to the Subordinated Principal
Distribution Amount.
The "Formula Principal Amount" for any Distribution Date will equal the sum
of
(a) all monthly payments of principal due on each Mortgage Loan on the
related Due Date,
(b) the principal portion of the purchase price of each Mortgage Loan that
was repurchased by the Seller or another person pursuant to the
Agreement as of such Distribution Date,
(c) the Substitution Adjustment Amount in connection with any Deleted
Mortgage Loan received with respect to such Distribution Date,
(d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries
of principal of Mortgage Loans that are not yet Liquidated Mortgage
Loans received during the calendar month preceding the month of such
Distribution Date,
(e) with respect to each Mortgage Loan that became a Liquidated Mortgage
Loan during the calendar month preceding the month of such Distribution
Date, the amount of the Liquidation Proceeds allocable to principal
received with respect to such Mortgage Loan, and
(f) all partial and full principal prepayments by borrowers under the
Mortgage Loans received during the calendar month preceding the month
of such Distribution Date and on the Distribution Date following the
end of the Pre-Funding Period, any amounts, other than reinvestment
earnings, on deposit in the Pre-Funding Account.
Senior Principal Distribution Amount. On each Distribution Date, the
Senior Certificates entitled to distribution of principal will be entitled to
receive as principal from Available Funds applied in the order described above
under "--Priority of Distributions
S-43
<PAGE> 44
Among Certificates," the Formula Principal Amount up to the Senior Principal
Distribution Amount in the following order of priority:
1. to the Class A-R Certificates, until the Class Certificate Balance
thereof is reduced to zero;
2. to the Class A-1 Certificates until the Class Certificate Balance
thereof is reduced to zero.
The "Senior Credit Support Depletion Date" is the date on which the Class
Certificate Balance of each Class of Subordinated Certificates has been reduced
to zero.
The "Senior Principal Distribution Amount" for any Distribution Date will
equal the sum of
1. the Senior Percentage of all amounts described in clauses (a) through
(d) of the definition of "Formula Principal Amount" for such
Distribution Date,
2. with respect to each Mortgage Loan that became a Liquidated Mortgage
Loan during the calendar month preceding the month of such Distribution
Date, the lesser of
(x) the Senior Percentage of the Stated Principal Balance of such
Mortgage Loan and
(y) either (A) the Senior Prepayment Percentage or (B) if an Excess Loss
was sustained with respect to such Liquidated Mortgage Loan during
such preceding calendar month, the Senior Certificates' pro rata
share, times the amount of the Liquidation Proceeds allocable to
principal received with respect to such Mortgage Loan, and
3. the Senior Prepayment Percentage of the amounts described in clause (f)
of the definition of "Formula Principal Amount" for such Distribution
Date;
provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained
with respect to a Mortgage Loan that is not a Liquidated Mortgage Loan, the
Senior Principal Distribution Amount will be reduced on the related Distribution
Date by the Senior Certificates' pro rata share of the principal portion of such
Bankruptcy Loss.
"Stated Principal Balance" means, as to any Mortgage Loan and Due Date, the
unpaid principal balance of such Mortgage Loan as of such Due Date, as specified
in the amortization schedule at the time relating thereto (before any adjustment
to such amortization schedule by reason of any moratorium or similar waiver or
grace period), after giving effect to any previous partial principal prepayments
and Liquidation Proceeds received and to the payment of principal due on such
Due Date and irrespective of any delinquency in payment by the related
Mortgagor.
The "Pool Principal Balance" with respect to any Distribution Date equals
the aggregate of the Stated Principal Balances of the Mortgage Loans outstanding
on the Due Date in the month preceding the month of such Distribution Date.
The "Senior Percentage" for any Distribution Date occurring prior to the
Distribution Date in September 2010 is 100%, except if the aggregate of the
Class Certificate Balances
S-44
<PAGE> 45
of the Senior Certificates immediately prior to such date is zero in which case
the Senior Percentage is 0%. For each Distribution Date on and after the
Distribution Date in September 2010, the Senior Percentage is the percentage
equivalent of a fraction the numerator of which is the aggregate of the Class
Certificate Balances of each Class of Senior Certificates immediately prior to
such date and the denominator of which is the aggregate of the Class Certificate
Balances of all Classes of Certificates immediately prior to such date.
For any Distribution Date the "Subordinated Percentage" will be calculated
as the difference between 100% and the Senior Percentage for such Distribution
Date.
The "Senior Prepayment Percentage" for any Distribution Date occurring
during the ten years beginning on the first Distribution Date will equal 100%,
except if the aggregate of the Class Certificate Balances of the Senior
Certificates immediately prior to such date is zero in which case the Senior
Prepayment Percentage is 0%. Thereafter, the Senior Prepayment Percentage will,
except as described below, 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 Senior Certificates while, in the absence of Realized
Losses, increasing the interest in the Stated Principal Balance of the Mortgage
Loans evidenced by the Subordinated Certificates. 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.
The Senior Prepayment Percentage for any Distribution Date occurring on or
after the tenth anniversary of the first Distribution Date will be as follows:
-- for any Distribution Date in the first year thereafter, the Senior
Percentage plus 70% of the Subordinated Percentage for such
Distribution Date;
-- for any Distribution Date in the second year thereafter, the Senior
Percentage plus 60% of the Subordinated Percentage for such
Distribution Date;
-- for any Distribution Date in the third year thereafter, the Senior
Percentage plus 40% of the Subordinated Percentage for such
Distribution Date;
-- for any Distribution Date in the fourth year thereafter, the Senior
Percentage plus 20% of the Subordinated Percentage for such
Distribution Date; and
-- for any Distribution Date thereafter, the Senior Percentage for such
Distribution Date
unless on any of the foregoing Distribution Dates the Senior Percentage exceeds
the aggregate of the initial Class Certificate Balances of each Class of Senior
Certificates divided by the aggregate of the initial Class Certificate Balances
of all Classes of Certificates in which case the Senior Prepayment Percentage
for such Distribution Date will once again equal 100%.
Notwithstanding the foregoing, no decrease in the Senior Prepayment
Percentage will occur if as of the first Distribution Date as to which any such
decrease applies,
S-45
<PAGE> 46
1. the outstanding principal balance of all Mortgage Loans delinquent 60
days or more (averaged over the preceding six month period), as a
percentage of the aggregate of the Class Certificate Balances of the
Subordinated Certificates is equal to or greater than 50%, or
2. cumulative Realized Losses with respect to the Mortgage Loans exceed
(a) with respect to the Distribution Date on the tenth anniversary of
the first Distribution Date, 30% of the aggregate of the Class
Certificate Balances of the Subordinated Certificates as of the
Closing Date (the "Original Subordinated Principal Balance"),
(b) with respect to the Distribution Date on the eleventh anniversary of
the first Distribution Date, 35% of the Original Subordinated
Principal Balance,
(c) with respect to the Distribution Date on the twelfth anniversary of
the first Distribution Date, 40% of the Original Subordinated
Principal Balance,
(d) with respect to the Distribution Date on the thirteenth anniversary
of the first Distribution Date, 45% of the Original Subordinated
Principal Balance, and
(e) with respect to the Distribution Date on the fourteenth anniversary
of the first Distribution Date, 50% of the Original Subordinated
Principal Balance.
The "Subordinated Prepayment Percentage" as of any Distribution Date will
be calculated as the difference between 100% and the Senior Prepayment
Percentage for such date.
If on any Distribution Date the allocation to any Class of Senior
Certificates then entitled to distributions of full and partial principal
prepayments and other amounts in the percentage required above would reduce the
outstanding Class Certificate Balance of such Class below zero, the distribution
to such Class of Certificates of the Senior Prepayment Percentage of such
amounts for such Distribution Date will be limited to the percentage necessary
to reduce the related Class Certificate Balance to zero.
Subordinated Principal Distribution Amount. Except as provided in the
next paragraph, each Class of Subordinated Certificates will be entitled to
receive on each Distribution Date its pro rata share of the Subordinated
Principal Distribution Amount (based on its respective Class Certificate
Balance), in each case to the extent of the amount available from Available
Funds for distribution of principal on such Class, as described above under
"--Priority of Distributions Among Certificates." Distributions of principal of
the Subordinated Certificates will be made on each Distribution Date
sequentially to the Classes of Subordinated Certificates in the order of their
numerical Class designations, beginning with the Class B-l Certificates, until
each such Class has received its respective pro rata share for such Distribution
Date.
The "Class Subordination Percentage" with respect to any Distribution Date
and each Class of Subordinated Certificates will equal the percentage equivalent
of a fraction, the numerator of which is the Class Certificate Balance of such
Class of Subordinated Certificates, immediately prior to such Distribution Date
and the denominator of which is
S-46
<PAGE> 47
the aggregate of the Class Certificate Balances of all Classes of Certificates
immediately prior to such Distribution Date.
With respect to each Class of Subordinated Certificates, if on any
Distribution Date the sum of the related Class Subordination Percentages of such
Class and all Classes of Subordinated Certificates which have higher numerical
Class designations than such Class (the "Applicable Credit Support Percentage")
is less than the Applicable Credit Support Percentage for such Class on the date
of issuance of the Certificates (the "Original Applicable Credit Support
Percentage"), no distribution of partial principal prepayments and principal
prepayments in full will be made to any such Classes (the "Restricted Classes")
and the amount otherwise distributable to the Restricted Classes in respect of
such partial principal prepayments and principal prepayments in full will be
allocated among the remaining Classes of Subordinated Certificates, pro rata,
based upon their respective Class Certificate Balances, and distributed in the
order described above.
The approximate Original Applicable Credit Support Percentages for the
Subordinated Certificates on the date of issuance of the Certificates are
expected to be as follows:
<TABLE>
<S> <C>
Class B-1................................................... 3.00%
Class B-2................................................... 2.00%
Class B-3................................................... 1.60%
Class B-4................................................... 1.10%
Class B-5................................................... 0.65%
Class B-6................................................... 0.35%
</TABLE>
The "Subordinated Principal Distribution Amount" for any Distribution Date
will equal the sum of
1. the Subordinated Percentage of all amounts described in clauses (a)
through (d) of the definition of "Formula Principal Amount" for such
Distribution Date,
2. with respect to each Mortgage Loan that became a Liquidated Mortgage
Loan during the calendar month preceding the month of such Distribution
Date, the Liquidation Proceeds allocable to principal received with
respect to such Mortgage Loan, after application of such amounts
pursuant to clause 2. of the definition of the Senior Principal
Distribution Amount up to the Subordinated Certificates' pro rata share
of the Stated Principal Balance of such Mortgage Loan, and
3. the Subordinated Prepayment Percentage of the amounts described in
clause (f) of the definition of "Formula Principal Amount" for such
Distribution Date.
Residual Certificates. The Class A-R Certificates will remain outstanding
for so long as the Trust Fund shall exist, whether or not they are receiving
current distributions of principal or interest. In addition to distributions of
interest and principal as described above, on each Distribution Date the holders
of the Class A-R Certificates will be entitled to receive any Available Funds
remaining after payment of interest and principal on the Senior Certificates and
interest and principal on the Subordinated Certificates for such Distribution
Date, as described above.
S-47
<PAGE> 48
ALLOCATION OF LOSSES
On each Distribution Date, any Realized Loss, other than any Excess Loss,
will be allocated first to the Subordinated Certificates, in the reverse order
of their numerical Class designations (beginning with the Class of Subordinated
Certificates then outstanding with the highest numerical Class designation), in
each case until the Class Certificate Balance of the respective Class of
Certificates has been reduced to zero, and then to the Senior Certificates
(other than the Notional Amount Certificates) pro rata, based upon their
respective Class Certificate Balances.
On each Distribution Date, Excess Losses will be allocated pro rata among
the Classes of Senior Certificates (other than the Notional Amount Certificates)
and the Subordinated Certificates based upon their respective Class Certificate
Balances.
In general, a "Realized Loss" means, with respect to a Liquidated Mortgage
Loan, the amount by which the remaining unpaid principal balance of the Mortgage
Loan exceeds the amount of Liquidation Proceeds applied to the principal balance
of the related Mortgage Loan. "Excess Losses" are
(a) Special Hazard Losses in excess of the Special Hazard Loss Coverage
Amount,
(b) Bankruptcy Losses in excess of the Bankruptcy Loss Coverage Amount
and
(c) Fraud Losses in excess of the Fraud Loss Coverage Amount.
"Bankruptcy Losses" are losses that are incurred as a result of Debt
Service Reductions and Deficient Valuations. "Special Hazard Losses" are
Realized Losses in respect of Special Hazard Mortgage Loans. "Fraud Losses" are
Realized Losses sustained by reason of a default arising from fraud, dishonesty
or misrepresentation. See "Credit Enhancement--Subordination of Certain Classes"
in this prospectus supplement.
A "Liquidated Mortgage Loan" is a defaulted Mortgage Loan as to which the
Master Servicer has determined that all recoverable liquidation and insurance
proceeds have been received. A "Special Hazard Mortgage Loan" is a Liquidated
Mortgage Loan as to which the ability to recover the full amount due thereunder
was substantially impaired by a hazard not insured against under a standard
hazard insurance policy of the type described in the Prospectus under "Credit
Enhancement--Special Hazard Insurance Policies." See "Credit
Enhancement--Subordination of Certain Classes" in this prospectus supplement.
PURCHASES OF CONVERTED MORTGAGE LOANS
If a Mortgagor has the right to convert the Mortgage Rate from an
adjustable rate to a fixed rate and exercises such right (each, a "Converted
Mortgage Loan"), the Seller will be obligated to repurchase that Converted
Mortgage Loan. The purchase price will be 100% of the Stated Principal Balance
of the Converted Mortgage Loan plus accrued interest thereon at the Mortgage
Rate to the first day of the month in which the purchase price is to be
distributed to Certificateholders. If the Seller fails to repurchase any
Converted Mortgage Loan, it will not constitute an Event of Default under the
Agreement,
S-48
<PAGE> 49
and that Converted Mortgage Loan will remain in the Trust Fund bearing a fixed
Mortgage Rate.
MODIFICATIONS
If a Mortgagor has the option to modify the terms of the related Mortgage
Loan and exercises such option, the Master Servicer will purchase that Mortgage
Loan from the Trust Fund. The purchase price will be 100% of the Stated
Principal Balance of the Mortgage Loan plus accrued interest to the first day of
the month in which the purchase price will be distributed to Certificateholders.
OPTIONAL PURCHASE OF DEFAULTED LOANS
The Master Servicer may, at its option, purchase from the Trust Fund any
Mortgage Loan which is delinquent in payment by 91 days or more. Any such
purchase will be at a price equal to 100% of the Stated Principal Balance of
such Mortgage Loan plus accrued interest thereon at the applicable Mortgage Rate
from the date through which interest was last paid by the related Mortgagor or
advanced to the first day of the month in which such amount is to be
distributed.
PUT OPTION AND OPTIONAL CALL
During the period from June 11, 2002 through June 17, 2002 (the "Option
Period"), each holder of a Certificate (except for holders of the Class A-R and
the Class X Certificates) will have the option to require Mellon Bank, N.A. (the
"Standby Purchaser") to purchase such Certificateholder's Certificates (the "Put
Option"). If the Put Option is exercised with respect to more than 90% of the
aggregate outstanding Class Certificate Balance of the Certificates, the Standby
Purchaser will have the option to purchase on the same terms, as described
below, all of the outstanding Certificates, other than the Class A-R and the
Class X Certificates, including Certificates with respect to which the
applicable Certificateholder has not exercised the Put Option (the "Optional
Call"). The purchase price for any Certificate for which the related
Certificateholder has exercised the Put Option or the Standby Purchaser has
exercised the Optional Call will be the sum of (A) the outstanding principal
balance of such Certificate on the Distribution Date in August 2002 (the "Put
Date") (after giving effect to distributions otherwise made on such date)
multiplied by the Applicable Purchase Price Percentage, defined below, plus (B)
accrued and unpaid interest on the outstanding principal balance of such
Certificate immediately prior to the Put Date at the applicable Pass-Through
Rate. "Applicable Purchase Price Percentage" means (a) 100% in the case of the
Offered Certificates, (b) 80% in the case of the Class B-4 and Class B-5
Certificates and (c) 20% in the case of the Class B-6 Certificates.
Certificateholders will be required to give written notice to the Master
Servicer of their intention to exercise the Put Option during the Option Period.
Notice of exercise of the Put Option delivered to the Master Servicer by a
Certificateholder will be irrevocable. Receipt by the Master Servicer of notices
from Certificateholders holding more than 90% of the aggregate outstanding Class
Certificate Balance of the Certificates will permit the
S-49
<PAGE> 50
Standby Purchaser to exercise the Optional Call. If the Standby Purchaser
intends to exercise the Optional Call, the Standby Purchaser will cause the
Master Servicer or the Trustee to provide notice to the Certificateholders at
least ten days prior to the Distribution Date in August 2002.
MELLON BANK, N.A.
Mellon Bank, N.A. (the "Bank") is a national banking association with its
principal office in Pittsburgh, Pennsylvania. The Bank offers a wide range of
domestic and international consumer banking, corporate banking, and trust and
asset management services to its customers. At December 31, 1999, the Bank had
total assets of $39.6 billion, total loans (net of unearned income) of $24.5
billion, total deposits of $26.4 billion, and total equity capital of $3.9
billion. At March 31, 2000, the corresponding amounts were $39.3 billion, $23.2
billion, $25.9 billion and $3.9 billion, respectively. The Bank's business is
subject to examination and regulation by federal banking authorities. Its
primary federal bank regulatory authority is the Office of the Comptroller of
the Currency.
The Bank is a wholly owned subsidiary of Mellon Financial Corporation (the
"Holding Company" and together with its subsidiaries, the "Corporation"), a
global multibank financial holding company incorporated under the laws of
Pennsylvania in August 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. The Holding Company's principal subsidiaries
are the Bank, The Boston Company, Inc., Buck Consultants, Inc., Newton
Management Limited and a number of the companies known as the Mellon Financial
Services Corporations. The Dreyfus Corporation, one of the nation's largest
mutual fund companies, and Founders Asset Management, LLC, are wholly owned
subsidiaries of the Bank.
The Holding Company's banking subsidiaries engage in retail financial
services, commercial banking, trust and investment management services, mutual
fund activities, equipment leasing, selling insurance products, and various
securities-related activities. Buck Consultants, Inc., a global actuarial and
human resources consulting firm, provides a broad array of services in the areas
of defined benefit and defined contribution plans, communications and
compensation consulting, and outsourcing and administration of employee benefit
programs. The Mellon Financial Services Corporations, through their subsidiaries
and joint ventures, provide a broad range of bank-related services, including
equipment leasing, commercial loan financing, stock transfer services, cash
management and numerous trust and investment management services. At December
31, 1999, the Corporation had total assets of $47.9 billion, total loans (net of
unearned income) of $30.2 billion, total deposits of $33.4 billion, and total
shareholders' equity of $4.0 billion. At June 30, 2000, the corresponding
amounts were $46.0 billion, $27.7 billion, $32.6 billion and $3.9 billion,
respectively.
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance with the Exchange Act files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities of the Commis-
S-50
<PAGE> 51
sion at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. Such material is also available on the Commission's
Internet site on the World Wide Web located at http://www.sec.gov. In addition,
such reports, proxy statements and other information concerning the Corporation
can be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
OPTIONAL TERMINATION
The Master Servicer will have the right to repurchase all remaining
Mortgage Loans and REO Properties in the Mortgage Pool and thereby effect early
retirement of the Certificates, subject to the Pool Principal Balance of such
Mortgage Loans and REO Properties at the time of repurchase being less than or
equal to 10% of the sum of the Cut-off Date Principal Balance of the Initial
Mortgage Loans and the Pre-Funded Amount on the Closing Date. If the Master
Servicer exercises its option, the purchase price distributed with respect to
each Certificate will be 100% of its then outstanding principal balance plus any
unpaid accrued interest on such principal balance at the applicable Pass-
Through Rate (in each case subject to reduction as provided in the Agreement if
the purchase price is based in part on the appraised value of any REO Properties
and such appraised value is less than the Stated Principal Balance of the
related Mortgage Loans). Distributions on the Certificates in respect of any
optional termination will first be paid to the Senior Certificates and then,
except as set forth in the Agreement, to the Subordinated Certificates. The
proceeds from that distribution may not be sufficient to distribute the full
amount to which each Class of Certificates is entitled if the purchase price is
based in part on the appraised value of any REO Property and the appraised value
is less than the Stated Principal Balance of the related Mortgage Loan.
THE TRUSTEE
Wells Fargo Bank Minnesota, National Association, a national banking
association, will act as Trustee under the Agreement. The Trustee will provide a
monthly statement to Certificateholders containing information regarding the
Certificates. The Trustee will make such statement available each month, to any
interested party, via the Trustee's website
and its fax-on-demand service. The Trustee's website can be accessed at
"http://www.ctslink.com," and its fax-on-demand service may be accessed by
calling (301) 815-6610. For the purpose of meeting the legal requirements of
some jurisdictions, the Servicer and the Trustee, acting jointly (or in some
instances, the Trustee, acting alone), will have the power to appoint
co-trustees or separate trustees if necessary to comply with the fiduciary
requirements imposed by any jurisdiction in which a Mortgaged Property is
located. In the event of an appointment, all rights, powers, duties and
obligations conferred or imposed upon the Trustee by the Agreement will be
conferred or imposed upon the Trustee and the co-trustee or separate trustee
jointly, or, in any jurisdiction where the Trustee is incompetent or unqualified
to perform some acts, singly upon the applicable
S-51
<PAGE> 52
co-trustee or separate trustee who shall exercise and perform those rights,
powers, duties and obligations solely at the direction of the Trustee.
The Trustee may resign at any time, in which event the Master Servicer will
be obligated to appoint a successor trustee. The Master Servicer may also remove
the Trustee if the Trustee ceases to be eligible to serve, becomes legally
unable to act, is adjudged insolvent or is placed in receivership or similar
proceedings. In those circumstances, the Master Servicer will be obligated to
appoint a successor trustee. However, any resignation or removal of the Trustee
and appointment of a successor trustee will not become effective until
acceptance of the appointment by the successor trustee.
The Trustee's Corporate Trust Office is located, for Certificate transfer
services, at Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479-0113, attention: Corporate Trust Services-Mellon Residential
Funding Corporation Mortgage Pass-Through Certificates, Series 2000-TBC3, and
for all other purposes at 11000 Broken Land Parkway, Columbia, Maryland
21044-3562, attention: Corporate Trust Services-Mortgage Pass-Through
Certificates, Series 2000-TBC3. Offered Certificates may be surrendered at the
Corporate Trust Office or at any other address as the Trustee may designate from
time to time. The Depositor, the Master Servicer, the Seller and their
respective affiliates may have other banking relationships with the Trustee and
its affiliates in the ordinary course of their business.
RESTRICTIONS ON TRANSFER OF THE CLASS A-R CERTIFICATES
The Class A-R Certificates will be subject to the restrictions on transfer
described in the prospectus under "Federal Income Tax Considerations--REMIC
Certificates--Tax-Related Restrictions on Transfers of Residual
Certificates--Disqualified Organizations," "--Noneconomic Residual Certificate"
and "--Foreign Investors." The Agreement provides that the Class A-R
Certificates, in addition to the Subordinated Certificates, may not be acquired
by an ERISA Plan. See "ERISA Considerations" in this prospectus supplement. Each
Class A-R Certificate will contain a legend describing the foregoing
restrictions.
YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS
GENERAL
The effective yields to the holders of the Offered Certificates, other than
the Class A-1 Certificates, will be lower than the yields otherwise produced by
the applicable rate at which interest is passed through to those holders and the
purchase price of such Certificates because monthly distributions will not be
payable to those holders until the 15th day or, if the 15th day is not a
business day, the following business day, of the month following the month in
which interest accrues on the Mortgage Loans, without any additional
distribution of interest or earnings thereon in respect of the delay.
Delinquencies on the Mortgage Loans which are not advanced by the Master
Servicer because amounts, if advanced, would be nonrecoverable, will adversely
affect the yield on the Senior Certificates and the Subordinated Certificates.
Because of the priority of
S-52
<PAGE> 53
distributions, shortfalls resulting from delinquencies not so advanced will be
borne first by the Subordinated Certificates in the reverse order of their
numerical Class designations, and then by the Senior Certificates. If, as a
result of these shortfalls, the aggregate of the Class Certificate Balances of
all Classes of Certificates exceeds the Pool Principal Balance plus any
remaining Pre-Funded Amount, the Class Certificate Balance of the Class of
Subordinated Certificates then outstanding with the highest numerical Class
designation will be reduced by the amount of the excess.
Net Interest Shortfalls will adversely affect the yields on the Senior
Certificates and the Subordinated Certificates. In addition, although all losses
initially will be borne by the Subordinated Certificates, in the reverse order
of their numerical Class designations, Excess Losses will be borne by all
Classes of Senior Certificates and the Subordinated Certificates in the manner
set forth in this prospectus supplement under "Description of the
Certificates--Allocation of Losses." As a result, the yields on the Offered
Certificates will depend on the rate and timing of Realized Losses, including
Excess Losses, on the Mortgage Loans. Excess Losses could occur at a time when
one or more Classes of Subordinated Certificates are still outstanding and
otherwise available to absorb other types of Realized Losses.
PREPAYMENT CONSIDERATIONS AND RISKS
The rate of principal payments on the Offered Certificates, the aggregate
amount of distributions on the Offered Certificates and the yields to maturity
of the Offered Certificates will be related to the rate and timing of payments
of principal on the Mortgage Loans. The rate of principal payments on the
Mortgage Loans will in turn be affected by the amortization schedules of the
Mortgage Loans and by the rate of principal prepayments, including for this
purpose prepayments resulting from refinancing, liquidations of the Mortgage
Loans due to defaults, casualties, condemnations and repurchases by the Seller
or the Master Servicer. The Mortgage Loans may be prepaid by the Mortgagors at
any time but may subject the Mortgagor to a prepayment penalty. The Mortgage
Loans are subject to the "due-on-sale" provisions included therein. See "The
Mortgage Pool" in this prospectus supplement.
Prepayments, liquidations and purchases of the Mortgage Loans, including
any purchase by the Seller of Converted Mortgage Loans, any purchase by the
Master Servicer of a defaulted or modified Mortgage Loan and any optional
repurchase of the remaining Mortgage Loans in connection with the termination of
the Trust Fund, in each case as described in this prospectus supplement, will
result in distributions on the Offered Certificates of principal amounts which
would otherwise be distributed over the remaining terms of the Mortgage Loans.
Since the rate of payment of principal on the Mortgage Loans will depend on
future events and a variety of other factors, no assurance can be given as to
such rate or the rate of principal prepayments. The extent to which the yield to
maturity of a Class of Offered Certificates may vary from the anticipated yield
will depend upon the degree to which such Offered Certificate is purchased at a
discount or premium, and the degree to which the timing of payments thereon is
sensitive to prepayments, liquidations and purchases of the Mortgage Loans.
Further, an investor should consider the risk that, in the case of any Offered
Certificates purchased at a discount, a slower than
S-53
<PAGE> 54
anticipated rate of principal payments, including prepayments, 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 the Notional Amount Certificates and any
other Offered Certificates purchased at a premium, a faster 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. Investors in the
Notional Amount Certificates should carefully consider the risk that a rapid
rate of principal prepayments on the Mortgage Loans could result in the failure
of such investors to recover their initial investments.
The rate of principal payments, including prepayments, on pools of mortgage
loans may vary significantly over time and may be influenced by a variety of
economic, geographic, social and other factors, including changes in mortgagors'
housing needs, job transfers, unemployment, mortgagors' net equity in the
mortgaged properties and servicing decisions. As is the case with fixed rate
mortgage loans, if prevailing interest rates were to fall significantly below
the Mortgage Rates on the Mortgage Loans, the Mortgage Loans could be subject to
higher prepayment rates than if prevailing interest rates were to remain at or
above the Mortgage Rates on the Mortgage Loans because the Mortgagors may seek
to "lock in" a lower interest rate. Conversely, if prevailing interest rates
were to rise significantly, the rate of prepayments on the Mortgage Loans would
generally be expected to decrease. The existence or absence of a Periodic Rate
Cap, and the levels of the Maximum Mortgage Rates and Minimum Mortgage Rates, if
any, on the Mortgage Loans also may affect the likelihood of prepayments in
either a rising or falling interest rate environment.
The unique features of the Mortgage Loans may affect the prepayment
experience. The interest-only feature of substantially all of the Mortgage Loans
may reduce the perceived benefits of refinancing to take advantage of lower
market rates of interest or to avoid adjustments in the Mortgage Rates. However,
as a Mortgage Loan nears the end of its interest-only period, the Mortgagor may
be more likely to refinance the Mortgage Loan, even if market rates are only
slightly less than the Mortgage Rate in order to avoid the increase in the
monthly payments to amortize the Mortgage Loan over its remaining life. The
conversion option may be more likely to be exercised when interest rates are
rising as the Mortgagors attempt to limit the upward adjustment of their
Mortgage Rates. If substantial numbers of Mortgagors were to exercise their
conversion options in such a rate environment and the Seller were to repurchase
the Converted Mortgage Loans, Certificateholders would receive substantial
prepayments at a time when such prepayments would typically not be expected. No
assurances can be given as to the rate of prepayments on the Mortgage Loans in
stable or changing interest rate environments.
The rate of prepayment will affect the Pass-Through Rates on the
Subordinated Certificates, and may also affect the Pass-Through Rates on the
Class A-1 and Class X Certificates. Prepayments of Mortgage Loans with Adjusted
Net Mortgage Rates in excess of the then-current Net WAC will reduce the
Pass-Through Rate on the Subordinated Certificates. Mortgage Loans with higher
Adjusted Net Mortgage Rates, and consequently higher Mortgage Rates, may prepay
at faster rates than Mortgage Loans with relatively lower Mortgage Rates in
response to a given change in market interest rates. Any such
S-54
<PAGE> 55
disproportionate rate of prepayments will adversely affect the Pass-Through Rate
on the Subordinated Certificates. In addition, the Net WAC on any Distribution
Date may be affected by the Maximum Mortgage Rates of the Mortgage Loans.
The Pass-Through Rate on the Class X Certificates will be affected by the
relationship between One-Month LIBOR, the Maximum Rate and the Net WAC. If the
Pass-Through Rate on the Class A-1 Certificates equals the Net WAC, the
Pass-Through Rate on the Class X Certificates will be zero.
The existence of multiple Loan Indices may affect the Pass-Through Rates.
There may be little or no correlation in changes in the levels of the various
Loan Indices. The levels of one or more of the Loan Indices could be rising
while the levels of one or more of the other Loan Indices are stable or falling.
Even if the levels move in the same direction, they may do so at different times
and at different rates. As a result, the Net WAC may be volatile even in the
absence of prepayments. In addition, the Adjustment Dates for the Initial
Mortgage Loans for which the Loan Index is the 6-month CD Rate or 6-month LIBOR
and the initial Adjustment Date for certain Initial Mortgage Loans for which the
Loan Index is 1-month LIBOR will occur less frequently than the Adjustment Dates
for the other Mortgage Loans and less frequently than the adjustment to the
Pass-Through Rates on the Offered Certificates.
The exercise of the Put Option by Certificateholders holding Certificates
of less than the amount necessary to permit the exercise of the Optional Call
may adversely affect the liquidity for the Certificates of the non-exercising
Certificateholders. Similarly, if the Standby Purchaser does not exercise its
Optional Call right when it is permitted to do so, the liquidity for the
Certificates of the remaining Certificateholders will likely be adversely
affected.
If the Seller is unable to originate a sufficient amount of Subsequent
Mortgage Loans for sale to the Trust Fund during the Pre-Funding Period, the
holders of the Class A-1 Certificates will receive a principal prepayment on the
first Distribution Date after the Pre-Funding Period. The ability of the Seller
to originate a sufficient amount of Subsequent Mortgage Loans will depend on
general business and economic conditions. Although we cannot assure you that
there will not be a substantial prepayment, the Seller expects to deliver a
sufficient amount of Subsequent Mortgage Loans during the Pre-Funding Period to
require the use of substantially all of the Pre-Funded Amount.
As described in this prospectus supplement under "Description of the
Certificates--Principal," the Senior Prepayment Percentage of all principal
prepayments on the Mortgage Loans will be distributed to the Classes of Senior
Certificates then entitled to receive principal distributions. This may result
in all or a disproportionate percentage of principal prepayments being
distributed to holders of certain Classes of Senior Certificates and none or
less than their pro rata share of principal prepayments being distributed to
holders of the Subordinated Certificates during the periods of time described in
the definition of "Senior Prepayment Percentage."
The timing of changes in the rate of prepayments on the Mortgage Loans may
significantly affect an investor's actual yield to maturity, even if the average
rate of principal
S-55
<PAGE> 56
payments is consistent with an investor's expectation. In general, the earlier a
prepayment of principal on the Mortgage Loans, the greater the effect on an
investor's yield to maturity. The effect on an investor's yield as a result 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 may not be offset by a subsequent like decrease or increase
in the rate of principal payments.
STRUCTURING ASSUMPTIONS
Unless otherwise specified, the information in the tables in this
prospectus supplement has been prepared on the basis of the following assumed
characteristics of the Mortgage Loans and the following additional assumptions
(collectively, the "Structuring Assumptions"):
1. the Mortgage Pool consists of Mortgage Loans with the following
characteristics:
<TABLE>
<CAPTION>
REMAINING
INTEREST ADJUSTED ORIGINAL REMAINING
ONLY NET TERM TERM MAXIMUM
PRINCIPAL PERIOD MORTGAGE MORTGAGE TO MATURITY TO MATURITY GROSS MORTGAGE
LOAN INDEX BALANCE($) (IN MONTHS) RATE(%) RATE(%) (IN MONTHS) (IN MONTHS) MARGIN(%) RATE(%)
---------- -------------- ----------- -------- -------- ----------- ----------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1-month CD Rate...... 61,705,544.30 78 8.38988 8.00588 360 318 1.88988 11.05180
1-month CD Rate...... 4,132,340.39 84 7.96401 7.58001 360 324 1.46401 10.82462
1-month LIBOR........ 155,252,715.96 118 7.78212 7.39812 360 358 1.19150 10.75000
Prime Rate........... 4,685,039.28 63 8.68290 8.29890 360 303 0.28748 11.56777
6-month CD Rate...... 558,507.07 69 8.90634 8.52234 360 309 2.50000 12.09388
6-month Fixed Rate/
1-month LIBOR....... 36,045,700.00 119 7.62845 7.24445 360 359 1.13926 10.75000
6-month LIBOR........ 117,678,313.83 76 8.44571 8.06171 360 317 1.99665 11.04859
1-month LIBOR*....... 70,000,000.00 120 7.78212 7.39812 360 360 1.19150 10.75000
1-month LIBOR*....... 30,000,000.00 120 7.78212 7.39812 360 360 1.19150 10.75000
<CAPTION>
MONTHS
TO NEXT
MORTGAGE RATE
RATE ADJUSTMENT FIRST PERIODIC
CHANGE FREQUENCY RATE RATE
LOAN INDEX DATE (IN MONTHS) CAP(%) CAP(%)
---------- -------- ----------- ------- --------
<S> <C> <C> <C> <C>
1-month CD Rate...... 1 1 N/A 0.25000
1-month CD Rate...... 1 1 N/A N/A
1-month LIBOR........ 1 1 N/A N/A
Prime Rate........... 1 1 N/A 0.25000
6-month CD Rate...... 3 6 2.00000 2.00000
6-month Fixed Rate/
1-month LIBOR....... 5 1 N/A N/A
6-month LIBOR........ 4 6 1.07134 1.00000
1-month LIBOR*....... 1 1 N/A N/A
1-month LIBOR*....... 1 1 N/A N/A
</TABLE>
---------------
*Consists of the Subsequent Mortgage Loans
2. the Mortgage Loans prepay at the specified constant prepayment
percentages,
3. no defaults in the payment by the Mortgagors of principal of and
interest on the Mortgage Loans are experienced,
4. scheduled payments on the Mortgage Loans are received on the first
day of each month commencing in the calendar month following the
Closing Date and are computed prior to giving effect to prepayments
received on the last day of the prior month,
5. prepayments are allocated as described in this prospectus
supplement without giving effect to loss and delinquency tests,
6. there are no Net Interest Shortfalls and prepayments represent
prepayments in full of the Mortgage Loans and are received on the
last day of each month, commencing in the calendar month of the
Closing Date,
7. the scheduled monthly payments for the Mortgage Loans have been
calculated based on the assumed mortgage loan characteristics
described in item 1. above such that the Mortgage Loans will
amortize in amounts sufficient to
S-56
<PAGE> 57
repay the principal balances of such assumed mortgage loans by
their remaining terms to maturity,
8. the initial Class Certificate Balance or Notional Amount of each
Class of Certificates is as set forth on the cover page hereof and
under "Summary of Terms--Other Certificates" in this prospectus
supplement,
9. interest accrues on each Class of Certificates at the applicable
interest rate described in this prospectus supplement,
10. distributions in respect of the Certificates are received in cash
on the 15th day of each month commencing in the calendar month
following the Closing Date,
11. the closing date of the sale of the Offered Certificates is August
15, 2000,
12. the Seller is not required to repurchase or substitute for any
Mortgage Loan,
13. the Put Option is not exercised by any Certificateholder,
14. the level of One-Month LIBOR remains constant at 6.61750% per
annum, and the level of each Loan Index remains constant at the
level specified below:
<TABLE>
<CAPTION>
LOAN INDEX
----------
<S> <C>
Prime Rate 9.50000%
6-month CD Rate 6.80000%
6-month LIBOR 6.84000%
1-month LIBOR 6.61750%
1-month CD Rate 6.53000%
</TABLE>
15. approximately 70% of the Pre-Funded Amount is used to purchase
Subsequent Mortgage Loans on September 15, 2000 and the remainder
is used to purchase Subsequent Mortgage Loans on October 13, 2000,
16. any interest shortfalls due to the pre-funding feature are covered
by amounts in the Capitalized Interest Account,
17. the Master Servicer does not exercise any option to repurchase the
Mortgage Loans described in this prospectus supplement under
"Description of the Certificates--Optional Purchase of Defaulted
Loans" and "Description of the Certificates--Optional Termination",
and
18. no Class of Subordinated Certificates becomes a Restricted Class.
While it is assumed that the Mortgage Loans prepay at the specified
Constant Prepayment Rates, this is not likely to be the case. Moreover,
discrepancies will exist between the characteristics of the actual Mortgage
Loans which will be delivered to the Trustee and characteristics of the Mortgage
Loans assumed in preparing the tables in this prospectus supplement.
Prepayments of mortgage loans commonly are measured relative to a
prepayment standard or model. The model used in this prospectus supplement
("Constant Prepayment Rate" or "CPR") represents an assumed rate of prepayment
each month of the then outstanding principal balance of a pool of new mortgage
loans. The Constant Prepayment
S-57
<PAGE> 58
Rate does not purport to be either an historical description of the prepayment
experience of any pool of mortgage loans or a prediction of the anticipated rate
of prepayment of any pool of mortgage loans, including the Mortgage Loans. 20%
CPR assumes a constant prepayment rate of 20% per annum of the then unpaid
principal balance of such pool of mortgage loans for the life of such mortgage
loans. 0% CPR assumes no prepayments. There is no assurance that prepayments
will occur at any Constant Prepayment Rate or at any other constant rate.
SENSITIVITY OF CLASS X CERTIFICATES
The table below indicates the sensitivity of the pre-tax corporate bond
equivalent yields to maturity of the Class X Certificates to various Constant
Prepayment Rates. The yields set forth in the table were calculated by
determining the monthly discount rates that, when applied to the assumed stream
of cash flows to be paid on the Class X Certificates, would cause the discounted
present value of such assumed stream of cash flows to equal the assumed purchase
price of such Class and converting such monthly rates to corporate bond
equivalent rates. Such calculations do not take into account variations that may
occur in the interest rates at which investors may be able to reinvest funds
received by them as distributions on the Class X Certificates and consequently
do not purport to reflect the return on any investment in the Class X
Certificates when such reinvestment rates are considered.
The information set forth in the following table has been prepared on the
basis of the Structuring Assumptions and on the assumption that the purchase
prices (expressed as percentages of the Notional Amount) of the Class X
Certificates are as set forth in the table below:
SENSITIVITY OF THE CLASS X CERTIFICATES TO PREPAYMENTS
PRE-TAX YIELD TO MATURITY(%)
<TABLE>
<CAPTION>
PERCENTAGE OF CPR
-----------------------------------------
PRICE (%)* 0% 10% 20% 30% 40%
---------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
0.75000.............................. 118.7 103.3 86.8 69.0 49.2
0.87500.............................. 98.4 83.8 68.1 51.1 32.1
1.00000.............................. 83.7 69.6 54.6 38.0 19.5
1.12500.............................. 72.6 59.0 44.3 28.1 9.8
1.25000.............................. 63.9 50.6 36.3 20.3 2.2
1.37500.............................. 57.0 44.0 29.9 14.0 (4.1)
1.50000.............................. 51.3 38.6 24.7 8.8 (9.3)
1.62500.............................. 46.6 34.1 20.3 4.5 (13.7)
1.75000.............................. 42.7 30.3 16.6 0.7 (17.5)
</TABLE>
---------------------
* The price shown does not include accrued interest. Accrued interest has been
added to such price in calculating the yields set forth in the table above.
Investors in the Class X Certificates should note that if the Pass-Through
Rate on the Class A-1 Certificates is calculated on the basis of the Net WAC,
the Pass-Through Rate on the Class X Certificates will be 0%. In addition, the
Structuring Assumptions assume
S-58
<PAGE> 59
that the values of One-Month LIBOR and of each Loan Index remain constant at the
same value. Increases in One-Month LIBOR without simultaneous and equal
increases in each Loan Index will adversely affect the yields shown in the table
above.
It is highly unlikely that:
- One-Month LIBOR or any Loan Index will remain at the level assumed,
- all of the Mortgage Loans will have the characteristics assumed,
- all of the Mortgage Loans will prepay at any constant rate until maturity
or
- all of the Mortgage Loans will prepay at the same rate or time
As a result of these factors, the pre-tax yield on the Class X Certificates
is likely to differ from those shown in the table above, even if all the
Mortgage Loans prepay at the indicated percentages of CPR. No representation is
made as to the level of One-Month LIBOR or any Loan Index, or the actual rate of
principal payments on the Mortgage Loans for any period or over the lives of the
Class X Certificates. Investors must make their own decisions as to the
appropriate prepayment assumptions to be used in deciding whether to purchase
the Class X Certificates.
ADDITIONAL INFORMATION
The Depositor intends to file certain additional yield tables and other
computational materials with respect to one or more Classes of Offered
Certificates with the Commission in a report on Form 8-K. Such tables and
materials were prepared by one or more of the Underwriters at the request of
certain prospective investors, based on assumptions provided by, and satisfying
the special requirements of, such prospective investors. Such tables and
assumptions may be based on assumptions that differ from the Structuring
Assumptions. Accordingly, such tables and other materials may not be relevant to
or appropriate for investors other than those specifically requesting them.
WEIGHTED AVERAGE LIVES OF THE OFFERED CERTIFICATES
The weighted average life of an Offered Certificate is determined by
(a) multiplying the amount of the reduction, if any, of the Class
Certificate Balance of such Certificate on each Distribution Date by the
number of years from the date of issuance to such Distribution Date,
(b) summing the results and
(c) dividing the sum by the aggregate amount of the reductions in Class
Certificate Balance of the Certificate referred to in clause (a).
For a discussion of the factors which may influence the rate of payments
including prepayments of the Mortgage Loans, see "--Prepayment Considerations
and Risks" in this prospectus supplement and "Yield and Prepayment
Considerations" in the prospectus.
In general, the weighted average lives of the Offered Certificates will be
shortened if the level of prepayments of principal of the Mortgage Loans
increases. However, the
S-59
<PAGE> 60
weighted average lives of the Offered Certificates will depend upon a variety of
other factors, including the timing of changes in such rate of principal
payments and the priority sequence of distributions of principal of the Classes
of Certificates. See "Description of the Certificates--Principal" in this
prospectus supplement.
The interaction of the foregoing factors may have different effects on
various Classes of Offered Certificates and the effects on any Class may vary at
different times during the life of such Class. Accordingly, no assurance can be
given as to the weighted average life of any Class of Offered Certificates.
Further, to the extent the prices of the Offered Certificates represent
discounts or premiums to their respective original Class Certificate Balances,
variability in the weighted average lives of such Classes of Offered
Certificates will result in variability in the related yields to maturity.
DECREMENT TABLES
The following tables indicate the percentages of the initial Class
Certificate Balances of the Classes of Offered Certificates, other than the
Class X Certificates, that would be outstanding after each of the dates shown at
various constant prepayment percentages and the corresponding weighted average
lives of such Classes. The tables have been prepared on the basis of the
Structuring Assumptions. It is not likely that
-- all of the Mortgage Loans will have the characteristics assumed,
-- all of the Mortgage Loans will prepay at the constant prepayment
percentages specified in the tables or at any constant prepayment
percentages or
-- all of the Mortgage Loans will prepay at the same rate.
Moreover, the diverse remaining terms to maturity of the Mortgage Loans could
produce slower or faster principal distributions than indicated in the tables at
the specified constant prepayment percentages, even if the weighted average
remaining term to maturity of the Mortgage Loans is consistent with the
remaining terms to maturity of the Mortgage Loans specified in the Structuring
Assumptions.
S-60
<PAGE> 61
PERCENT OF INITIAL CLASS CERTIFICATE BALANCES OUTSTANDING*
<TABLE>
<CAPTION>
CLASS A-1
PERCENTAGE OF CPR
-------------------------------------
DISTRIBUTION DATE 0% 10% 20% 30% 40%
----------------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Initial Percent........................................... 100 100 100 100 100
August 2001............................................... 100 90 80 70 59
August 2002............................................... 100 81 63 48 34
August 2003............................................... 100 72 50 33 19
August 2004............................................... 100 65 39 22 10
August 2005............................................... 100 58 31 14 5
August 2006............................................... 100 52 24 9 2
August 2007............................................... 100 46 19 5 0
August 2008............................................... 99 41 14 3 0
August 2009............................................... 98 36 11 1 0
August 2010............................................... 97 32 8 0 0
August 2011............................................... 94 28 6 0 0
August 2012............................................... 92 24 4 0 0
August 2013............................................... 89 21 3 0 0
August 2014............................................... 86 18 2 0 0
August 2015............................................... 83 16 2 0 0
August 2016............................................... 79 14 1 0 0
August 2017............................................... 75 12 1 0 0
August 2018............................................... 71 10 1 0 0
August 2019............................................... 67 8 1 0 0
August 2020............................................... 62 7 0 0 0
August 2021............................................... 56 6 0 0 0
August 2022............................................... 51 5 0 0 0
August 2023............................................... 44 4 0 0 0
August 2024............................................... 37 3 0 0 0
August 2025............................................... 30 2 0 0 0
August 2026............................................... 22 1 0 0 0
August 2027............................................... 16 1 0 0 0
August 2028............................................... 11 1 0 0 0
August 2029............................................... 5 0 0 0 0
August 2030............................................... 0 0 0 0 0
Weighted Average Life (in years)(1)**..................... 21.18 8.04 4.12 2.56 1.81
Weighted Average Life (in years)(2)**..................... 2.00 1.81 1.62 1.45 1.27
</TABLE>
---------------
* Rounded to the nearest whole percentage.
** Determined as specified under "Weighted Average Lives of the Offered
Certificates" in this prospectus supplement.
(1) Assumes no exercise of the Put Option, the Optional Call or any Optional
Termination.
(2) Assumes Optional Call.
S-61
<PAGE> 62
PERCENT OF INITIAL CLASS CERTIFICATE BALANCES OUTSTANDING* (CONTINUED)
<TABLE>
<CAPTION>
CLASS A-R CLASS B-1, CLASS B-2 AND CLASS B-3
PERCENTAGE OF CPR PERCENTAGE OF CPR
----------------------------------------- -----------------------------------------
DISTRIBUTION DATE 0% 10% 20% 30% 40% 0% 10% 20% 30% 40%
----------------- ----- ------ ------ ------ ------ ----- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial Percent........ 100 100 100 100 100 100 100 100 100 100
August 2001............ 100 0 0 0 0 100 100 100 100 100
August 2002............ 100 0 0 0 0 100 100 100 100 100
August 2003............ 100 0 0 0 0 100 100 100 100 100
August 2004............ 100 0 0 0 0 100 100 100 100 100
August 2005............ 100 0 0 0 0 100 100 100 100 100
August 2006............ 0 0 0 0 0 100 100 100 100 100
August 2007............ 0 0 0 0 0 100 100 100 100 94
August 2008............ 0 0 0 0 0 100 100 100 100 56
August 2009............ 0 0 0 0 0 100 100 100 100 33
August 2010............ 0 0 0 0 0 100 100 100 92 20
August 2011............ 0 0 0 0 0 98 95 91 63 12
August 2012............ 0 0 0 0 0 95 88 81 43 7
August 2013............ 0 0 0 0 0 92 80 69 29 4
August 2014............ 0 0 0 0 0 89 71 56 20 2
August 2015............ 0 0 0 0 0 86 62 43 13 1
August 2016............ 0 0 0 0 0 82 53 33 9 1
August 2017............ 0 0 0 0 0 78 46 25 6 0
August 2018............ 0 0 0 0 0 74 39 19 4 0
August 2019............ 0 0 0 0 0 69 33 14 3 0
August 2020............ 0 0 0 0 0 64 27 10 2 0
August 2021............ 0 0 0 0 0 58 22 8 1 0
August 2022............ 0 0 0 0 0 52 18 6 1 0
August 2023............ 0 0 0 0 0 46 14 4 0 0
August 2024............ 0 0 0 0 0 39 11 3 0 0
August 2025............ 0 0 0 0 0 31 8 2 0 0
August 2026............ 0 0 0 0 0 23 5 1 0 0
August 2027............ 0 0 0 0 0 16 3 1 0 0
August 2028............ 0 0 0 0 0 11 2 0 0 0
August 2029............ 0 0 0 0 0 6 1 0 0 0
August 2030............ 0 0 0 0 0 0 0 0 0 0
Weighted Average Life
(in years)(1)**...... 5.33 0.08 0.08 0.08 0.08 21.62 17.32 15.18 12.39 8.83
Weighted Average Life
(in years)(2)**...... 2.00 0.08 0.08 0.08 0.08 2.00 2.00 2.00 2.00 2.00
</TABLE>
---------------
* Rounded to the nearest whole percentage.
** Determined as specified under "Weighted Average Lives of the Offered
Certificates" in this prospectus supplement.
(1) Assumes no exercise of the Put Option, the Optional Call or any Optional
Termination.
(2) Assumes Optional Call.
LAST SCHEDULED DISTRIBUTION DATE
The Last Scheduled Distribution Date for each Class of Offered Certificates
is the Distribution Date in December 2030 which is the Distribution Date in the
fifth month following the month of the latest scheduled maturity date for any of
the Initial Mortgage Loans. Since the rate of distributions in reduction of the
Class Certificate Balance of each Class of Offered Certificates will depend on
the rate of payment, including prepayments, of the Mortgage Loans, the Class
Certificate Balance of any such Class could be reduced to zero significantly
earlier or later than the Last Scheduled Distribution Date. The rate of payments
on the Mortgage Loans will depend on their particular characteristics, as well
as on prevailing interest rates from time to time and other economic factors,
and no assurance
S-62
<PAGE> 63
can be given as to the actual payment experience of the Mortgage Loans. See
"--Prepayment Considerations and Risks" and "--Weighted Average Lives of the
Offered Certificates" in this prospectus supplement and "Yield and Prepayment
Considerations" in the prospectus.
THE SUBORDINATED CERTIFICATES
The weighted average lives of, and the yields to maturity on, the
Subordinated Certificates, in increasing order of their numerical Class
designations, will be progressively more sensitive to the rate and timing of
Mortgagor defaults and the severity of ensuing losses on the Mortgage Loans. If
the actual rate and severity of losses on the Mortgage Loans is higher than
those assumed by a holder of a Subordinated Certificate, the actual yield to
maturity of that Certificate may be lower than the yield expected by the holder
based on such assumption. The timing of losses on the Mortgage Loans will also
affect an investor's actual yield to maturity, even if the rate of defaults and
severity of losses over the life of the Mortgage Pool are consistent with an
investor's expectations. In general, the earlier a loss occurs, the greater the
effect on an investor's yield to maturity. Realized Losses on the Mortgage Loans
will reduce the Class Certificate Balances of the applicable Class of
Subordinated Certificates to the extent of any losses allocated thereto (as
described under "Description of the Certificates--Allocation of Losses"),
without the receipt of cash attributable to such reduction. In addition,
shortfalls in cash available for distributions on the Subordinated Certificates
will result in a reduction in the Class Certificate Balance of the Class of
Subordinated Certificates then outstanding with the highest numerical Class
designation if and to the extent that the aggregate of the Class Certificate
Balances of all Classes of Certificates, following all distributions and the
allocation of Realized Losses on a Distribution Date, exceeds the Pool Principal
Balance as of the Due Date occurring in the month of such Distribution Date plus
the amounts, if any, in the Pre-Funding Account. As a result of these
reductions, less interest will accrue on such Class of Subordinated Certificates
than otherwise would be the case. The yields to maturity of the Subordinated
Certificates will also be affected by the disproportionate allocation of
principal prepayments to the Senior Certificates, Net Interest Shortfalls and
other cash shortfalls in Available Funds.
If on any Distribution Date the Applicable Credit Support Percentage for
any Class of Subordinated Certificates is less than its Original Applicable
Credit Support Percentage, all partial principal prepayments and principal
prepayments in full available for distribution on the Subordinated Certificates
will be allocated solely to all other Classes of Subordinated Certificates with
lower numerical designations, thereby accelerating the amortization thereof
relative to that of the Restricted Classes and reducing the weighted average
lives of such Classes of Subordinated Certificates receiving such distributions.
Accelerating the amortization of the Classes of Subordinated Certificates with
lower numerical Class designations relative to the other Classes of Subordinated
Certificates is intended to preserve the availability of the subordination
provided by such other Classes.
S-63
<PAGE> 64
CREDIT ENHANCEMENT
SUBORDINATION OF CERTAIN CLASSES
The rights of the holders of the Subordinated Certificates to receive
distributions with respect to the Mortgage Loans will be subordinated to such
rights of the holders of the Senior Certificates, and the rights of the holders
of each Class of Subordinated Certificates (other than the Class B-l
Certificates) to receive such distributions will be further subordinated to such
rights of the holders of the Class or Classes of Subordinated Certificates with
lower numerical Class designations, in each case only to the extent described in
this prospectus supplement. The subordination of the Subordinated Certificates
to the Senior Certificates and the further subordination within the Subordinated
Certificates is intended to provide holders of Certificates with a higher
relative payment priority protection against Realized Losses other than Excess
Losses. In addition, the Subordinated Certificates will provide limited
protection against Special Hazard Losses, Bankruptcy Losses and Fraud Losses up
to the applicable Special Hazard Loss Coverage Amount, Bankruptcy Loss Coverage
Amount and Fraud Loss Coverage Amount, respectively, as described below.
The Subordinated Certificates will provide protection to the Classes of
Certificates of higher relative priority against
-- Special Hazard Losses in an initial amount expected to be up to
approximately $6,638,770 (the "Special Hazard Loss Coverage Amount"),
-- Bankruptcy Losses in an initial amount expected to be up to
approximately $100,000 (the "Bankruptcy Loss Coverage Amount") and
-- Fraud Losses in an initial amount expected to be up to approximately
$3,800,582 (the "Fraud Loss Coverage Amount").
The Special Hazard Loss Coverage Amount will be reduced, from time to time,
to be an amount equal on any Distribution Date to the lesser of
(a) the greatest of
(1) 1% of the aggregate of the principal balances of the Mortgage
Loans,
(2) approximately twice the principal balance of the largest
Mortgage Loan and
(3) the aggregate principal balances of the Mortgage Loans secured
by Mortgaged Properties located in the single California
postal zip code area having the highest aggregate principal
balance of any such zip code area and
(b) the Special Hazard Loss Coverage Amount as of the Closing Date less
the amount, if any, of losses attributable to Special Hazard
Mortgage Loans incurred since the Closing Date.
All principal balances for the purpose of this definition will be
calculated as of the first day of the month preceding such Distribution Date
after giving effect to scheduled installments of principal and interest on the
Mortgage Loans then due, whether or not paid.
S-64
<PAGE> 65
The Fraud Loss Coverage Amount will be reduced, from time to time, by the
amount of Fraud Losses allocated to the Certificates. In addition, on each
anniversary of the initial Cut-off Date, the Fraud Loss Coverage Amount will be
reduced as follows:
1. on the first, second, third and fourth anniversaries of the initial
Cut-off Date, to an amount equal to the lesser of
a. 1.00% of the then current Pool Principal Balance in the case of the
first anniversary and 0.50% of the then current Pool Principal
Balance in the case of the second, third and fourth anniversaries and
b. the excess of the Fraud Loss Coverage Amount as of the preceding
anniversary of the initial Cut-off Date (or, in the case of the first
anniversary, as of the initial Cut-off Date) over the cumulative
amount of Fraud Losses allocated to the Certificates since such
preceding anniversary or the initial Cut-off Date, as the case may
be, and
2. on the fifth anniversary of the initial Cut-off Date, to zero.
The Bankruptcy Loss Coverage Amount will be reduced, from time to time, by
the amount of Bankruptcy Losses allocated to the Certificates.
The amount of coverage provided by the Subordinated Certificates for
Special Hazard Losses, Bankruptcy Losses and Fraud Losses may be cancelled or
reduced from time to time for each of the risks covered, provided that the then
current ratings of the Certificates assigned by the Rating Agencies are not
adversely affected thereby. In addition, a reserve fund or other form of credit
enhancement may be substituted for the protection provided by the Subordinated
Certificates for Special Hazard Losses, Bankruptcy Losses and Fraud Losses.
A "Deficient Valuation" is a bankruptcy proceeding whereby the bankruptcy
court may establish the value of the Mortgaged Property at an amount less than
the then outstanding principal balance of the Mortgage Loan secured by such
Mortgaged Property or may reduce the outstanding principal balance of a Mortgage
Loan. In the case of a reduction in the value of the related Mortgaged Property,
the amount of the secured debt could be reduced to such value, and the holder of
such Mortgage Loan thus would become an unsecured creditor to the extent the
outstanding principal balance of such Mortgage Loan exceeds the value so
assigned to the Mortgaged Property by the bankruptcy court. In addition, certain
other modifications of the terms of a Mortgage Loan can result from a bankruptcy
proceeding, including the reduction (a "Debt Service Reduction") of the amount
of the monthly payment on the related Mortgage Loan. Notwithstanding the
foregoing, no such occurrence shall be considered a Debt Service Reduction or
Deficient Valuation so long as the Master Servicer is pursuing any other
remedies that may be available with respect to the related Mortgage Loan and (a)
such Mortgage Loan is not in default with respect to payment due thereunder or
(b) scheduled monthly payments of principal and interest are being advanced
without giving effect to any Debt Service Reduction or Deficient Valuation.
S-65
<PAGE> 66
USE OF PROCEEDS
The Depositor will apply the net proceeds of the sale of the Certificates
against the purchase price of the Mortgage Loans.
FEDERAL INCOME TAX CONSIDERATIONS
For federal income tax purposes, separate elections will be made to treat
specified portions of the assets of the Trust Fund (excluding the Capitalized
Interest and Pre-Funding Accounts) as a REMIC, creating a tiered-REMIC
structure. In the opinion of Stroock & Stroock & Lavan LLP, special federal tax
counsel for the Depositor, assuming that timely REMIC elections are made and
ongoing compliance with the Agreement, the Regular Certificates (exclusive of
the Put Option and rights associated therewith) will constitute regular
interests in a REMIC (the "REMIC Regular Interests"), and the Residual
Certificates will evidence the sole class of "residual interest," in each REMIC.
The beneficial owners of the Regular Certificates (other than the Class X
Certificates) will be treated for tax purposes as owning two separate assets:
(a) the Regular Certificates without the related Put Option (which constitute
regular interests in a REMIC) and (b) the related Put Option. Accordingly, a
purchaser of a Regular Certificate must allocate its purchase price between the
two assets comprising the applicable Certificate. In general, the allocation
would be based on the relative fair market values of such assets on the date of
purchase of the Certificates. No representation is or will be made as to the
relative fair market values and all holders of Regular Certificates should
consult their tax advisors concerning the determination of such fair market
values. Generally, the holder may not deduct a loss for the portion of the
purchase price allocable to the Put Option until the option expires.
Furthermore, the allocation of the purchase price to the Put Option may cause
some Regular Certificates to be issued with more original issue discount (or
more than de minimis original issue discount) or less premium.
The Put Option will not constitute
(a) a "real estate asset" within the meaning of section 856(c)(4)(A) of the
Internal Revenue Code for a real estate investment trust;
(b) a "qualified mortgage" or a "permitted investment" within the meaning
of section 860G(a)(3) and section 860G(a)(5), respectively, of the
Internal Revenue Code if held by a REMIC; or
(c) an asset described in section 7701(a)(19)(C)(xi) of the Internal
Revenue Code if held by a domestic building and loan association.
The REMIC Regular Interests generally will be treated as debt instruments
issued by a REMIC for federal income tax purposes. Income on the REMIC Regular
Interests must be reported under an accrual method of accounting.
The Class X Certificates will, and the remaining Classes of REMIC Regular
Interests may be treated as having been issued with OID for federal income tax
purposes. For purposes of determining the amount and rate of accrual of OID and
market discount, the Trust Fund intends to assume that there will be prepayments
on the Mortgage Loans at a
S-66
<PAGE> 67
rate equal to 20% CPR. No representation is made as to whether the Mortgage
Loans will prepay at the foregoing rate or any other rate. See "Yield,
Prepayment and Maturity Considerations" in this prospectus supplement and
"Federal Income Tax Considerations" in the prospectus. Although unclear, a
holder of a Class X Certificate may be entitled to deduct a loss to the extent
that the remaining basis in the Regular Certificate exceeds the maximum amount
of future payments to which such Certificateholder would be entitled if there
were no further prepayments of the Mortgage Loans. Computing accruals of OID in
the manner described in the prospectus may (depending on the actual rate of
prepayments during the accrual period) result in the accrual of negative amounts
of OID on the Certificates issued with OID in an accrual period. Holders may be
entitled to offset negative accruals of OID against future (or possibly past)
OID accrual on such Certificates.
If the holders of any REMIC Regular Interests are treated as holding such
REMIC Regular Interests at a premium, such holders should consult their tax
advisors regarding the election to amortize bond premium and the method to be
employed.
The holders of the Residual Certificates must include the taxable income of
each REMIC in their federal taxable income. The resulting tax liability of the
holders may exceed cash distributions to such holders during certain periods.
All or a portion of the taxable income from a Residual Certificate recognized by
a holder may be treated as "excess inclusion" income, which is subject to U.S.
federal income tax even if the holder has other losses (including net operating
loss carryovers).
Also, purchasers of a Residual Certificate should consider carefully the
tax consequences of an investment in Residual Certificates discussed in the
prospectus and should consult their own tax advisors with respect to those
consequences. See "Federal Income Tax Considerations--REMIC Certificates--b.
Residual Certificates" in the prospectus. Specifically, prospective holders of
Residual Certificates should consult their tax advisors regarding whether, at
the time of acquisition or transfer, a Residual Certificate will be treated as a
"noneconomic" residual interest, a "non-significant value" residual interest and
a "tax avoidance potential" residual interest. See "Federal Income Tax
Considerations--Tax-Related Restrictions on Transfer of Residual
Certificates--Noneconomic Residual Certificate," "Federal Income Tax
Considerations--b. Residual Certificates--Excess Inclusions" and "Federal Income
Tax Considerations--Tax-Related Restrictions on Transfers of Residual
Certificates--Foreign Investors" in the prospectus. Additionally, for
information regarding Prohibited Transactions and Treatment of Realized Losses,
see "Federal Income Tax Considerations--Prohibited Transactions and Other Taxes"
and "--REMIC Certificates--a. Regular Certificates--Treatment of Realized
Losses" in the prospectus.
In addition, all purchasers of the Offered Certificates should note that
the effective date of the "Final Withholding Regulations" discussed in the
prospectus has been extended such that they generally will apply only with
respect to payments made after December 31, 2000. See "Federal Income Tax
Considerations" in the prospectus.
Proposed Treasury regulations issued on February 4, 2000 (the "New Proposed
Regulations") would modify the safe harbor which, if satisfied, provides that
transfers of noneconomic residual interests will not be disregarded for U.S.
federal income tax purposes. Under the New Proposed Regulations, a transfer of a
noneconomic residual interest will
S-67
<PAGE> 68
not qualify under the safe harbor unless the present value of the anticipated
tax liabilities associated with holding the residual interest does not exceed
the sum of the present values of:
-- any consideration given to the transferee to acquire the interest;
-- the expected future distributions on the interest; and
-- any anticipated tax savings associated with holding the interest as
the REMIC generates losses.
For purposes of this calculation, the present values generally are calculated
using a discount rate equal to the applicable federal rate. The New Proposed
Regulations indicate that the effective date for the modification to the safe
harbor if finalized will be February 4, 2000. See "Federal Income Tax
Considerations" in the prospectus.
ERISA CONSIDERATIONS
Any plan fiduciary which proposes to cause a Plan (as defined below) to
acquire any of the Offered Certificates should consult with its counsel with
respect to the potential consequences under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and/or the Code, of the Plan's
acquisition and ownership of such Certificates. See "ERISA Considerations" in
the Prospectus. Section 406 of ERISA prohibits "parties in interest" with
respect to an employee benefit plan subject to ERISA and/or the excise tax
provisions set forth under Section 4975 of the Code (a "Plan") from engaging in
certain transactions involving such Plan and its assets unless a statutory or
administrative exemption applies to the transaction. Section 4975 of the Code
imposes certain excise taxes on prohibited transactions involving Plans and
other arrangements (including, but not limited to, individual retirement
accounts) described under that Section; ERISA authorizes the imposition of civil
penalties for prohibited transactions involving Plans not subject to the
requirements of Section 4975 of the Code. Certain employee benefit plans,
including governmental plans and certain church plans, are not subject to
ERISA's requirements. Accordingly, assets of such plans may be invested in the
Offered Certificates without regard to the ERISA considerations described herein
and in the Prospectus, subject to the provisions of other applicable federal and
state law. Any such plan that is qualified and exempt from taxation under
Sections 401(a) and 501(a) of the Code may nonetheless be subject to the
prohibited transaction rules set forth in Section 503 of the Code.
Except as noted above, investments by Plans are subject to ERISA's general
fiduciary requirements, including the requirement of investment prudence and
diversification and the requirement that a Plan's investments be made in
accordance with the documents governing the Plan. A fiduciary that decides to
invest the assets of a Plan in the Offered Certificates should consider, among
other factors, the extreme sensitivity of the investment to the rate of
principal payments (including prepayments) on the Mortgage Loans.
The U.S. Department of Labor has granted an individual administrative
exemption to Greenwich Capital Markets, Inc. (Prohibited Transaction Exemption
90-59 (the "Exemption")), from certain of the prohibited transaction rules of
ERISA and the related excise
S-68
<PAGE> 69
tax provisions of Section 4975 of the Code with respect to the initial purchase,
the holding and the subsequent resale by Plans of certificates in pass-through
trusts that consist of certain receivables, loans and other obligations that
meet the conditions and requirements of the Exemption. The Exemption applies to
mortgage loans such as the Mortgage Loans in the Trust Fund.
For a general description of the Exemption and the conditions that must be
satisfied for the Exemption to apply, See "ERISA Considerations" in the
prospectus.
It is expected that the Exemption will apply to the acquisition and holding
by Plans of the Senior Certificates (other than the Class A-R Certificates) and
that all conditions of the Exemption other than those within the control of the
investors will be met. In addition, as of the date hereof, there is no single
Mortgagor that is the obligor on five percent (5%) of the Mortgage Loans
included in the Trust Fund by aggregate unamortized principal balance of the
assets of the Trust Fund.
On July 21, 1997, the U.S. Department of Labor published in the Federal
Register an amendment to the exemption which extends exemptive relief to
particular mortgage-backed and asset-backed securities transactions using
pre-funding accounts for trusts issuing pass-through certificates. With respect
to the Offered Certificates, the amendment generally allows a portion of the
Mortgage Loans supporting payments to Certificateholders and having a principal
amount equal to no more than 25% of the total principal amount of the
Certificates to be transferred within the Pre-Funding Period, instead of
requiring that all the loans be either identified or transferred on or before
the Closing Date, provided that the following conditions are met:
(1) The ratio of the amount allocated to the Pre-Funding Account to the
total principal amount of the certificates being offered ("the Pre-Funding
Limit") must not exceed twenty-five percent (25%).
(2) All loans transferred after the closing date (the "Additional
Loans") must meet the same terms and conditions for eligibility as the
original loans used to create the Trust Fund, which terms and conditions
have been approved by the Rating Agencies.
(3) The transfer of the additional loans to the Trust Fund during the
Pre-Funding Period must not result in the certificates receiving a lower
credit rating from the Rating Agencies upon termination of the Pre-Funding
Period than the rating that was obtained at the time of the initial
issuance of the certificates by the Trust Fund.
(4) Solely as a result of the use of pre-funding, the average annual
percentage interest rate for all of the Mortgage Loans in the Trust Fund at
the end of the Pre-Funding Period must not be more than 100 basis points
lower than the average interest rate for the Mortgage Loans which were
transferred to the Trust Fund on the Closing Date.
(5) Either: (a) the characteristics of the additional loans must be
monitored by an insurer or other credit support provider which is
independent of the Seller, or (b) an independent accountant retained by the
Seller must provide the Seller with a
S-69
<PAGE> 70
letter, with copies provided to the Rating Agencies, the Underwriters and
the Trustee, stating whether or not the characteristics of the additional
loans conform to the characteristics described in the Prospectus,
Prospectus Supplement, Private Placement Memorandum (the "Offering
Documents"), and/or Pooling and Servicing Agreement. In preparing the
letter, the independent accountant must use the same type of procedures as
were applicable to the Mortgage Loans which were transferred as of the
Closing Date.
(6) The Pre-Funding Period must end no later than three months or 90
days after the Closing Date or earlier, in some circumstances, if the
amount on deposit in the Pre-Funding Account is reduced below the minimum
level specified in the Pooling and Servicing Agreement or an event of
default occurs under the Pooling and Servicing Agreement.
(7) Amounts transferred to any Pre-Funding Account and/or Capitalized
Interest Account used in connection with the Pre-Funding may be invested
only in investments which are permitted by the Rating Agencies and (a) are
direct obligations of, or obligations fully guaranteed as to timely payment
of principal and interest by, the United States or any agency or
instrumentality of the United States, provided that the obligations are
backed by the full faith and credit of the United States; or (b) have been
rated, or the obligor has been rated, in one of the three highest generic
rating categories by the Rating Agencies, referred to as permitted
investments.
(8) The Offering Documents must describe:
(a) any Pre-Funding Account and/or Capitalized Interest Account
used in connection with a Pre-Funding Account;
(b) the duration of the Pre-Funding Period;
(c) the percentage and/or dollar amount of the Pre-Funding Limit
for the Trust Fund; and
(d) that the amounts remaining in the Pre-Funding Account at the
end of the Pre-Funding Period will be remitted to Certificateholders as
repayments of principal.
(9) The Pooling and Servicing Agreement must describe the Permitted
Investments for the Pre-Funding Account and Capitalized Interest Account
and, if not disclosed in the Offering Documents, the terms and conditions
for eligibility for the additional loans.
Whether the conditions of the Exemption will be satisfied with respect to
the Class A-1 or Class X Certificates will depend upon the relevant facts and
circumstances existing at the time a Plan acquires the Class A-1 or Class X
Certificates. Plan investors should make their own determination, in
consultation with their counsel, before acquiring Class A-1 or Class X
Certificates in reliance on the applicability of the Exemption.
BECAUSE THE CHARACTERISTICS OF THE CLASS A-R, CLASS B-1, CLASS B-2 AND
CLASS B-3 CERTIFICATES MAY NOT MEET THE REQUIREMENTS OF THE EXEMPTION OR ANY
OTHER ISSUED
S-70
<PAGE> 71
EXEMPTION UNDER ERISA, THE PURCHASE AND HOLDING OF THE CLASS A-R, CLASS B-1,
CLASS B-2 AND CLASS B-3 CERTIFICATES BY A PLAN OR BY INDIVIDUAL RETIREMENT
ACCOUNTS OR OTHER PLANS SUBJECT TO SECTION 4975 OF THE CODE MAY RESULT IN
PROHIBITED TRANSACTIONS OR THE IMPOSITION OF EXCISE TAXES OR CIVIL PENALTIES.
CONSEQUENTLY, TRANSFERS OF THE CLASS A-R, CLASS B-1, CLASS B-2 AND CLASS B-3
CERTIFICATES WILL NOT BE REGISTERED BY THE TRUSTEE UNLESS THE TRUSTEE RECEIVES:
1. A REPRESENTATION FROM THE TRANSFEREE OF SUCH CERTIFICATE, ACCEPTABLE TO
AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION
406 OF ERISA OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE
CODE, NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR
USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT TO EFFECT SUCH
TRANSFER;
2. IF THE PURCHASER IS AN INSURANCE COMPANY, A REPRESENTATION THAT THE
PURCHASER IS AN INSURANCE COMPANY WHICH IS PURCHASING SUCH CERTIFICATES
WITH FUNDS CONTAINED IN AN INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 ("PTCE 95-60")) AND THAT THE PURCHASE AND HOLDING OF
SUCH CERTIFICATES ARE COVERED UNDER PTCE 95-60; OR
3. AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OR
HOLDING OF SUCH CERTIFICATE BY A PLAN, ANY PERSON ACTING ON BEHALF OF A
PLAN OR USING SUCH PLAN'S ASSETS, WILL NOT RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER EITHER TITLE I OF ERISA OR SECTION 4975 OF
THE CODE AND WILL NOT SUBJECT THE TRUSTEE TO ANY OBLIGATION IN ADDITION
TO THOSE UNDERTAKEN IN THE AGREEMENT.
SUCH REPRESENTATION AS DESCRIBED ABOVE SHALL BE DEEMED TO HAVE BEEN MADE TO
THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF A CLASS B-1, CLASS B-2 OR CLASS
B-3 CERTIFICATE. IN THE EVENT THAT SUCH REPRESENTATION IS VIOLATED, OR ANY
ATTEMPT TO TRANSFER TO A PLAN OR PERSON ACTING ON BEHALF OF A PLAN OR USING SUCH
PLAN'S ASSETS IS ATTEMPTED WITHOUT SUCH OPINION OF COUNSEL, SUCH ATTEMPTED
TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.
Prospective Plan investors should consult with their legal advisors
concerning the impact of ERISA and the Code, the applicability of the Exemption,
and the potential consequences in their specific circumstances, prior to making
an investment in the Offered Certificates. Moreover, each Plan fiduciary should
determine whether under the general fiduciary standards of investment prudence
and diversification, an investment in the Offered Certificates is appropriate
for the Plan, taking into account the overall investment policy of the Plan and
the composition of the Plan's investment portfolio.
S-71
<PAGE> 72
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in the Underwriting Agreement
among the Depositor, Greenwich Capital Markets, Inc. and Mellon Financial
Markets, LLC (the "Underwriters"), the Depositor has agreed to sell to each
Underwriter, and each Underwriter has severally agreed to purchase from the
Depositor the aggregate original principal amount of each Class of Offered
Certificates, other than the Class A-R Certificates (the "Underwritten
Certificates") set forth below under such Underwriter's name:
<TABLE>
<CAPTION>
GREENWICH CAPITAL MELLON FINANCIAL
CLASS MARKETS, INC. MARKETS, LLC
----- ------------------ ----------------
<S> <C> <C>
A-1............................................ $232,828,000 $232,828,000
X.............................................. $480,058,161(1) $ 0
B-1............................................ $ 2,400,000 $ 2,400,000
B-2............................................ $ 960,000 $ 960,000
B-3............................................ $ 1,200,000 $ 1,200,000
</TABLE>
---------------
(1) Notional Amount.
The Class A-R Certificates will be transferred to the Seller on the Closing
Date as partial consideration for the sale of the Mortgage Loans.
Distribution of the Underwritten Certificates will be made by the
Underwriters, from time to time in negotiated transactions or otherwise at
varying prices to be determined at the time of sale. In connection with the sale
of the Underwritten Certificates, the Underwriters may be deemed to have
received compensation from the Depositor in the form of underwriting discounts.
The Underwritten Certificates are offered by the Underwriters subject to
prior sale, withdrawal, cancellation or modification of the offer without
notice, to delivery to and acceptance by the Underwriters and to certain further
conditions.
The Underwriters intend to make a secondary market in the Underwritten
Certificates, but the Underwriters have no obligation to do so. There can be no
assurance that a secondary market for the Underwritten Certificates will develop
or, if it does develop, that it will continue or that it will provide
Certificateholders with a sufficient level of liquidity of investment.
Mellon Financial Markets, LLC is an affiliate of the Depositor and the
Seller.
This prospectus supplement may be used by Mellon Financial Markets, LLC, an
affiliate of the Depositor, in connection with offers and sales relating to
market-making transactions in the Offered Certificates in which Mellon Financial
Markets, LLC acts as principal. Mellon Financial Markets, LLC may also act as
agent in such transactions. Sales will be made at prices related to the
prevailing prices at the time of sale.
The Depositor has agreed to indemnify the Underwriters against, or make
contributions to the Underwriters with respect to, certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
S-72
<PAGE> 73
LEGAL MATTERS
Certain legal matters with respect to the Certificates will be passed upon
for the Depositor by Carl Krasik, Esq., Associate General Counsel of Mellon
Financial Corporation (the "Corporation"). Mr. Krasik is also a shareholder of
the Corporation and one of its subsidiaries and holds options to purchase
additional shares of the Corporation's Common Stock. Certain legal matters with
respect to the Certificates will be passed upon for the Underwriters by Stroock
& Stroock & Lavan LLP, New York, New York. Stroock & Stroock & Lavan LLP also
will pass upon the material federal income tax consequences related to the
Offered Certificates.
RATINGS
It is a condition of the issuance of the Offered Certificates that the
Certificates be rated by Moody's Investors Service, Inc. ("Moody's") and by
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc. ("S&P," and together with Moody's, the "Rating Agencies"), respectively, as
follows:
<TABLE>
<CAPTION>
S&P MOODY'S
--------- ---------
<S> <C> <C>
Class A-1.......................................... AAA Aaa
Class X............................................ AAA Aaa
Class A-R.......................................... AAA --
Class B-1.......................................... AA Aa2
Class B-2.......................................... A A2
Class B-3.......................................... BBB Baa2
</TABLE>
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 mortgage pass-through certificates
do not represent any assessment of the likelihood or rate of principal
prepayments.
The ratings assigned by S&P to mortgage pass-through certificates address
the likelihood of the receipt of all distributions on the mortgage loans by the
related certificateholders under the agreements pursuant to which such
certificates are issued. S&P's ratings take into consideration the credit
quality of the related mortgage pool, including any credit support providers,
structural and legal aspects associated with such certificates, and the extent
to which the payment stream on such mortgage pool is adequate to make payments
required by such certificates. S&P's ratings on such certificates do not,
however, constitute a statement regarding frequency of prepayments on the
related mortgage loans.
Dependent ratings of A-1+ will be assigned by S&P to each class of
applicable rated Certificates to address the creditworthiness of Mellon Bank,
N.A. to fulfill its obligations with respect to the Put Option (except the Class
A-R and Class X Certificates). In the case of Moody's, Mellon Bank, N.A.'s
ability or obligation to purchase the Certificates
S-73
<PAGE> 74
(other than the Class A-R and Class X Certificates) under the Put Option is
directly linked to their short term rating which is currently P-1 and their long
term rating which is currently Aa3. Each rating is dependent on the Credit
Rating received by Mellon Bank, N.A. from S&P or Moody's, as applicable. Credit
Ratings are based on current information furnished by the obligors or obtained
by either Rating Agency from other sources it considers reliable. Neither Rating
Agency performs an audit in connection with any credit rating and either may, on
occasion, rely on unaudited financial information. Credit Ratings may be
changed, suspended, or withdrawn as a result of changes in, or unavailability
of, such information, or based on other circumstances.
The ratings of the Rating Agencies do not address the possibility that, as
a result of principal prepayments, Certificateholders may receive a lower than
anticipated yield.
The ratings assigned to the Offered Certificates should be evaluated
independently from similar ratings on other types of securities. A rating is not
a recommendation to buy, sell or hold securities and may be subject to revision
or withdrawal at any time by the Rating Agencies.
The Depositor has not requested a rating of the Offered Certificates by any
rating agency other than the Rating Agencies. There can be no assurance as to
whether any other rating agency will rate the Offered Certificates or, if it
does, what rating would be assigned by such other rating agency. The rating
assigned by such other rating agency to the Offered Certificates could be lower
than the respective ratings assigned by the Rating Agencies.
S-74
<PAGE> 75
ANNEX I
GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
Except in certain limited circumstances, any globally offered Mortgage
Pass-Through Certificates, Series 2000-TBC3 (the "Global Securities") will be
available only in book-entry form. Investors in the Global Securities may hold
such Global Securities through any of DTC, Clearstream, Luxembourg or Euroclear.
The Global Securities will be tradeable as home market instruments in both the
European and U.S. domestic markets. Initial settlement and all secondary trades
will settle in same-day funds.
Secondary market trading between investors holding Global Securities
through Clearstream, Luxembourg and Euroclear will be conducted in the ordinary
way in accordance with their normal rules and operating procedures and in
accordance with conventional eurobond practice (i.e., seven calendar day
settlement).
Secondary market trading between investors holding Global Securities
through DTC will be conducted according to the rules and procedures applicable
to U.S. corporate debt obligations.
Secondary cross-market trading between Clearstream, Luxembourg and
Euroclear and DTC Participants holding Certificates will be effected on a
delivery-against-payment basis through the respective Depositaries of
Clearstream, Luxembourg and Euroclear (in such capacity) and as DTC
Participants.
Non-U.S. holders (as described below) of Global Securities will be subject
to U.S. withholding taxes unless such holders meet certain requirements and
deliver appropriate U.S. tax documents to the securities clearing organizations
or their Participants.
INITIAL SETTLEMENT
All Global Securities will be held in book-entry form by DTC in the name of
Cede as nominee of DTC. Investors' interests in the Global Securities will be
represented through financial institutions acting on their behalf as direct and
indirect Participants in DTC. As a result, Clearstream, Luxembourg and Euroclear
will hold positions on behalf of their Participants through their respective
Depositaries, which in turn will hold such positions in accounts as DTC
Participants.
Investors electing to hold their Global Securities through DTC will follow
the settlement practices specified by the Underwriters. Investor securities
custody accounts will be credited with their holdings against payment in
same-day funds on the settlement date.
Investors electing to hold their Global Securities through Clearstream,
Luxembourg or Euroclear accounts follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary global securities
and no "lock-up" or restricted period. Global Securities will be credited to the
securities custody accounts on the settlement date against payment in same-day
funds.
S-75
<PAGE> 76
SECONDARY MARKET TRADING
Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.
Trading between DTC Participants. Secondary market trading between DTC
Participants will be settled in same-day funds.
Trading between Clearstream, Luxembourg and/or Euroclear
Participants. Secondary market trading between Clearstream, Luxembourg
Participants or Euroclear Participants will be settled using the procedure
applicable to conventional eurobonds in same-day funds.
Trading between DTC Seller and Clearstream, Luxembourg or Euroclear
Purchaser. When Global Securities are to be transferred from the account of a
DTC Participant to the account of a Clearstream, Luxembourg Participant or a
Euroclear Participant, the purchaser will send instructions to Clearstream,
Luxembourg or Euroclear through a Clearstream, Luxembourg Participant or
Euroclear Participant at least one business day prior to settlement.
Clearstream, Luxembourg or Euroclear will instruct the respective Depositary, as
the case may be, to receive the Global Securities against payment. Payment will
include interest accrued on the Global Securities from and including the last
coupon payment date to and excluding the settlement date, on the basis of either
the actual number of days in the applicable accrual period and a year assumed to
consist of 360 days or a 360-day year of twelve 30-day months. For transactions
settling on the 31st of the month, payment will include interest accrued to and
excluding the first day of the following month. Payment will then be made by the
respective Depositary of the DTC Participant's account against delivery of the
Global Securities. After settlement has been completed, the Global Securities
will be credited to the respective clearing system and by the clearing system,
in accordance with its usual procedures, to the Clearstream, Luxembourg
Participant's or Euroclear Participant's account. The securities credit will
appear the next day (European time) and the cash debt will be back-valued to,
and the interest on the Global Securities will accrue from, the value date
(which would be the preceding day when settlement occurred in New York). If
settlement is not completed on the intended value date, i.e., the trade fails,
the Clearstream, Luxembourg or Euroclear cash debt will be valued instead as of
the actual settlement date.
Clearstream, Luxembourg Participants and Euroclear Participants will need
to make available to the respective clearing systems the funds necessary to
process same-day funds settlement. The most direct means of doing so is to
preposition funds for settlement, either from cash on hand or existing lines of
credit, as they would for any settlement occurring within Clearstream,
Luxembourg or Euroclear. Under this approach, they may take on credit exposure
to Clearstream, Luxembourg or Euroclear until the Global Securities are credited
to their accounts one day later.
As an alternative, if Clearstream, Luxembourg or Euroclear has extended a
line of credit to them, Clearstream, Luxembourg Participants or Euroclear
Participants can elect not to preposition funds and allow that credit line to be
drawn upon to finance the
S-76
<PAGE> 77
settlement. Under this procedure, Clearstream, Luxembourg Participants or
Euroclear Participants purchasing Global Securities would incur overdraft
charges for one day, assuming they cleared the overdraft when the Global
Securities were credited to their accounts. However, interest on the Global
Securities would accrue from the value date. Therefore, in many cases the
investment income on the Global Securities earned during that one-day period may
substantially reduce or offset the amount of such overdraft charges, although
this result will depend on each Clearstream, Luxembourg Participant's or
Euroclear Participant's particular cost of funds.
Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities to
the respective European Depositary for the benefit of Clearstream, Luxembourg
Participants or Euroclear Participants. The sale proceeds will be available to
the DTC seller on the settlement date. Thus, to the DTC Participants a
cross-market transaction will settle no differently than a trade between two DTC
Participants.
Trading between Clearstream, Luxembourg or Euroclear Seller and DTC
Purchaser. Due to the time zone differences in their favor, Clearstream,
Luxembourg Participants and Euroclear Participants may employ their customary
procedures for transactions in which Global Securities are to be transferred by
the respective clearing system, through the respective Depositary, to a DTC
Participant. The seller will send instructions to Clearstream, Luxembourg or
Euroclear through a Clearstream, Luxembourg Participant or Euroclear Participant
at least one business day prior to settlement. In these cases Clearstream,
Luxembourg or Euroclear will instruct the respective Depositary, as appropriate,
to deliver the Global Securities to the DTC Participant's account against
payment. Payment will include interest accrued on the Global Securities from and
including the last interest payment to and excluding the settlement date on the
basis of either the actual number of days in the accrual period and a year
assumed to consist of 360 days or a 360-day year of twelve 30-day months. For
transactions settling on the 31st of the month, payment will include interest
accrued to and excluding the first day of the following month. The payment will
then be reflected in the account of the Clearstream, Luxembourg Participant or
Euroclear Participant the following day, and receipt of the cash proceeds in the
Clearstream, Luxembourg Participant's or Euroclear Participant's account would
be back-valued to the value date (which would be the preceding day, when
settlement occurred in New York). Should the Clearstream, Luxembourg Participant
or Euroclear Participant have a line of credit with its respective clearing
system and elect to be in debt in anticipation of receipt of the sale proceeds
in its account, the back-valuation will extinguish any overdraft incurred over
that one-day period. If settlement is not completed on the intended value date
(i.e., the trade fails), receipt of the cash proceeds in the Clearstream,
Luxembourg Participant's or Euroclear Participant's account would instead be
valued as of the actual settlement date.
Finally, day traders that use Clearstream, Luxembourg and Euroclear and
that purchase Global Securities from DTC Participants for delivery to
Clearstream, Luxembourg Participants or Euroclear Participants should note that
these trades would automati-
S-77
<PAGE> 78
cally fail on the sale side unless affirmative action were taken. At least three
techniques should be readily available to eliminate this potential problem.
(a) borrowing through Clearstream, Luxembourg or Euroclear for one day
(until the purchase side of the day trade is reflected in their
Clearstream, Luxembourg or Euroclear accounts) in accordance with the
clearing system's customary procedures;
(b) borrowing the Global Securities in the U.S. from DTC Participant no
later than one day prior to settlement, which would give the Global
Securities sufficient time to be reflected in their Clearstream, Luxembourg
or Euroclear account in order to settle the sale side of the trade; or
(c) staggering the value dates for the buy and sell sides of the trade
so that the value date for the purchase from the DTC Participants is at
least one day prior to the value date for the sale to the Clearstream,
Luxembourg Participant or Euroclear Participant.
CERTAIN U.S. FEDERAL WITHHOLDING TAXES AND DOCUMENTATION REQUIREMENTS
A beneficial owner of Global Securities through Clearstream, Luxembourg or
Euroclear (or through DTC if the holder has an address outside the U.S.) will be
subject to 30% (or in some cases 31%) U.S. withholding tax that generally
applies to payments of interest on registered debt issued by U.S. Persons unless
(a) each clearing system, bank or other financial institution that holds
customers' securities in the ordinary course of its trade or business in the
chain of intermediaries between such beneficial owner and the U.S. entity
required to withhold tax complies with applicable certification requirements and
(b) such beneficial owners take one of the following steps to obtain an
exemption or reduced tax rate:
Exemption for non-U.S. Persons Form W-8 BEN. Beneficial owners of Global
Securities that are non-U.S. Persons can obtain a complete exemption from the
withholding tax by filing a signed Form W-8 BEN. If the information shown on
Form W-8 BEN changes, a new Form W-8 must be filed within 30 days of such
change.
Exemption for non-U.S. Persons with effectively connected income (Form
W-8ECI). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S.
branch, for which the interest income is effectively connected with its conduct
of a trade or business in the United States, can obtain an exemption from the
withholding tax by filing Form W-8ECI.
Exemption or reduced rate for non-U.S. Persons resident in treaty countries
(Form W-8 BEN). Non-U.S. Persons that are beneficial owners of Global
Securities residing in a country that has a tax treaty with the United States
can obtain an exemption or reduced tax rate (depending on the treaty terms) by
filing Form W-8 BEN.
Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9.
U.S. Federal Income Tax Reporting Procedures. The holder of Global
Securities files by submitting the appropriate form to the person through whom
he holds (e.g., the clearing
S-78
<PAGE> 79
agency, in the case of persons holding directly on the books of the clearing
agency). Form W-8 BEN and Form W-8ECI are generally effective for three calendar
years.
-- As used in this prospectus supplement the term "U.S. Person" means a
beneficial owner of Global Securities that is for United States
federal income tax purposes
-- a citizen or resident of the United States,
-- a corporation or partnership created or organized in or under the laws
of the United States or any state thereof or the District of Columbia,
-- an estate the income of which is subject to United States federal
income taxation, regardless of its source, or
-- a trust if a court within the United States is able to exercise
primary supervision of the administration of the trust and one or more
United States Persons have the authority to control all substantial
decisions of the trust.
As used in this prospectus supplement, the term "Non-U.S. Person" means a
beneficial owner of Global Securities that is not a U.S. Person.
This summary of documentation requirements does not deal with all aspects
of U.S. Federal income tax withholding that may be relevant to foreign holders
of the Global Securities or with the application of the extensive withholding
regulations that are generally effective with respect to payments made after
December 31, 2000 which have detailed rules regarding the determination of
beneficial ownership. Investors are advised to consult their own tax advisors
for specific tax advice concerning their holding and disposing of the Global
Securities.
S-79
<PAGE> 80
PROSPECTUS
$2,629,237,550
MELLON RESIDENTIAL FUNDING CORPORATION
DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES
(ISSUABLE IN SERIES)
From time to time, Mellon Residential Funding Corporation may offer to sell
Mortgage Pass-Through Certificates in one or more series with one or more
classes. The certificates do not exist now. Each series of certificates will be
created by a trust fund to be formed by the depositor at the time those
certificates are sold. Each series of certificates will be described in a
supplement to this prospectus.
Each trust fund will include a group of mortgage loans secured by one-to
four-family residential properties and/or a group of mortgage pass-through
securities issued or guaranteed by the Government National Mortgage Association,
Fannie Mae or Freddie Mac. The certificates will NOT be bank deposits and will
NOT be insured by the Federal Deposit insurance Corporation or by any other
governmental agency.
An investment in the certificates of any series involves significant risks.
You should review the information under the caption "Risk Factors" beginning on
page 2 in this prospectus before deciding whether or not to make an investment.
The certificates of each series will not be listed on any trading exchange.
No secondary trading market for the certificates of any series will exist at the
time those certificates are issued, and we cannot assure you that a secondary
trading market for the certificates of any series will develop. Even if a
secondary trading market does develop, it may not continue for the entire period
that the certificates are outstanding and may not provide sufficient liquidity
to permit you to sell your certificates when you desire to do so.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. MAKING ANY CONTRARY REPRESENTATION IS A
CRIMINAL OFFENSE.
The depositor may not use this prospectus to sell these certificates unless
a prospectus supplement is also delivered. The depositor may offer certificates
through underwriters or by other methods described under the caption "Method of
Distribution."
THE DATE OF THIS PROSPECTUS IS JUNE 3, 1999.
<PAGE> 81
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND THE
ACCOMPANYING PROSPECTUS SUPPLEMENT.
We provide information to you about the certificates in two separate
documents that provide progressively more detail:
- this prospectus, which provides general information, some of which may
not apply to your series of certificates; and
- the accompanying prospectus supplement, which describes the specific
terms of your series of certificates.
YOU SHOULD RELY PRIMARILY ON THE DESCRIPTION OF YOUR CERTIFICATES IN THE
ACCOMPANYING PROSPECTUS SUPPLEMENT. THIS PROSPECTUS MAY NOT BE USED TO
CONSUMMATE SALES OF ANY OF THE CERTIFICATES UNLESS IT IS ACCOMPANIED BY A
PROSPECTUS SUPPLEMENT RELATING TO THE CERTIFICATES BEING SOLD.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
CAPTION PAGE
------- ----
<S> <C>
Risk Factors................................................ 2
Incorporation of Certain Documents by Reference............. 8
The Trust Fund.............................................. 9
Use of Proceeds............................................. 21
The Depositor............................................... 22
Mortgage Loan Program....................................... 23
Description of the Certificates............................. 30
Credit Enhancement.......................................... 51
Yield and Payment Considerations............................ 57
The Pooling and Servicing Agreement......................... 60
Certain Legal Aspects of the Mortgage Loans................. 78
Federal Income Tax Considerations........................... 87
State Tax Considerations.................................... 120
ERISA Considerations........................................ 120
Legal Investment............................................ 125
Method of Distribution...................................... 127
Legal Matters............................................... 128
Financial Information....................................... 128
Rating...................................................... 128
Index to Defined Terms...................................... 129
</TABLE>
<PAGE> 82
RISK FACTORS
An investment in the certificates of any series involves significant risks.
Before making an investment decision, you should carefully review the following
information and the information under the caption "Risk Factors" in the
applicable prospectus supplement.
INVESTORS MAY HAVE DIFFICULTY SELLING CERTIFICATES
Mortgage backed securities generally are not, and the certificates will not
be, listed on any securities exchange. As a result, if you wish to sell your
certificates, you will have to locate a purchaser that is willing to purchase
your certificates. The depositor expects that any underwriter through which the
certificates of a series are offered will intend to make a secondary market for
those certificates. Those underwriters will do so be offering to buy the
certificates from investors that wish to sell. However, no underwriter will be
obligated to make offers to buy the certificates and any underwriter may stop
making offers at any time. In addition, the prices offered, if any, may not
reflect prices that other potential purchasers, were they to be given the
opportunity, would be willing to pay. There have been times in the past where
there have been very few buyers of mortgage backed securities (i.e., there has
been a lack of liquidity), and there may be such times in the future. As a
result, you may not be able to sell your certificates when you wish to do so or
may not be able to obtain the price you wish to receive.
TRUST FUND ASSETS ARE THE ONLY SOURCE OF PAYMENTS ON THE CERTIFICATES
No trust fund will have any significant assets or sources of funds other
than the mortgage assets and the credit enhancement identified in the related
prospectus supplement. The issuing trust fund will be the only person obligated
to make payments on the certificates issued by that trust fund. Investors will
not have any recourse against the depositor, the seller, the trustee, the master
servicer, any sub-servicer or any related company if the assets of a trust fund
are not sufficient to make the required payments on the certificates issued by
the trust fund. As a result, you must depend on payments by the borrowers on the
mortgage assets and any related credit enhancement for required payments on your
certificates. Any credit enhancement will not cover all contingencies, and
losses in excess of the coverage provided by that credit enhancement will be
borne directly by the affected certificateholders.
YOUR RETURN ON AN INVESTMENT IN THE CERTIFICATES IS UNCERTAIN
Your pre-tax return on any investment in the certificates of any series
will depend on (1) the price you pay for those certificates, (2) the rate at
which interest accrues on those certificates and (3) the rate at which you
receive a return of the principal and, consequently, the length of time that
your certificates are outstanding and accruing interest. The last factor is the
biggest uncertainty in an investment in the certificates.
- The Rate of Principal Payments is Unpredictable. The
amount of distributions of principal of the
certificates of any series and when those
distributions are received depends on the amount
2
<PAGE> 83
and the times at which borrowers make principal
payments on the mortgage assets. Those principal
payments may be regularly scheduled payments or
unscheduled payments resulting from prepayments of
or defaults on the mortgage assets. A series of
certificates may have (i) certain certificates that
are paid principal after other classes or (ii)
certain types of certificates which are more
sensitive to prepayments. If you own either of these
types of certificates you may be adversely affected
by changes in the timing and amount of principal
payments by the borrowers. The rate of prepayments
on the mortgage loans may be influenced by a variety
of economic, social, competitive and other factors,
including changes in interest rates. It is
impossible for us to predict the amount and timing
of payments that will be received and paid to
certificateholders in any month or over the period
of time that the certificates of a series remain
outstanding.
- You Bear Reinvestment Risk. Mortgage backed securities
usually produce more returns of principal to
investors when market interest rates fall below the
interest rates on the mortgage loans underlying or
comprising the related mortgage assets and produce
less returns of principal when market interest rates
are above the interest rates on those mortgage
loans. If borrowers refinance their mortgage loans
as a result of lower interest rates, you will
receive an unanticipated payment of principal. As a
result, you are likely to receive more money to
reinvest at a time when other investments generally
are producing a lower yield than that on your
certificates and are likely to receive less money to
reinvest when other investments generally are
producing a higher yield than that on your
certificates. You will bear the risk that the timing
and amount of distributions on your certificates
will prevent you from attaining your desired yield.
- An Optional Termination May Affect the Yield. Your
investment in the certificates may be ended before
you desire if an optional termination of the
applicable trust fund is exercised.
- Credit Enhancement Will Not Cover All Losses. An investment
in the certificates also involves a risk that you
may lose all or part of your investment. Although
every trust fund will include some form of credit
enhancement, that credit enhancement may not cover
every class of certificates issued by a trust fund.
In addition, every form of credit enhancement will
have certain limitations on, and exclusions from,
coverage. No certificates will be guaranteed by any
govern-
3
<PAGE> 84
mental entity or agency or insured by the Federal
Deposit Insurance Corporation. As a result, there is
always a risk that you may not recover the full
amount of your investment.
INTEREST ONLY AND PRINCIPAL ONLY CERTIFICATES INVOLVE ADDITIONAL RISK
Certain certificates, called "interest only certificates" or "principal
only certificates," involve greater uncertainty regarding the return on
investment. An interest only certificate is not entitled to any principal
payments. If the mortgage assets in a pool prepay at rapid rates, it will reduce
the amount of interest available to pay a related interest only certificate and
may cause an investor in that interest only certificate to fail to recover the
investor's initial investment.
A principal only certificate is not entitled to any interest payments, and
is usually sold at a price that is less than the face amount of the certificate.
If an investor in a principal only certificate receives payments on the
certificate at a slow rate, the return on the investment will be low (because,
in part, there is no interest payments to compensate the investor for the use of
the investor's money).
The prices offered by potential purchasers for interest only certificates
and principal only certificates vary significantly from time to time, and there
may be times when no potential purchaser is willing to buy an interest only
certificate or principal only certificate. As a result, an investment in strip
certificates involves a high degree of risk.
WITHDRAWAL OR DOWNGRADING OF INITIAL RATINGS WILL AFFECT THE PRICES FOR
CERTIFICATES
A security rating by a rating agency is not a recommendation to buy, sell
or hold securities. Similar ratings on different types of securities do not
necessarily mean the same thing. You are encouraged to analyze the significance
of each rating independently from any other rating. Any rating agency may change
its rating of the certificates of any series after those certificates are issued
if that rating agency believes that circumstances have changed. Any subsequent
change in rating will likely affect the price that a subsequent purchaser will
be willing to pay for your certificates.
THE FEATURES OF THE MORTGAGE LOANS IN A TRUST FUND MAY CREATE SPECIAL RISKS
A trust fund may include mortgage loans with features that create risks
which may not be present with other types of residential mortgage loans,
including the following:
- You May Have Losses on Your Certificates if the Losses and
Delinquencies on the Mortgage Loans Exceed Certain
Levels. The mortgaged properties underlying the
mortgage loans may decrease in value if the
residential real estate market experiences an
overall decline in property values. If it does, this
may cause more defaults and may increase the amount
of loss following default. In such event, the
related trust fund may not be able to recover the
full amount owed, which may result in a loss on your
certificates.
4
<PAGE> 85
- Balloon Loans May Have Higher Rates of Default. Certain of
the mortgage loans included in a pool may be balloon
loans. A balloon loan has monthly payments that will
not fully pay off the loan balance by the maturity
date. As a result, the borrower usually will have to
refinance the balloon loan in order to pay the
amount due. The borrower may not be able to
refinance the balloon loan for any number of
reasons, including the level of available mortgage
rates, the value of the property or the borrower's
payment or credit history.
- Geographic Concentration Increases Risks. The mortgage
loans underlying a series of certificates may be
concentrated in certain geographic regions of the
United States. These states may suffer economic
problems or reductions in market values for
residential properties that are not experienced in
other states. Because of the concentration of
mortgage loans in these states, those types of
problems may have a greater effect on the
certificates of a series than if borrowers and
properties were more spread out in different
geographic areas.
- Certain Mortgage Loans May Not Amortize For A Long Time.
Certain mortgage loans may provide that the
borrowers only have to pay interest for five or ten
years after origination. Once the interest-only
period ends, the borrower's monthly payment will be
increased so as to pay interest and amortize the
loan over its remaining term. As the loan nears the
end of the interest-only period the borrower may be
more likely to refinance the loan to avoid the
increase in the monthly payment. Alternatively, a
borrower may not be able to pay the higher monthly
payment and could default. In either case,
certificateholders could receive an unscheduled
principal payment which may affect the yield on the
related certificates.
ADDITIONAL COLLATERAL FOR CERTAIN MORTGAGE LOANS MAY NOT AVOID LOSSES AND MAY
ADVERSELY AFFECT YIELD.
The security for certain mortgage loans may also include the borrower's
pledge of publicly traded stocks, corporate and municipal bonds, government
securities, commercial paper, bank deposits, trust accounts or mutual funds. The
inclusion of any such additional collateral may increase the risk that a trust
fund will experience a loss:
- If the additional collateral is excluded, the ratio of the
principal balance of the loan to the value of the residence
is higher, and may be substantially higher.
5
<PAGE> 86
- The market value of any additional collateral will change
from time to time and may not equal the market value at the
time loan was made.
- Because of special tax rules and also limitations of federal
securities laws, the trust fund may not be able to make use
of the additional collateral if the borrower defaults. As a
result, if a borrower under one of these mortgage loans
defaults, the trust fund will suffer a loss which will be
borne by some or all of the certificateholders.
- The additional collateral will not be delivered to the
trustee of the related series of certificates and thus the
trustee may not have a perfected security interest in such
additional collateral. If such additional collateral cannot
be sold or is sold at a lower than anticipated price, the
related certificateholders may incur losses.
- The master servicer will have the option to liquidate the
additional collateral underlying a mortgage loan and
partially prepay the mortgage loan if the loan-to-value
ratio has not been sufficiently reduced within five years
after the origination of such loan. As a result of any
liquidation, the related certificateholders would receive an
unanticipated distribution of principal in the form of a
prepayment. As a result, the related certificateholders'
yield will be affected.
SUBORDINATED CERTIFICATES INVOLVE MORE RISKS AND MAY INCUR LOSSES
A series of certificates may provide that one or more classes of those
certificates are subordinated in right of payment to one or more other classes
of that series and to the master servicer. In general, certificates that are
subordinated to other certificates have a greater risk of loss because the
subordinated certificates will not receive payments of interest, principal or
both, until the more senior certificates receive the payments to which they are
entitled. If the amount available for payments to certificateholders is less
than the amount required, the holders of the subordinated certificates will not
receive the payments that they would have received if there had not been a
shortfall in the amount available.
FINANCIAL INSTRUMENTS MAY NOT AVOID LOSSES
A trust fund may include one or more financial instruments to provide
protection against certain types of risks or to provide certain cashflow
characteristics for one or more classes of a series. If the provider of the
financial instrument were to be unable or unwilling to perform its obligations
under the related financial instrument, the related certificates could be
adversely affected, including the incurrence of losses. Any reduction in a
rating assigned to the paying ability of the provider of a financial instrument
may reduce the market value of the related certificates and may affect the
certificateholder's ability to sell them. If a financial instrument is intended
to provide an approximate or partial hedge for certain risks or cashflow
characteristics, an imperfect hedge may result
6
<PAGE> 87
in a material adverse effect on the yield to maturity, the market price and the
certificateholders' ability to sell a certificate of any affected class.
CERTIFICATES ARE NOT SUITABLE INVESTMENTS FOR ALL INVESTORS
The certificates are complex investments that are not appropriate for all
investors. The interaction of the factors described above are difficult to
analyze and may change from time to time while the certificates of a series are
outstanding. It is impossible to predict with any certainty the amount or timing
of distributions on the certificates of a series or the likely return on an
investment in those certificates. As a result, only sophisticated investors with
the resources to analyze the potential risks and rewards of an investment in the
certificates should consider such an investment.
7
<PAGE> 88
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Mellon Residential Funding Corporation (the "Depositor"), as creator of
each Trust Fund, has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Mortgage Pass-Through Certificates (the "Certificates") offered pursuant to this
Prospectus. The Registration Statement includes information about the
Certificates which is not included in this Prospectus. Prospective investors may
read the Registration Statement and make copies of it at the Commission's main
office located at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices located at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center, New
York, New York 10048. Prospective investors who have access to the Internet also
may read the Registration Statement at the Commission's site on the World Wide
Web located at http://www.sec.gov.
Each Trust Fund will be required to file with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 as
amended (the "Exchange Act") (i) a Current Report on Form 8-K each month after
the month of formation of that Trust Fund and prior to the expiration of the
calendar year in which such Trust Fund was formed and (ii) an annual report on
Form 10-K within 90 days after the end of the calendar year in which such Trust
Fund was formed. Each Form 8-K will include as an exhibit the monthly statement
to Certificateholders of the related Series. The Form 10-K will include certain
summary information about the Trust Fund. Any reports and documents so filed by
or on behalf of a Trust Fund before the termination of the offering of the
Certificates of that Trust Fund will be incorporated in this Prospectus. If the
information incorporated in this Prospectus modifies or changes the information
in this Prospectus such modified or changed information will control. If any
information incorporated by reference in this Prospectus is itself modified or
changed by subsequent information incorporated by reference, such latter
information will control. Any reports and documents that are incorporated in
this Prospectus will not be physically included in this Prospectus or delivered
with this Prospectus.
The Depositor will provide without charge to each person, including any
beneficial owner of Certificates, to whom a copy of this Prospectus is
delivered, on the written or oral request of such person, a copy of any or all
of the documents incorporated by reference in this Prospectus or in any related
Prospectus Supplement (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference in such documents). Such
requests should be directed to the Depositor at One Mellon Bank Center, Room
410, Pittsburgh, Pennsylvania 15258, Attention: Secretary (phone number: (412)
236-6559).
IN ORDER TO RECEIVE ANY REQUESTED INFORMATION IN A TIMELY FASHION, PROSPECTIVE
INVESTORS MUST MAKE THEIR REQUESTS NO LATER THAN FIVE BUSINESS DAYS BEFORE THEY
MUST MAKE THEIR INVESTMENT DECISIONS.
The Exchange Act and the rules and regulations of the Commission permit
each Trust Fund to terminate its obligation to file reports and documents with
the Commission following the end of the calendar year in which such Trust Fund
is formed.
8
<PAGE> 89
The Depositor expects that each Trust Fund will terminate its filing obligation
as soon as it is permitted to do so.
9
<PAGE> 90
THE TRUST FUND*
The Trust Fund for each Series will be held by the Trustee for the benefit
of the related holders of the Certificates. Each Trust Fund will consist of
certain mortgage-related assets (the "Mortgage Assets") consisting of (A) a
mortgage pool (a "Mortgage Pool") comprised of mortgage loans secured by one- to
four-family residential properties ("Mortgage Loans") and/or (B) mortgage
pass-through securities ("Agency Securities") issued or guaranteed by the
Government National Mortgage Association ("GNMA"), the Federal National Mortgage
Association ("FNMA") or the Federal Home Loan Mortgage Corporation ("FHLMC"), in
each case as specified in the related Prospectus Supplement, together with
payments in respect of such Mortgage Assets and insurance policies, cash
accounts, reinvestment income, guaranties, letters of credit or other financial
instruments, in each case as specified in the related Prospectus Supplement. The
holders of Certificates (the "Certificateholders") will be entitled to payment
from the assets of the related Trust Fund as specified in the related Prospectus
Supplement and will not be entitled to payments in respect of the assets of any
other trust fund established by the Depositor.
The Mortgage Assets may be acquired by the Depositor, either directly or
through affiliates, from Mellon Mortgage Company, a Colorado corporation and an
affiliate of the Depositor ("Mellon Mortgage"), Boston Safe Deposit and Trust
Company, a Massachusetts trust company and an affiliate of the Depositor
("Boston Safe") or another entity named in the related Prospectus Supplement
(each of Mellon Mortgage, Boston Safe and such other entity, a "Seller") and
conveyed by the Depositor to the related Trust Fund. Mortgage Loans acquired by
the Depositor will have been originated in accordance with the underwriting
criteria specified below under "Mortgage Loan Program -- Underwriting Standards"
or as otherwise described in a related Prospectus Supplement.
The following is a brief description of the Mortgage Assets expected to be
included in the Trust Funds. If specific information respecting the Mortgage
Assets is not known at the time the related Series of Certificates initially is
offered, more general information of the nature described below will be provided
in the related Prospectus Supplement, and specific information will be set forth
in a report on Form 8-K to be filed with the Commission within fifteen days
after the initial issuance of such Certificates (the "Detailed Description"). A
schedule of the Mortgage Assets relating to such Series will be attached to the
pooling and servicing agreement (each, an "Agreement") delivered to the Trustee
upon delivery of the Certificates.
---------------
* Whenever the terms "Mortgage Pool" and "Certificates" are used in this
Prospectus, such terms will be deemed to apply, unless the context indicates
otherwise, to one specific Mortgage Pool and the Certificates representing
certain undivided interests, as described below, in a single trust fund (the
"Trust Fund") consisting primarily of the Mortgage Assets in such Mortgage Pool.
Similarly, the term "Pass-Through Rate" will refer to the Pass-Through Rate
borne by the Certificates of one specific Series or Class and the term "Trust
Fund" will refer to one specific Trust Fund.
10
<PAGE> 91
THE MORTGAGE LOANS -- GENERAL
For purposes hereof, the real property that secures repayment of the
Mortgage Loans is referred to collectively as "Mortgaged Properties." The
Mortgaged Properties may be located in any one of the fifty states, the District
of Columbia, Guam, Puerto Rico or any other territory of the United States.
Mortgage Loans with certain Loan-to-Value Ratios and/or certain principal
balances may be covered wholly or partially by primary mortgage guaranty
insurance policies (each, a "Primary Mortgage Insurance Policy"). The existence,
extent and duration of any such coverage will be described in the applicable
Prospectus Supplement.
All of the Mortgage Loans in a Mortgage Pool will have monthly payments due
on the first day of each month. The payment terms of the Mortgage Loans to be
included in a Trust Fund will be described in the related Prospectus Supplement
and may include any of the following features or combination thereof:
(a) Interest may be payable at a fixed rate, a rate adjustable from
time to time in relation to an index (which will be specified in the
related Prospectus Supplement), a rate that is fixed for a period of time
or under certain circumstances and is followed by an adjustable rate, a
rate that otherwise varies from time to time, or a rate that is convertible
from an adjustable rate to a fixed rate. Changes to an adjustable rate may
be subject to periodic limitations, maximum rates, minimum rates or a
combination of such limitations. Accrued interest may be deferred and added
to the principal of a loan for such periods and under such circumstances as
may be specified in the related Prospectus Supplement. The loan agreement
or promissory note (the "Mortgage Note") in respect of a Mortgage Loan may
provide for the payment of interest at a rate lower than the interest rate
(the "Mortgage Rate") specified in such Mortgage Note for a period of time
or for the life of the loan, and the amount of any difference may be
contributed from funds supplied by a third party.
(b) Principal may be payable on a level debt service basis to fully
amortize the Mortgage Loan over its term, may be calculated on the basis of
an assumed amortization schedule that is significantly longer than the
original term, to maturity or on an interest rate that is different from
the Mortgage Rate or may not be amortized during all or a portion of the
original term. Payment of all or a substantial portion of the principal may
be due on maturity ("balloon payments"). Principal may include interest
that has been deferred and added to the principal balance of the Mortgage
Loan.
(c) Monthly payments of principal and interest may be fixed for the
life of the Mortgage Loan, may increase over a specified period of time or
may change from period to period. The terms of a Mortgage Loan may include
limits on periodic increases or decreases in the amount of monthly payments
and may include maximum or minimum amounts of monthly payments.
(d) The Mortgage Loans generally may be prepaid at any time without the
payment of any prepayment fee. If so specified in the related Prospectus
11
<PAGE> 92
Supplement, some prepayments of principal may be subject to a prepayment
fee, which may be fixed for the life of any such Mortgage Loan or may
decline over time, and may be prohibited for the life of such Mortgage Loan
or for certain periods ("lockout periods"). Certain Mortgage Loans may
permit prepayments after expiration of the applicable lockout period and
may require the payment of a prepayment fee in connection with any such
subsequent prepayment. Other Mortgage Loans may permit prepayments without
payment of a fee unless the prepayment occurs during specified time
periods. The loans may include "due-on-sale" clauses that permit the
mortgagee to demand payment of the entire Mortgage Loan in connection with
the sale or certain transfers of the related Mortgaged Property. Other
Mortgage Loans may be assumable by persons meeting the then applicable
underwriting standards of the Seller.
A Trust Fund may contain certain Mortgage Loans ("Buydown Loans") that
include provisions whereby a third party partially subsidizes the monthly
payments of the obligors on such Mortgage Loans (each, a "Mortgagor") during the
early years of such Mortgage Loans, the difference to be made up from a fund (a
"Buydown Fund") contributed by such third party at the time of origination of
the Mortgage Loan. A Buydown Fund will be in an amount equal either to the
discounted value or full aggregate amount of future payment subsidies. The
underlying assumption of buydown plans is that the income of the Mortgagor will
increase during the buydown period as a result of normal increases in
compensation and inflation, so that the Mortgagor will be able to meet the full
mortgage payments at the end of the buydown period. To the extent that this
assumption as to increased income is not fulfilled, the possibility of defaults
on Buydown Loans is increased. The related Prospectus Supplement will contain
information with respect to any Buydown Loan concerning limitations on the
interest rate paid by the Mortgagor initially, on annual increases in the
interest rate and on the length of the buydown period.
Each Prospectus Supplement will contain information, as of the date of such
Prospectus Supplement and to the extent then specifically known to the
Depositor, with respect to the Mortgage Loans contained in the related Mortgage
Pool, including (i) the aggregate outstanding principal balance and the average
outstanding principal balance of the Mortgage Loans as of the first day of the
month of issuance of the related Series of Certificates or such other date as is
specified in the related Prospectus Supplement (each, a "Cut-off Date"), (ii)
the type of property securing the Mortgage Loans (e.g., separate residential
properties, individual units in condominium apartment buildings or in buildings
owned by Cooperatives, vacation and second homes, or other real property), (iii)
the original terms to maturity of the Mortgage Loans, (iv) the largest principal
balance and the smallest principal balance of any of the Mortgage Loans, (v) the
earliest origination date and latest maturity date of any of the Mortgage Loans,
(vi) the aggregate principal balance of Mortgage Loans having Loan-to-Value
Ratios at origination exceeding 80%, (vii) the maximum and minimum per annum
Mortgage Rates and (viii) the geographical distribution of the Mortgage Loans.
If specific information respecting the Mortgage Loans is not known to the
Depositor at the time
12
<PAGE> 93
the related Certificates are initially offered, more general information of the
nature described above will be provided in the Detailed Description.
The "Loan-to-Value Ratio" of a Mortgage Loan at any given time is the
fraction, expressed as a percentage, the numerator of which is the original
principal balance of the related Mortgage Loan and the denominator of which is
the Collateral Value of the related Mortgaged Property. Unless otherwise
specified in the related Prospectus Supplement, the "Collateral Value" of a
Mortgaged Property is the lesser of (a) the appraised value determined in an
appraisal obtained by the originator at origination of such Mortgage Loan and
(b) the sales price for such property.
No assurance can be given that values of the Mortgaged Properties 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 principal
balances of the Mortgage Loans, and any secondary financing on the Mortgaged
Properties in a particular Mortgage Pool 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. In addition, adverse economic conditions and
other factors (which may or may not affect real property values) 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 Mortgage Pool. To the extent that
such losses are not covered by subordination provisions or alternative
arrangements, such losses will be borne, at least in part, by the holders of the
Certificates of the related Series.
The Depositor will cause the Mortgage Loans comprising each Mortgage Pool
to be assigned to the Trustee named in the related Prospectus Supplement (the
"Trustee") for the benefit of the Certificateholders of the related Series. The
master servicer (the "Master Servicer") named in the related Prospectus
Supplement, which may be an affiliate of the Depositor, will service the
Mortgage Loans, either directly or through other mortgage servicing institutions
("Sub-Servicers"), pursuant to an Agreement, and will receive a fee for such
services. See "Mortgage Loan Program" and "The Pooling and Servicing Agreement"
herein. With respect to Mortgage Loans serviced by the Master Servicer through a
Sub-Servicer, the Master Servicer will remain liable for its servicing
obligations under the related Agreement as if the Master Servicer alone were
servicing such Mortgage Loans.
The only obligations of the Depositor with respect to a Series of
Certificates will be to obtain certain representations and warranties from the
Sellers and to assign to the Trustee for such Series of Certificates the
Depositor's rights with respect to such representations and warranties. See "The
Pooling and Servicing Agreement -- Assignment of Mortgage Assets" herein. The
obligations of the Master Servicer with respect to the Mortgage Loans will
consist principally of its contractual servicing obligations under the related
Agreement (including its obligation to enforce the obligations of the Sub-
Servicers or Sellers, or both, as more fully described herein under "Mortgage
Loan Program -- Representations by Sellers; Repurchases" and its obligation to
make certain
13
<PAGE> 94
cash advances (each, an "Advance") in the event of delinquencies in payments on
or with respect to the Mortgage Loans in the amounts described herein under
"Description of the Certificates -- Advances". The obligations of the Master
Servicer to make Advances may be subject to limitations, to the extent provided
herein and in the related Prospectus Supplement.
The Mortgage Loans will consist of mortgage loans, deeds of trust or
security instruments secured by liens on one- to four-family residential
properties. If so specified, the Mortgage Loans may include cooperative
apartment loans ("Cooperative Loans") secured by security interests in shares
issued by private, non-profit, cooperative housing corporations ("Cooperatives")
and in the related proprietary leases or occupancy agreements granting exclusive
rights to occupy specific dwelling units in such Cooperatives' buildings. If so
specified in the related Prospectus Supplement, the Mortgage Loans also may be
secured by additional collateral generally consisting of marketable securities.
The Mortgage Loans may be conventional loans (i.e., loans that are not insured
or guaranteed by any governmental agency) or loans insured by the Federal
Housing Authority ("FHA") or partially guaranteed by the Veterans'
Administration ("VA"), as specified in the related Prospectus Supplement.
The Mortgaged Properties relating to Mortgage Loans will consist of
detached, semi-detached or attached one-family dwelling units, two- to
four-family dwelling units, townhouses, rowhouses, individual condominium units,
individual units in planned unit developments, manufactured housing treated as
real property under local laws and shares issued by Cooperatives and occupancy
agreements with respect to individual units in such Cooperatives. Such Mortgaged
Properties may include vacation and second homes, investment properties and
leasehold interests. In the case of leasehold interests, the term of the
leasehold will exceed the scheduled maturity of the Mortgage Loan by at least
five years.
AGENCY SECURITIES
Government National Mortgage Association. GNMA is a wholly-owned
corporate instrumentality of the United States within the United States
Department of Housing and Urban Development. Section 306(g) of Title II of the
National Housing Act of 1934, as amended (the "Housing Act"), authorizes GNMA to
guarantee the timely payment of the principal of and interest on certificates
(the "GNMA Certificates") that represent an interest in a pool of mortgage loans
insured by the FHA under the Housing Act or Title V of the Housing Act of 1949
("FHA Loans"), or partially guaranteed by the VA under the Servicemen's
Readjustment Act of 1944, as amended, or Chapter 37 of Title 38, United States
Code ("VA Loans").
Section 306(g) of the Housing Act provides that "the full faith and credit
of the United States is pledged to the payment of all amounts which may be
required to be paid under any guaranty under this subsection." In order to meet
its obligations under any such guaranty, GNMA may, under Section 306(d) of the
Housing Act, borrow from the United States Treasury in an unlimited amount which
is at any time sufficient to enable GNMA to perform its obligations under its
guarantee.
14
<PAGE> 95
GNMA Certificates. Each GNMA Certificate held in a Trust Fund (which may
be issued under either the GNMA I program (each such certificate, a "GNMA I
Certificate") or the GNMA II program (each such certificate, a "GNMA II
Certificate")) will be a "fully modified pass-through" mortgage-backed
certificate issued and serviced by a mortgage banking company or other financial
concern ("GNMA Issuer") approved by GNMA or by FNMA as a seller-servicer of FHA
Loans and/or VA Loans. The mortgage loans underlying the GNMA Certificates will
consist of FHA Loans and/or VA Loans. Each such mortgage loan is secured by a
one- to four-family or multifamily residential property. GNMA will approve the
issuance of each such GNMA Certificate in accordance with a guaranty agreement
(a "Guaranty Agreement") between GNMA and the GNMA Issuer. Pursuant to its
Guaranty Agreement, a GNMA Issuer will be required to advance its own funds in
order to make timely payments of all amounts due on each such GNMA Certificate
if the payments received by the GNMA Issuer on the FHA Loans or VA Loans
underlying each such GNMA Certificate are less than the amounts due on each such
GNMA Certificate.
The full and timely payment of principal of and interest on each GNMA
Certificate will be guaranteed by GNMA, which obligation is backed by the full
faith and credit of the United States. Each such GNMA Certificate will have an
original maturity of not more than 30 years (but may have original maturities of
substantially less than 30 years). Each such GNMA Certificate will be based on
and backed by a pool of FHA Loans or VA Loans secured by one- to four-family
residential properties and will provide for the payment by or on behalf of the
GNMA Issuer to the registered holder of such GNMA Certificate of scheduled
monthly payments of principal and interest equal to the registered holder's
proportionate interest in the aggregate amount of the monthly principal and
interest payment on each FHA Loan or VA Loan underlying such GNMA Certificate,
less the applicable servicing and guaranty fee, which together equal the
difference between the interest on the FHA Loan or VA Loan and the pass-through
rate on the GNMA Certificate. In addition, each payment will include
proportionate pass-through payments of any prepayments of principal on the FHA
Loans or VA Loans underlying such GNMA Certificate and liquidation proceeds in
the event of a foreclosure or other disposition of any such FHA Loans or VA
Loans.
If a GNMA Issuer is unable to make the payments on a GNMA Certificate as it
becomes due, it must promptly notify GNMA and request GNMA to make such payment.
Upon notification and request, GNMA will make such payments directly to the
registered holder of such GNMA Certificate. In the event no payment is made by a
GNMA Issuer and the GNMA Issuer fails to notify and request GNMA to make such
payment, the holder of such GNMA Certificate will have recourse only against
GNMA to obtain such payment. The Trustee or its nominee, as registered holder of
the GNMA Certificates held in a Trust Fund, will have the right to proceed
directly against GNMA under the terms of the Guaranty Agreements relating to
such GNMA Certificates for any amounts that are not paid when due.
All mortgage loans underlying a particular GNMA I Certificate must have the
same interest rate (except for pools of mortgage loans secured by manufactured
homes). The interest rate on such GNMA I Certificate will equal the interest
rate on the mortgage
15
<PAGE> 96
loans included in the pool of mortgage loans underlying such GNMA I Certificate,
less one-half percentage point per annum of the unpaid principal balance of the
mortgage loans.
Mortgage loans underlying a particular GNMA II Certificate may have per
annum interest rates that vary from each other by up to one percentage point.
The interest rate on each GNMA II Certificate will be between one-half
percentage point and one and one-half percentage points lower than the highest
interest rate on the mortgage loans included in the pool of mortgage loans
underlying such GNMA II Certificate (except for pools of mortgage loans secured
by manufactured homes).
Regular monthly installment payments on each GNMA Certificate held in a
Trust Fund will be comprised of interest due as specified on such GNMA
Certificate plus the scheduled principal payments on the FHA Loans or VA Loans
underlying such GNMA Certificate due on the first day of the month in which the
scheduled monthly installments on such GNMA Certificate are due. Such regular
monthly installments on each such GNMA Certificate are required to be paid to
the Trustee as registered holder by the 15th day of each month in the case of a
GNMA I Certificate and are required to be mailed to the Trustee by the 20th day
of each month in the case of a GNMA II Certificate. Any principal prepayments on
any FHA Loans or VA Loans underlying a GNMA Certificate held in a Trust Fund or
any other early recovery of principal on such loans will be passed through to
the Trustee as the registered holder of such GNMA Certificate.
GNMA Certificates may be backed by graduated payment mortgage loans or by
Buydown Loans for which funds will have been provided (and deposited into escrow
accounts) for application to the payment of a portion of the borrowers' monthly
payments during the early years of such mortgage loan. Payments due the
registered holders of GNMA Certificates backed by pools containing Buydown Loans
will be computed in the same manner as payments derived from other GNMA
Certificates and will include amounts to be collected from both the borrower and
the related escrow account. The graduated payment mortgage loans will provide
for graduated interest payments that, during the early years of such mortgage
loans, will be less than the amount of stated interest on such mortgage loans.
The interest not so paid will be added to the principal of such graduated
payment mortgage loans and, together with interest thereon. will be paid in
subsequent years. The obligations of GNMA and of a GNMA Issuer will be the same
irrespective of whether the GNMA Certificates are backed by graduated payment
mortgage loans or Buydown Loans. No statistics comparable to the FHA's
prepayment experience on level payment, non-"buydown" mortgage loans are
available in respect of graduated payment or Buydown Loans. GNMA Certificates
related to a Series of Certificates may be held in book-entry form.
The GNMA Certificates included in a Trust Fund, and the related underlying
mortgage loans, may have characteristics and terms different from those
described above. Any such different characteristics and terms will be described
in the related Prospectus Supplement.
16
<PAGE> 97
Federal Home Loan Mortgage Corporation. FHLMC is a corporate
instrumentality of the United States created pursuant to Title III of the
Emergency Home Finance Act of 1970, as amended (the "FHLMC Act"). The common
stock of FHLMC is owned by the Federal Home Loan Banks and its preferred stock
is owned by stockholders of the Federal Home Loan Banks. FHLMC was established
primarily for the purpose of increasing the availability of mortgage credit for
the financing of urgently needed housing. It seeks to provide an enhanced degree
of liquidity for residential mortgage investments primarily by assisting in the
development of secondary markets for conventional mortgages. The principal
activity of FHLMC currently consists of the purchase of first lien conventional
mortgage loans or participation interests in such mortgage loans and the sale of
the mortgage loans or participations so purchased in the form of mortgage
securities, primarily FHLMC Certificates. FHLMC is confined to purchasing, so
far as practicable, mortgage loans that it deems to be of such quality, type and
class as to meet generally the purchase standards imposed by private
institutional mortgage investors.
FHLMC Certificates. Each FHLMC Certificate represents an undivided
interest in a pool of mortgage loans that may consist of first lien conventional
loans, FHA Loans or VA Loans (a "FHLMC Certificate group"). FHLMC Certificates
are sold under the terms of a Mortgage Participation Certificate Agreement. A
FHLMC Certificate may be issued under either FHLMC's Cash Program or Guarantor
Program.
Mortgage loans underlying the FHLMC Certificates held by a Trust Fund will
consist of mortgage loans with original terms to maturity of between 10 and 40
years. Each such mortgage loan must meet the applicable standards set forth in
the FHLMC Act. Such mortgage loans will be secured by loans on properties that
would qualify as Mortgaged Properties. A FHLMC Certificate group may include
whole loans, participation interests in whole loans and undivided interests in
whole loans and/or participations comprising another FHLMC Certificate group.
Under the Guarantor Program, any such FHLMC Certificate group may include only
whole loans or participation interests in whole loans.
FHLMC guarantees to each registered holder of a FHLMC Certificate the
timely payment of interest on the underlying mortgage loans to the extent of the
applicable certificate interest rate on the registered holder's pro rata share
of the unpaid principal balance outstanding on the underlying mortgage loans in
the FHLMC Certificate group represented by such FHLMC Certificate, whether or
not received. FHLMC also guarantees to each registered holder of a FHLMC
Certificate collection by such holder of all principal on the underlying
mortgage loans, without any offset or deduction, to the extent of such holder's
pro rata share thereof, but does not, except if and to the extent specified in
the related Prospectus Supplement for a Series of Certificates, guarantee the
timely payment of scheduled principal. Under FHLMC's Gold PC Program, FHLMC
guarantees the timely payment of principal based on the difference between the
pool factor published in the month preceding the month of distribution and the
pool factor published in such month of distribution. Pursuant to its guaranties,
FHLMC indemnifies holders of FHLMC Certificates against any diminution in
principal by reason of charges
17
<PAGE> 98
for property repairs, maintenance and foreclosure. FHLMC may remit the amount
due on account of its guaranty of collection of principal at any time after
default on an underlying mortgage loan, but not later than (i) 30 days following
foreclosure sale, (ii) 30 days following payment of the claim by any mortgage
insurer or (iii) 30 days following the expiration of any right of redemption,
whichever occurs later, but in any event no later than one year after demand has
been made upon the mortgagor for accelerated payment of principal. In taking
actions regarding the collection of principal after default on the mortgage
loans underlying FHLMC Certificates, including the timing of demand for
acceleration, FHLMC reserves the right to exercise its judgment with respect to
the mortgage loans in the same manner as for mortgage loans that it has
purchased but not sold. The length of time necessary for FHLMC to determine that
a mortgage loan should be accelerated varies with the particular circumstances
of each mortgagor, and FHLMC has not adopted standards which require that the
demand be made within any specified period.
FHLMC Certificates are not guaranteed by the United States or by any
Federal Home Loan Bank and do not constitute debts or obligations of the United
States or any Federal Home Loan Bank. The obligations of FHLMC under its
guaranty are obligations solely of FHLMC and are not backed by, or entitled to,
the full faith and credit of the United States. If FHLMC were unable to satisfy
such obligations, distributions to holders of FHLMC Certificates would consist
solely of payments and other recoveries on the underlying mortgage loans and,
accordingly, monthly distributions to holders of FHLMC Certificates would be
affected by delinquent payments and defaults on such mortgage loans.
Registered holders of FHLMC Certificates are entitled to receive their
monthly pro rata share of all principal payments on the underlying mortgage
loans received by FHLMC, including any scheduled principal payments, full and
partial prepayments of principal and principal received by FHLMC by virtue of
condemnation, insurance, liquidation or foreclosure. and repurchases of the
mortgage loans by FHLMC or the seller thereof. FHLMC is required to remit each
registered FHLMC certificateholder's pro rata share of principal payments on the
underlying mortgage loans, interest at the FHLMC pass-through rate and any other
sums such as prepayment fees, within 60 days of the date on which such payments
are deemed to have been received by FHLMC.
Under FHLMC's Cash Program, there is no limitation on the amount by which
interest rates on the mortgage loans underlying a FHLMC Certificate may exceed
the pass-through rate on the FHLMC Certificate. Under such program, FHLMC
purchases groups of whole mortgage loans from sellers at specified percentages
of their unpaid principal balances, adjusted for accrued or prepaid interest,
which when applied to the interest rate of the mortgage loans and participations
purchased results in the yield (expressed as a percentage) required by FHLMC.
The required yield, which includes a minimum servicing fee retained by the
servicer, is calculated using the outstanding principal balance. The range of
interest rates on the mortgage loans and participations in a FHLMC Certificate
group under the Cash Program will vary since mortgage loans and participations
are purchased and assigned to a FHLMC Certificate group based upon
18
<PAGE> 99
their yield to FHLMC rather than on the interest rate on the underlying mortgage
loans. Under FHLMC's Guarantor Program, the pass-through rate on a FHLMC
Certificate is established based upon the lowest interest rate on the underlying
mortgage loans, minus a minimum servicing fee and the amount of FHLMC's
management and guaranty income as agreed upon between the seller and FHLMC.
FHLMC Certificates duly presented for registration of ownership on or
before the last business day of a month are registered effective as of the first
day of the month. The first remittance to a registered holder of a FHLMC
Certificate will be distributed so as to be received normally by the 15th day of
the second month following the month in which the purchaser became a registered
holder of such FHLMC Certificate. Thereafter, such remittance will be
distributed monthly to the registered holder so as to be received normally by
the 15th day of each month. The Federal Reserve Bank of New York maintains
book-entry accounts with respect to FHLMC Certificates sold by FHLMC on or after
January 2, 1985, and makes payments of principal and interest each month to the
registered holders thereof in accordance with such holders' instructions.
The FHLMC Certificates included in a Trust Fund, and the related underlying
mortgage loans, may have characteristics and terms different from those
described above. Any such different characteristics and terms will be described
in the related Prospectus Supplement.
Federal National Mortgage Association. FNMA is a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, as amended. FNMA was originally established in
1938 as a United States government agency to provide supplemental liquidity to
the mortgage market and was transformed into a stockholder-owned and
privately-managed corporation by legislation enacted in 1968.
FNMA provides funds to the mortgage market primarily by purchasing mortgage
loans from lenders, thereby replenishing their funds for additional lending.
FNMA acquires funds to purchase mortgage loans from many capital market
investors that may not ordinarily invest in mortgages, thereby expanding the
total amount of funds available for housing. Operating nationwide, FNMA helps to
redistribute mortgage funds from capital-surplus to capital-short areas.
FNMA Certificates. FNMA Certificates are certificates ("Guaranteed
Mortgage Pass-Through Certificates") issued and guaranteed as to timely payment
and principal by FNMA and represent fractional undivided interests in a pool of
mortgage loans formed by FNMA. Each mortgage loan must meet the applicable
standards of the FNMA purchase program. Mortgage loans comprising a pool are
either provided by FNMA from its own portfolio or purchased pursuant to the
criteria of the FNMA purchase program.
Mortgage loans underlying FNMA Certificates held by a Trust Fund will
consist of conventional mortgage loans, FHA Loans or VA Loans. Original
maturities of substantially all of the conventional, level payment mortgage
loans underlying a FNMA Certificate are expected to be between either 8 to 15
years or 20 to 40 years. The
19
<PAGE> 100
original maturities of substantially all of the fixed rate, level payment FHA
Loans or VA Loans are expected to be 30 years. Such mortgage loans will be
secured by properties that would qualify as Mortgaged Properties.
Mortgage loans underlying a FNMA Certificate may have annual interest rates
that vary by as much as two percentage points from each other. The rate of
interest payable on a FNMA Certificate is equal to the lowest interest rate of
any mortgage loan in the related pool, less a specified minimum annual
percentage representing servicing compensation and FNMA's guaranty fee. Under a
regular servicing option (pursuant to which the mortgagee or each other servicer
assumes the entire risk of foreclosure losses), the annual interest rates on the
mortgage loans underlying a FNMA Certificate will be between 50 basis points and
250 basis points greater than is its annual pass-through rate and under a
special servicing option (pursuant to which FNMA assumes the entire risk for
foreclosure losses), the annual interest rates on the mortgage loans underlying
a FNMA Certificate will generally be between 55 basis points and 255 basis
points greater than the annual FNMA Certificate pass-through rate. If specified
in the related Prospectus Supplement, FNMA Certificates may be backed by
adjustable rate mortgages.
FNMA guarantees to each registered holder of a FNMA Certificate that it
will distribute amounts representing such holder's proportionate share of
scheduled principal and interest payments at the applicable pass-through rate
provided for by such FNMA Certificate on the underlying mortgage loans, whether
or not received, and such holder's proportionate share of the full principal
amount of any foreclosed or other finally liquidated mortgage loan, whether or
not such principal amount is actually recovered. The obligations of FNMA under
its guaranties are obligations solely of FNMA and are not backed by, or entitled
to, the full faith and credit of the United States. Although the Secretary of
the Treasury of the United States has discretionary authority to lend FNMA up to
$2.25 billion outstanding at any time, neither the United States nor any agency
thereof is obligated to finance FNMA's operations or to assist FNMA in any other
manner. If FNMA were unable to satisfy its obligations, distributions to holders
of FNMA Certificates would consist solely of payments and other recoveries on
the underlying mortgage loans and, accordingly, monthly distributions to holders
of FNMA Certificates would be affected by delinquent payments and defaults on
such mortgage loans.
FNMA Certificates evidencing interests in pools of mortgage loans formed on
or after May 1, 1985 (other than FNMA Certificates backed by pools containing
graduated payment mortgage loans or mortgage loans secured by multifamily
projects) are available in book-entry form only. Distributions of principal and
interest on each FNMA Certificate will be made by FNMA on the 25th day of each
month to the persons in whose name the FNMA Certificate is entered in the books
of the Federal Reserve Banks (or registered on the FNMA Certificate register in
the case of fully registered FNMA Certificates) as of the close of business on
the last day of the preceding month. With respect to FNMA Certificates issued in
book-entry form, distributions thereon will be
20
<PAGE> 101
made by wire, and with respect to fully registered FNMA Certificates,
distributions thereon will be made by check.
The FNMA Certificates included in a Trust Fund, and the related underlying
mortgage loans, may have characteristics and terms different from those
described above. Any such different characteristics and terms will be described
in the related Prospectus Supplement.
Stripped Mortgage-Backed Securities. Agency Securities may consist of one
or more stripped mortgage-backed securities, each as described herein and in the
related Prospectus Supplement. Each such Agency Security will represent an
undivided interest in all or part of either the principal distributions (but not
the interest distributions) or the interest distributions (but not the principal
distributions), or in some specified portion of the principal and interest
distributions (but not all of such distributions) on certain FHLMC, FNMA or GNMA
Certificates. The underlying securities will be held under a trust agreement by
FHLMC, FNMA or GNMA, each as trustee, or by another trustee named in the related
Prospectus Supplement. FHLMC, FNMA or GNMA will guarantee each stripped Agency
Security to the same extent as such entity guarantees the underlying securities
backing such stripped Agency Security.
Other Agency Securities. If specified in the related Prospectus
Supplement, a Trust Fund may include other mortgage pass-through certificates
issued or guaranteed by GNMA, FNMA or FHLMC. The characteristics of any such
mortgage pass-through certificates will be described in such Prospectus
Supplement. If so specified. a combination of different types of Agency
Securities may be held in a Trust Fund.
SUBSTITUTION OF MORTGAGE ASSETS
Substitution of Mortgage Assets will be permitted in the event of breaches
of representations and warranties with respect to any original Mortgage Asset or
in the event the documentation with respect to any Mortgage Asset is determined
by the Trustee to be incomplete. The period during which such substitution will
be permitted generally will be indicated in the related Prospectus Supplement.
The related Prospectus Supplement will describe any other conditions upon which
Mortgage Assets may be substituted for Mortgage Assets initially included in the
Trust Fund.
USE OF PROCEEDS
The net proceeds to be received from the sale of the Certificates of a
Series will be applied by the Depositor to the purchase of the related Mortgage
Assets. The Depositor expects to sell Certificates in Series from time to time,
but the timing and amount of offerings of Certificates will depend on a number
of factors, including the volume of Mortgage Assets acquired by the Depositor,
prevailing interest rates, availability of funds and general market conditions.
21
<PAGE> 102
THE DEPOSITOR
Mellon Residential Funding Corporation, a Delaware corporation (the
"Depositor"), was incorporated on March 11, 1997 for the limited purpose of
acquiring, owning and transferring Mortgage Assets and selling interests therein
or bonds secured thereby. The Depositor is an indirect subsidiary of Mellon
Bank, N.A., a national banking association. The Depositor maintains its
principal office at One Mellon Bank Center, Room 410, Pittsburgh, Pennsylvania
15258. Its telephone number is (412) 236-6559.
22
<PAGE> 103
MORTGAGE LOAN PROGRAM
The Mortgage Loans will have been purchased by the Depositor, either
directly or through affiliates, from Sellers. Whenever used in this Prospectus,
"Seller" will refer to the originator of the related Mortgage Assets unless the
context otherwise requires. Unless otherwise specified in the related Prospectus
Supplement, the Mortgage Loans so acquired by the Depositor will have been
originated in accordance with the underwriting criteria specified below under
"Underwriting Standards."
UNDERWRITING STANDARDS
General. Each Seller will represent and warrant that the origination,
underwriting and collection practices with respect to each Mortgage Loan
originated and/or sold by it to the Depositor or one of its affiliates have been
in all respects legal, prudent and customary in the mortgage lending and
servicing business. As to any Mortgage Loan insured by the FHA or partially
guaranteed by the VA, the Seller will represent that it has complied with
underwriting policies of the FHA or the VA, as the case may be.
Underwriting standards are applied by or on behalf of a lender to evaluate
the borrower's credit standing and repayment ability, and the value and adequacy
of the mortgaged property as collateral. In general, a prospective borrower
applying for a mortgage loan is required to fill out a detailed application
designed to provide to the underwriting officer pertinent credit information. As
part of the description of the borrower's financial condition, the borrower
generally is required to provide a current list of assets and liabilities and a
statement of income and expenses, as well as an authorization to apply for a
credit report which summarizes the borrower's credit history with local
merchants and lenders and any record of bankruptcy. In most cases, an employment
verification is obtained from an independent source (typically the borrower's
employer), which verification reports the length of employment with that
organization, the borrower's current salary and whether it is expected that the
borrower will continue such employment in the future. If a prospective borrower
is self-employed, the borrower may be required to submit copies of signed tax
returns. The borrower may also be required to authorize verification of deposits
at financial institutions where the borrower has demand or savings accounts.
In determining the adequacy of the mortgaged property as collateral, an
appraisal is made of each property considered for financing. The appraiser is
required to inspect the property and verify that it is in good repair and that
construction, if new, has been completed. The appraisal is based on the market
value of comparable homes, the estimated rental income (if considered applicable
by the appraiser) and the cost of replacing the home.
Once all applicable employment, credit and property information is
received, a determination generally is made as to whether the prospective
borrower has sufficient monthly income available (i) to meet the borrower's
monthly obligations on the proposed mortgage loan (generally determined on the
basis of the monthly payments due in the year of origination) and other expenses
related to the mortgaged property (such as property taxes and hazard insurance)
and (ii) to meet monthly housing expenses and
23
<PAGE> 104
other financial obligations and monthly living expenses. The underwriting
standards applied by Sellers, particularly with respect to the level of loan
documentation and the mortgagor's income and credit history, may be varied in
appropriate cases where factors such as low Loan-to-Value Ratios or other
favorable credit exist.
In the case of a Mortgage Loan secured by a leasehold interest in real
property, the title to which is held by a third party lessor, the Seller will
represent and warrant, among other things, that the remaining term of the lease
and any sublease is at least five years longer than the remaining term on the
Mortgage Note.
Certain of the types of Mortgage Loans that may be included in a Trust Fund
are recently developed and may involve additional uncertainties not present in
traditional types of loans. For example. certain of such Mortgage Loans may
provide for escalating or variable payments by the Mortgagor. These types of
Mortgage Loans are underwritten on the basis of a judgment that the Mortgagors
have the ability to make the monthly payments required initially. In some
instances, however, a Mortgagor's income may not be sufficient to permit
continued loan payments as such payments increase. These types of Mortgage Loans
may also be underwritten primarily upon the basis of Loan-to-Value Ratios or
other favorable credit factors.
Mellon Mortgage Company. Mellon Mortgage Company ("Mellon Mortgage"), a
Colorado corporation, is an indirect wholly-owned subsidiary of Mellon Bank,
N.A. Its executive offices are located at 1900 St. James Place, Houston, Texas
77056. Mellon Mortgage originates and services conforming and nonconforming
residential mortgage loans. Mellon Mortgage also provides financing for the
acquisition, development and construction of commercial and residential
properties. Set forth below is a description of the underwriting practices of
Mellon Mortgage with respect to nonconforming residential mortgage loans.
Mellon Mortgage originates mortgage loans directly through its network of
branch offices ("retail") and indirectly through mortgage loan brokers and
correspondents ("wholesale"). Mellon Mortgage's retail operations are organized
under three regional operating centers located in Portland, Oregon, Houston,
Texas, and Pittsburgh, Pennsylvania. Mellon Mortgage's wholesale purchases from
correspondents are conducted through a wholesale regional operating center in
Houston, Texas, while its purchases from mortgage loan brokers are conducted
through separate wholesale regional operating centers located in the same cities
as the retail regional origination centers and in Walnut Creek, California.
Mellon Mortgage offers 15 and 30 year fixed and adjustable rate mortgage
loans with maximum loan balances of $1,000,000. The rates on the adjustable
mortgage loans are subject to adjustment based on changes in the level of the
weekly average yield on United States Treasury Securities adjusted to a constant
maturity of one year ("CMT"), provided that the mortgage rates may be fixed for
a period of one, three, five, seven or ten years before the first adjustment.
Eligible properties include primary residences and second homes that are
detached, semi-detached or attached properties, units in condominiums, planned
unit developments and de minimis planned unit developments, rural properties (in
accordance with FNMA guidelines). Mellon Mortgage generally
24
<PAGE> 105
does not originate or acquire mortgage loans secured by investment properties,
cooperatives, manufactured housing or three-to four-family properties.
Mellon Mortgage originates or acquires fixed rate loans with loan-to-value
ratios of up to 95% for loans secured by primary residences and up to 90% for
loans secured by second homes. Maximum loan-to-value ratios for adjustable rate
loans are 90% for loans secured by primary residences, 80% for loans, including
loans with interest rates that adjust one year after origination secured by
second homes and 90% for loans with first adjustment dates that are delayed for
longer than one year after origination and are secured by second homes. The
maximum permitted loan-to-value ratio generally decreases with increases in the
loan balance. The maximum loan-to-value ratio for fixed and adjustable rate cash
out refinance loans secured by primary residences is limited to 75%. Mellon
Mortgage does not originate or acquire cash out refinance loans secured by
second homes. Mellon Mortgage generally requires primary mortgage insurance on
loans with original loan-to-value ratios in excess of 80%.
Mellon Mortgage permits borrowers to buy down the mortgage rate for no more
than the first three years of the loan. The mortgage rate may be reduced no more
than two percentage points for each year of the buy-down period. Temporary
buy-downs are not available on certain adjustable rate mortgage loans.
Mellon Mortgage offers two documentation programs: Full Documentation and
Alternative Documentation. The Alternative Documentation Program provides for
alternative means of verifying income (pay-stubs), sources of the down payment
(bank statements), employment (telephonic verification) and mortgage payment
history (cancelled checks for the prior 12 months). Mellon Mortgage also offers
a No Income Verification Program that is limited to self-employed borrowers
requesting a loan in an amount between $227,151 and $650,000 and secured by the
borrower's primary residence with an original loan-to-value ratio not in excess
of 70% for fixed rate loans and 65% for adjustable rate loans.
All loans originated or acquired by Mellon Mortgage are underwritten using
the same underwriting policies. In its underwriting, Mellon Mortgage focuses
primarily on the willingness and ability of the applicant to repay the loan and
on the nature and value of the property offered as security for the loan. Mellon
Mortgage does not require a spotless credit history in order to be considered
for a loan. Mellon Mortgage analyzes the applicant's credit history generally
over the prior 24 months unless there are major indications of derogatory
credit. The credit history can be considered acceptable if during the past 12
months the applicant has had: no payments 60 days or more past due and no more
than two payments 30 days past due for all revolving credit accounts; no
payments 60 days or more past due and no more than one payment 30 days past due
for all installment credit accounts; and no payments past due for housing debt.
If a credit history reflects a consistent pattern of slow payments, each major
indication of derogatory credit must be satisfactorily explained. Although
Mellon Mortgage obtains a credit bureau score on each applicant, the credit
bureau score is only a factor considered by the underwriter.
25
<PAGE> 106
In assessing the applicant's ability to repay the loan, Mellon Mortgage
uses a housing expense-to-income ratio and a total obligation-to-income ratio.
The benchmark ratios are 28% and 36%, respectively, for adjustable rate loans
with loan-to-value ratios greater than 80% but less than or equal to 90%, and
33% and 38%, respectively, for adjustable rate loans with loan-to-value ratios
less than or equal to 80%. The benchmark ratios for fixed rate loans with
loan-to-value ratios greater than 90% but less than or equal to 95% are 28% and
36%, respectively, and 33% and 38%, respectively, for fixed rate loans with
loan-to-value ratios less than or equal to 90%. The benchmark ratios may be
exceeded where compensating factors are present.
Mellon Mortgage generally requires a full appraisal conforming to FNMA or
FHLMC guidelines for every loan. Exceptions are accepted based on automated
underwriting through FNMA or FHLMC. All appraisals are conducted by fee-based
appraisers who must meet the education and experience requirements of the
Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended
("FIRREA") and are licensed or certified in the locations in which the
properties are located.
Boston Safe. Boston Safe Deposit and Trust Company ("Boston Safe"), a
wholly-owned, indirect subsidiary of Mellon Bank Corporation, is a Massachusetts
trust company engaged in the business of originating nonconforming,
custom-tailored residential mortgage loans to individuals with high net worths
and/or annual incomes. Its executive offices are located at One Boston Place,
Boston, Massachusetts 02108. Boston Safe originates mortgage loans through ten
regional offices.
The underwriting process is intended to assess both the prospective
borrower's credit standing and ability to repay, and the value and adequacy of
the mortgaged property as collateral. In underwriting a Mortgage Loan, Boston
Safe relies primarily on the borrower's ability to repay the loan, determined by
analyzing the borrower's cash flow with particular emphasis on verifiable,
stable cash income, liquidity and overall financial condition and the value of
the mortgaged property as a measure of the extent of its recovery in the event
of a default. In determining the adequacy of the property as collateral for a
loan, appraisals are obtained from qualified outside appraisers approved by
Boston Safe. The qualifications of appraisers are reviewed at least annually.
Eligible properties are limited to single family residences, individual
units in condominiums and individual units in cooperatives. Boston Safe's
appraisal requirements typically exceed FNMA/FHLMC guidelines. Multiple
appraisals may be required depending upon the loan amount and the location of
the mortgaged property. The appraiser inspects the interior and exterior of the
property and prepares a report that includes a market data analysis based on
recent sales of comparable homes and, in certain cases, a cost analysis based on
the current cost of constructing a similar home. This report is reviewed by a
representative of Boston Safe, who makes a final determination regarding the
appraised value of the home.
Each prospective borrower submits an application package that includes the
applicant's federal income tax returns for at least the last two years
(self-employed individuals are generally required to submit their personal and
business tax returns for the past three years) and information with respect to
the applicant's bank and brokerage
26
<PAGE> 107
accounts, assets, liabilities, credit history and income/employment history. To
establish the applicant's ability to make timely payments, Boston Safe obtains a
credit report on each borrower. Boston Safe verifies the income, current
employment and liquid assets of the applicant. Boston Safe will generally obtain
a verification of mortgage for mortgage loans not reported on the credit report.
Information relative to adverse credit and legal actions must be explained in
writing by the applicant and must be acceptable to Boston Safe. The origination
process also requires that adequate title insurance, standard fire and hazard
insurance and, where necessary, flood insurance be obtained and maintained by
the borrower.
Once all applicable employment, credit and property information is
received, a determination is made as to whether the prospective borrower has (i)
sufficient income available to meet both housing and total debt obligations and
(ii) sufficient post-loan liquidity. Boston Safe generally requires that the
applicant's total housing related expenses and other current obligations not
exceed 38% of the applicant's stable income. However, a high ratio of expenses
to income will not disqualify an applicant if other factors indicating the
applicant's ability to make the mortgage payments are present. Boston Safe also
focuses on the post-loan liquidity ("PLL") condition of the borrower equal to
the excess of the borrower's verified liquid assets after netting out any margin
debt and remaining transaction costs. Boston Safe generally requires a PLL equal
to 6 to 36 months of the borrower's total debt service depending on the size of
the loan.
The amount of the loan is limited by Boston Safe to an applicable
loan-to-value ratio, which is equal to the original principal balance of the
mortgage loan divided by (i) in the case of a mortgage loan to refinance an
existing mortgage loan, the appraised value of the mortgaged property determined
at the time of application as reviewed by a representative of Boston Safe or
(ii) in the case of a mortgage loan to purchase a residence, the lesser of the
appraised value as reviewed by a representative of Boston Safe or the sales
price of the residence.
The maximum loan-to-value ratios permitted by Boston Safe's underwriting
guidelines vary depending on the amount of the loan as follows: up to
$650,000-80%; $650,001 to $1,000,000-75%; $1,000,001 to $1,100,000-70%;
$1,100,001 to $1,600,000-65%; $1,600,001 to $3,000,000-60%; and over
$3,000,000-50%. Boston Safe's underwriting guidelines require generally lower
maximum loan-to-value ratios in resort markets and for cooperative loans. In
some cases, Boston Safe may make a loan secured by a unit in a cooperative where
the cooperative does not permit and/or does not recognize the security interest
granted to secure the loan. Boston Safe requires that borrowers pledge
additional collateral ("Additional Collateral") to secure a mortgage loan to the
extent that the loan-to-value ratio of such mortgage loan would otherwise exceed
the applicable maximum loan-to-value ratio. Additional Collateral may include
publicly traded stocks, corporate and municipal bonds, government securities,
commercial paper, bank deposits, trust accounts and mutual funds. The
loan-to-value ratio of a mortgage loan secured in part by Additional Collateral
may, with respect to the real property securing such loan, be up to 100%. Boston
Safe has no formal policy specifying a minimum loan-to-value ratio with respect
to the real property value, but with rare
27
<PAGE> 108
exceptions, not more than 20% of the required collateral for a loan will be
comprised of Additional Collateral.
The market value of Additional Collateral required to be pledged ranges,
depending on collateral type, from 100% to 167% of the portion of the related
mortgage loan balance not secured by real estate or shares in a Cooperative. For
example, if a borrower is seeking a loan of $500,000, the maximum permitted
loan-to-value ratio is 80%. If the value of the property is $500,000, the
loan-to-value ratio would be 100% and the borrower would be required to pledge
at least $125,000 of Additional Collateral so that the loan-to-value ratio,
taking into account the property and the Additional Collateral, would be reduced
to 80%. The Additional Collateral would be required to have a market value of
$138,750 to $208,750, depending on the type of Additional Collateral, to account
for possible fluctuations in such market value. All Additional Collateral is
valued on a daily basis; if the market value of such collateral with respect to
any mortgage loan declines below specified levels, the related borrower is
required to pledge sufficient Additional Collateral to meet such levels or to
reduce the loan to an acceptable level. Boston Safe (or, if such Mortgage Loans
have been included in a Trust Fund, the Master Servicer) will generally release
the lien on some or all of the Additional Collateral securing a mortgage loan
if, within three to five years after origination of such loan, the borrower
meets certain requirements and the loan-to-value ratio has been reduced due to
(i) an increase in the appraised value of the real property securing such
mortgage loan or (ii) prepayment by the borrower of a portion of the loan
balance. After five years have elapsed following origination of a mortgage loan,
Boston Safe (or, if such Mortgage Loans have been included in a Trust Fund, the
Master Servicer) may, at its option, liquidate all or part of the related
Additional Collateral in order to reduce the outstanding loan balance to a level
within the applicable loan-to-value guidelines. The decision whether or not to
liquidate the Additional Collateral after five years will be based on the
borrower's payment history for the mortgage loan, the appraised value of the
property and market conditions affecting disposition of the Additional
Collateral.
The security interests in all Additional Collateral pledged to secure the
Mortgage Loans in a Trust Fund will be assigned to the Trustee. However, because
Boston Safe will continue to hold such Additional Collateral as custodian on
behalf of the Trustee, the Trustee may not have a perfected security interest in
such Additional Collateral due to the lack of delivery.
Investors should consider that certain terms of Additional Collateral may
be restricted securities, the disposition of which is subject to limitations
under federal securities laws. In addition, due to changes in the market
conditions, Additional Collateral pledged to secure a Mortgage Loan may not be
readily marketable at the time that the related borrower defaults on such
Mortgage Loan and foreclosure proceedings are commenced. In such event, if a
REMIC election has been made with respect to the Trust Fund, such Trust Fund
will be prohibited from selling such Additional Collateral and losses to
Certificateholders may result.
None of the Mortgage Loans originated by Boston Safe are covered by primary
mortgage insurance policies.
28
<PAGE> 109
UNAFFILIATED SELLERS
If the Mortgage Loans in a Trust Fund are being sold to the Depositor by an
unaffiliated Seller, such Seller's underwriting guidelines will be described in
the related Prospectus Supplement.
QUALIFICATIONS OF SELLERS
Each Seller must be an institution experienced in originating and servicing
mortgage loans of the type contained in the related Mortgage Pool in accordance
with accepted practices and prudent guidelines, and must maintain satisfactory
facilities to originate and service those mortgage loans. Each Seller must be a
seller/servicer approved by either FNMA or FHLMC, a mortgagee approved by the
FHA or an institution the deposit accounts of which are insured by the Federal
Deposit Insurance Corporation.
REPRESENTATIONS BY SELLERS; REPURCHASES
Each Seller will have made representations and warranties with respect to
the Mortgage Loans sold by such Seller and evidenced by a Series of
Certificates. Such representations and warranties generally will include, among
other things: (i) that title insurance (or in the case of Mortgaged Properties
located in areas where such policies are generally not available, an attorney's
certificate of title) and any required hazard insurance policy and Primary
Mortgage Insurance Policy were effective at the origination of each Mortgage
Loan other than Cooperative Loans, and that each policy (or certificate of title
as applicable) remained in effect on the date of purchase of the Mortgage Loan
from the Seller by or on behalf of the Depositor; (ii) that the Seller had good
title to each such Mortgage Loan and such Mortgage Loan was subject to no
offsets, defenses, counterclaims or rights of rescission except to the extent
that any buydown agreement described herein may forgive certain indebtedness of
a Mortgagor; (iii) that each Mortgage Loan constituted a valid lien on, or a
perfected security interest with respect to, the Mortgaged Property (subject
only to permissible title insurance exceptions, if applicable, and certain other
exceptions described in the Agreement) and that the Mortgaged Property was free
from damage and was in good repair; (iv) that there were no delinquent tax or
assessment liens against the Mortgaged Property; (v) that no required payment on
a Mortgage Loan was more than 31 days delinquent at any time during the twelve
months prior to the Cut-off Date; and (vi) that each Mortgage Loan was made in
compliance with, and is enforceable under, all applicable local, state and
federal laws and regulations in all material respects.
If so specified in the related Prospectus Supplement, the representations
and warranties of a Seller in respect of a Mortgage Loan will be made not as of
the Cut-off Date but as of the date on which such Seller sold the Mortgage Loan
to the Depositor or one of its affiliates. Under such circumstances, a
substantial period of time may have elapsed between such date and the date of
initial issuance of the Series of Certificates evidencing an interest in such
Mortgage Loan. Since the representations and warranties of a Seller do not
address events that may occur following the sale of a Mortgage Loan by such
Seller, its repurchase obligation described below will not arise if the relevant
29
<PAGE> 110
event that would otherwise have given rise to such an obligation with respect to
a Mortgage Loan occurs after the date of sale of such Mortgage Loan by such
Seller to the Depositor or its affiliates. However, the Depositor will not
include any Mortgage Loan in the Trust Fund for any Series of Certificates if
anything has come to the Depositor's attention that would cause it to believe
that the representations and warranties of a Seller will not be accurate and
complete in all material respects in respect of such Mortgage Loan as of the
date of initial issuance of the related Series of Certificates. If the Master
Servicer is also a Seller of Mortgage Loans with respect to a particular Series,
such representations will be in addition to the representations and warranties
made by the Master Servicer in its capacity as the Master Servicer.
The Master Servicer or the Trustee, if the Master Servicer is the Seller,
will promptly notify the relevant Seller of any breach of any representation or
warranty made by such Seller in respect of a Mortgage Loan that materially and
adversely affects the interests of the Certificateholders in such Mortgage Loan.
If such Seller cannot cure such breach within 90 days after notice from the
Master Servicer or the Trustee, as the case may be, then such Seller will be
obligated to repurchase such Mortgage Loan from the Trust Fund at a price (the
"Purchase Price") equal to 100% of the outstanding principal balance thereof as
of the date of the repurchase plus accrued interest thereon to the first day of
the month in which the Purchase Price is to be distributed at the Mortgage Rate
(less any unreimbursed Advances or amount payable as related servicing
compensation if the Seller is the Master Servicer with respect to such Mortgage
Loan). Except in those cases in which the Master Servicer is the Seller, the
Master Servicer will be required under the applicable Agreement to enforce this
obligation for the benefit of the Trustee and the Certificateholders, following
the practices it would employ in its good faith business judgment were it the
owner of such Mortgage Loan. This repurchase obligation will constitute the sole
remedy available to Certificateholders or the Trustee for a breach of
representation by a Seller.
Neither the Depositor nor the Master Servicer (unless the Master Servicer
is the Seller) will be obligated to purchase a Mortgage Loan if a Seller
defaults on its obligation to do so, and no assurance can be given that Sellers
will carry out their respective repurchase obligations with respect to Mortgage
Loans. However, to the extent that a breach of a representation and warranty of
a Seller may also constitute a breach of a representation made by the Master
Servicer, the Master Servicer may have a repurchase obligation as described
below under "The Pooling and Servicing Agreement -- Assignment of Mortgage
Assets."
DESCRIPTION OF THE CERTIFICATES
Each Series of Certificates will be issued pursuant to an Agreement, dated
as of the related Cut-off Date, among the Depositor, the Master Servicer and the
Trustee for the benefit of the holders of the Certificates of such Series. The
provisions of each Agreement will vary depending upon the nature of the
Certificates to be issued thereunder and the nature of the related Trust Fund. A
form of an Agreement is an exhibit to the Registration Statement of which this
Prospectus is a part. The following
30
<PAGE> 111
summaries describe the material provisions that may appear in each Agreement.
The Prospectus Supplement for a Series of Certificates will describe any
provision of the Agreement relating to such Series that materially differs from
the description thereof contained in this Prospectus. 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 Agreement for each Series of
Certificates and the applicable Prospectus Supplement. The Depositor will
provide a copy of the Agreement (without exhibits) relating to any Series
without charge upon written request of a holder of record of a Certificate of
such Series addressed to Mellon Residential Funding Corporation, One Mellon Bank
Center, Room 410, Pittsburgh, Pennsylvania 15258, Attention: Secretary.
GENERAL
The Certificates of each Series will be issued in either fully registered
or book-entry form in the authorized denominations specified in the related
Prospectus Supplement, will evidence specified beneficial ownership interests in
the Trust Fund created pursuant to the related Agreement and will not be
entitled to payments in respect of the assets included in any other Trust Fund
established by the Depositor. The Certificates will not represent obligations of
the Depositor or any affiliate of the Depositor. The Mortgage Assets will not be
insured or guaranteed by any governmental entity or other person, unless
otherwise specified in the related Prospectus Supplement. Each Trust Fund will
consist of, to the extent provided in the related Agreement, (i) the Mortgage
Assets that from time to time are subject to the related Agreement (exclusive of
any amounts specified in the related Prospectus Supplement (the "Retained
Interest")); (ii) such assets as from time to time are required to be deposited
in the related Certificate Account; ( iii ) property that secured a Mortgage
Loan and that is acquired on behalf of the Certificateholders by foreclosure or
deed in lieu of foreclosure; and (iv) any Primary Mortgage Insurance Policies,
FHA Insurance and VA Guaranties. and any other insurance policies or other forms
of credit enhancement required to be maintained pursuant to the related
Agreement. A Trust Fund may also include one or more of the following:
reinvestment income on payments received on the Mortgage Assets, a reserve fund,
a mortgage pool insurance policy, a special hazard insurance policy, a
bankruptcy bond, a certificate insurance policy or financial instruments.
Each Series of Certificates will be issued in one or more classes. Each
class of Certificates of a Series will evidence beneficial ownership of a
specified percentage (which may be 0%) or portion of future interest payments
and a specified percentage (which may be 0%) or portion of future principal
payments on the Mortgage Assets in the related Trust Fund. A Series of
Certificates may include one or more classes that are senior in right to payment
to one or more other classes of Certificates of such Series. Certain Series or
classes of Certificates may be covered by insurance policies, surety bonds or
other forms of credit enhancement, in each case as described herein and in the
related Prospectus Supplement. One or more classes of Certificates of a Series
may be entitled to receive distributions of principal, interest or any
combination thereof. Distributions on one or more classes of a Series of
Certificates may be made prior to one or more other classes, after the
occurrence of specified events, in accordance with a
31
<PAGE> 112
schedule or formula, on the basis of collections from designated portions of the
Mortgage Assets in the related Trust Fund, or on a different basis, in each case
as specified in the related Prospectus Supplement. The timing and amounts of
such distributions may vary among classes or over time as specified in the
related Prospectus Supplement.
Distributions of principal and interest (or, where applicable, of principal
only or interest only) on the related Certificates will be made by the Trustee
or a paying agent monthly, quarterly, semi-annually or at such other intervals
and on the dates as are specified in the Prospectus Supplement (each, a
"Distribution Date") in proportion to the percentages specified in the related
Prospectus Supplement. Distributions will be made to the persons in whose names
the Certificates are registered at the close of business on the dates specified
in the related Prospectus Supplement (each, a "Record Date"). Distributions will
be made by check or money order mailed to the persons entitled thereto at the
address appearing in the register maintained for holders of Certificates (the
"Certificate Register") or, if specified in the related Prospectus Supplement,
in the case of Certificates that are of a certain minimum denomination, upon
written request by the Certificateholder, by wire transfer or by such other
means as are described therein; provided, however, that the final distribution
in retirement of the Certificates will be made only upon presentation and
surrender of the Certificates at the office or agency of the Trustee or other
person specified in the notice to Certificateholders of such final distribution.
The Certificates will be freely transferable and exchangeable at the
Corporate Trust Office of the Trustee as set forth in the related Prospectus
Supplement. No service charge will be made for any registration of exchange or
transfer of Certificates of any Series, but the Trustee may require payment of a
sum sufficient to cover any related tax or other governmental charge.
Under current law the purchase and holding by or on behalf of any employee
benefit plan or other retirement arrangement (including individual retirement
accounts and annuities, Keogh plans and collective investment funds in which
such plans, accounts or arrangements are invested) subject to provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") or the
Internal Revenue Code of 1986, as amended (the "Code") of certain classes of
Certificates may result in "prohibited transactions" within the meaning of ERISA
and the Code. See "ERISA Considerations" herein. Unless otherwise specified in
the related Prospectus Supplement, transfer of such Certificates will not be
registered unless the transferee (i) represents that it is not, and is not
purchasing on behalf of, any such plan, account or arrangement or (ii) provides
an opinion of counsel satisfactory to the Trustee and the Depositor that the
purchase of such Certificates by or on behalf of such plan, account or
arrangement is permissible under applicable law and will not subject the
Trustee, the Master Servicer or the Depositor to any obligation or liability in
addition to those undertaken in the Agreement.
As to each Series, an election may be made to treat the related Trust Fund
or designated portions thereof as a "real estate mortgage investment conduit"
("REMIC") as defined in the Code. The related Prospectus Supplement will specify
whether a
32
<PAGE> 113
REMIC election is to be made. Alternatively, the Agreement for a Series may
provide that a REMIC election may be made at the discretion of the Depositor or
the Master Servicer and may be made only if certain conditions are satisfied. As
to any such Series, the terms and provisions applicable to the making of a REMIC
election, as well as any material federal income tax consequences to
Certificateholders not otherwise described herein, will be set forth in the
related Prospectus Supplement. If such an election is made with respect to a
Series, one of the classes will be designated as evidencing the sole class of
"residual interests" in the related REMIC, as defined in the Code. All other
classes of Certificates in such a Series will constitute "regular interests" in
the related REMIC, as defined in the Code. As to each Series with respect to
which a REMIC election is to be made, the Master Servicer or a holder to the
related residual certificate will be obligated to take all actions required in
order to comply with applicable laws and regulations and will be obligated to
pay any prohibited transaction taxes, subject to reimbursement as provided in
the Agreement. The Master Servicer, unless otherwise specified in the related
Prospectus Supplement, will be entitled to reimbursement for any such payment
from the assets of the Trust Fund or from any holder of the related residual
certificate.
DISTRIBUTIONS ON CERTIFICATES
General. In general, the method of determining the amount of
distributions on a particular Series of Certificates will depend on the type of
credit support, if any, that is used with respect to such Series. See "Credit
Enhancement" herein and in the related Prospectus Supplement. Set forth below
are descriptions of various methods that may be used to determine the amount of
distributions on the Certificates of a particular Series. The Prospectus
Supplement for each Series of Certificates will describe the method to be used
in determining the amount of distributions on the Certificates of such Series.
Distributions allocable to principal of and interest on the Certificates
will be made by the Trustee out of, and only to the extent of, funds in the
related Certificate Account, including any funds transferred from any credit
enhancement. As between Certificates of different classes and as between
distributions of principal (and, if applicable, between distributions of
Principal Prepayments and scheduled payments of principal) and interest,
distributions made on any Distribution Date will be applied as specified in the
related Prospectus Supplement. Distributions to any class of Certificates will
be made pro rata to all Certificateholders of that class.
Available Funds. All distributions on the Certificates of each Series on
each Distribution Date will be made from the Available Funds, in accordance with
the terms described in the related Prospectus Supplement and specified in the
Agreement. "Available Funds" for each Distribution Date will generally equal the
amount on deposit in the related Certificate Account on such Distribution Date
(net of related fees and expenses payable by the related Trust Fund) other than
amounts to be held therein for distribution on future Distribution Dates.
Distributions of Interest. Interest generally will accrue on the
aggregate original balance of the Certificates (the "Certificate Balance") (or,
in the case of Certificates
33
<PAGE> 114
entitled only to distributions allocable to interest, the aggregate notional
amount) of each class of Certificates (the "Class Certificate Balance") entitled
to interest at the rate (which may be a fixed rate or a rate adjustable as
specified in such Prospectus Supplement) (the "Pass-Through Rate") from the date
and for the periods specified in such Prospectus Supplement. To the extent funds
are available therefor, interest accrued during each such specified period on
each class of Certificates entitled to interest (other than a class of
Certificates that provides for interest that accrues, but is not currently
payable, referred to hereafter as "Accrual Certificates") will be distributable
on the Distribution Dates specified in the related Prospectus Supplement until
the Class Certificate Balance of such class has been distributed in full or, in
the case of Certificates entitled only to distributions allocable to interest,
until the aggregate notional amount of such Certificates is reduced to zero or
for the period of time designated in the related Prospectus Supplement. The
original Certificate Balance of each Certificate will equal the aggregate
distributions allocable to principal to which such Certificate is entitled.
Distributions allocable to interest on each Certificate that is not entitled to
distributions is allocable to principal generally will be calculated based on
the notional amount of such Certificate. The notional amount of a Certificate
will not evidence an interest in or entitlement to distributions allocable to
principal but will be used solely for convenience in expressing the calculation
of interest and for certain other purposes.
With respect to any class of Accrual Certificates, any interest that has
accrued but is not paid on a given Distribution Date will be added to the Class
Certificate Balance of such class of Certificates on that Distribution Date.
Unless otherwise specified in the related Prospectus Supplement, distributions
of interest on each class of Accrual Certificates will commence only after the
occurrence of the events specified in such Prospectus Supplement and, prior to
such time, the beneficial ownership interest of such class of Accrual
Certificates in the Trust Fund, as reflected in the Class Certificate Balance of
such class of Accrual Certificates, will increase on each Distribution Date by
the amount of interest that accrued on such Class of Accrual Certificates during
the preceding interest accrual period but that was not required to be
distributed to such class on such Distribution Date. Any such class of Accrual
Certificates will thereafter accrue interest on its outstanding Class
Certificate Balance as so adjusted.
Distribution of Principal. The Class Certificate Balance of any class of
Certificates entitled to distributions of principal generally will be the
original Class Certificate Balance of such class of Certificates specified in
such Prospectus Supplement, reduced by all distributions reported to the holders
of such Certificates as allocable to principal and (i) in the case of Accrual
Certificates, increased by all interest accrued but not then distributable on
such Accrual Certificates and (ii) in the case of adjustable rate Certificates,
subject to the effect of negative amortization, if any. The related Prospectus
Supplement will specify the method by which the amount of principal to be
distributed on the Certificates on each Distribution Date will be calculated and
the manner in which such amount will be allocated among the classes of
Certificates entitled to distributions of principal.
34
<PAGE> 115
One or more classes of Certificates may be entitled to receive all or a
disproportionate percentage of the payments of principal that are received from
borrowers in advance of their scheduled due dates and are not accompanied by
amounts representing scheduled interest due after the month of such payments
("Principal Prepayments") in the percentages and under the circumstances or for
the periods specified in the related Prospectus Supplement. Any such allocation
of Principal Prepayments to such class or classes of Certificates will have the
effect of accelerating the amortization of such Certificates while increasing
the interests evidenced by the Subordinated Certificates in the Trust Fund.
Increasing the interests of the Subordinated Certificates relative to that of
the Certificates of higher payment priority is intended to preserve the
availability of the subordination provided by the Subordinated Certificates. See
"Credit Enhancement -- Subordination" herein and "Credit Enhancement --
Subordination of the Subordinated Certificates" in the related Prospectus
Supplement.
Unscheduled Distributions. The Certificates may be subject to receipt of
distributions before the next scheduled Distribution Date under the
circumstances and in the manner described below and in the related Prospectus
Supplement. If applicable, the Trustee will be required to make such unscheduled
distributions on the day and in the amount specified in the related Prospectus
Supplement if, due to substantial payments of principal (including Principal
Prepayments) on the Mortgage Assets, the Trustee or the Master Servicer
determines that the funds available or anticipated to be available from the
Certificate Account and, if applicable, any credit enhancement, may be
insufficient to make required distributions on the Certificates on such
Distribution Date. The amount of any such unscheduled distribution that is
allocable to principal generally will not exceed the amount that would otherwise
have been required to be distributed as principal on the Certificates on the
next Distribution Date. Such unscheduled distributions may include interest at
the applicable Pass-Through Rate (if any) on the amount of the unscheduled
distribution allocable to principal for the period and to the date specified in
such Prospectus Supplement.
The related Prospectus Supplement will specify whether all distributions
allocable to principal in any unscheduled distribution will be made in the same
priority and manner as distributions of principal on the Certificates would have
been made on the next Distribution Date, and with respect to Certificates of the
same class, unscheduled distributions of principal will be made on a pro rata
basis. Notice of any unscheduled distribution will be given by the Trustee prior
to the date of such distribution.
ADVANCES
As specified in the related Prospectus Supplement, the Master Servicer will
be required to advance on or before each Distribution Date (from its own funds,
funds advanced by Sub-Servicers or funds held in the Certificate Account for
future distributions to Certificateholders), an amount equal to the aggregate of
payments of principal and interest that were delinquent on the related
Determination Date, subject to the Master Servicer's determination that such
advances will be recoverable out of late payments by obligors on the Mortgage
Assets, Liquidation Proceeds, Insurance Proceeds or otherwise. In the case of
Cooperative Loans, the Master Servicer also will be required
35
<PAGE> 116
to advance any unpaid maintenance fees and other charges under the related
proprietary leases as specified in the related Prospectus Supplement.
In making Advances, the Master Servicer will endeavor to maintain a regular
flow of scheduled interest and principal payments to Certificateholders, rather
than to guarantee or insure against losses. If Advances are made by the Master
Servicer from cash being held for future distribution to Certificateholders, the
Master Servicer will replace such funds on or before any future Distribution
Date to the extent that funds in the applicable Certificate Account on such
Distribution Date would be less than the amount required to be available for
distributions to Certificateholders on such date. Any Advances will be
reimbursable to the Master Servicer out of recoveries on the specific Mortgage
Assets with respect to which such Advances were made (e.g., late payments made
by the related obligors, any related Insurance Proceeds, Liquidation Proceeds or
proceeds of any Mortgage Loan repurchased by the Depositor, a Sub-Servicer or a
Seller pursuant to the related Agreement). In addition, Advances by the Master
Servicer (and any advances by a Sub-Servicer) also will be reimbursable to the
Master Servicer (or Sub-Servicer) from cash otherwise distributable to
Certificateholders to the extent that the Master Servicer determines that any
such Advances previously made are not ultimately recoverable as described in the
immediately preceding sentence. The Master Servicer also will be obligated to
make advances, to the extent recoverable out of Insurance Proceeds, Liquidation
Proceeds or otherwise, in respect of certain taxes and insurance premiums not
paid by Mortgagors on a timely basis. Funds so advanced are reimbursable to the
Master Servicer to the extent permitted by the Agreement. The obligations of the
Master Servicer to make Advances may be supported by a cash advance reserve
fund, a surety bond or other arrangement, in each case as described in such
Prospectus Supplement.
REPORTS TO CERTIFICATEHOLDERS
Prior to or concurrently with each distribution on a Distribution Date, the
Master Servicer or the Trustee will furnish to each Certificateholder of record
of the related Series a statement setting forth, to the extent applicable to
such Series of Certificates, among other things:
(i) the amount of such distribution allocable to principal, separately
identifying the aggregate amount of any Principal Prepayments and, if so
specified in the related Prospectus Supplement, prepayment penalties
included therein;
(ii) the amount of such distribution allocable to interest; (iii) the
amount of any Advance;
(iv) the aggregate amount (a) otherwise allocable to the Subordinated
Certificateholders on such Distribution Date and (b) paid from the credit
enhancement, that is included in the amounts distributed to the
Certificateholders;
(v) the Class Certificate Balance or notional amount of each class of
the related Series after giving effect to the distribution of principal on
such Distribution Date;
36
<PAGE> 117
(vi) the percentage of principal payments on the Mortgage Assets
(excluding prepayments), if any, which each such class will be entitled to
receive on the following Distribution Date;
(vii) the percentage of Principal Prepayments with respect to the
Mortgage Assets, if any, which each such class will be entitled to receive
on the following Distribution Date;
(viii) the related amount of the servicing compensation retained or
withdrawn from the Certificate Account by the Master Servicer, and the
amount of additional servicing compensation received by the Master Servicer
attributable to penalties, fees, excess Liquidation Proceeds and other
similar charges and items;
(ix) the number and aggregate principal balances of Mortgage Loans (A)
delinquent (exclusive of Mortgage Loans in foreclosure) (1) 1 to 30 days,
(2) 31 to 60 days, (3) 61 to 90 days and (4) 91 or more days and (B) in
foreclosure and delinquent (1) 1 to 30 days, (2) 31 to 60 days, (3) 61 to
90 days and (4) 91 or more days, as of the close of business on the last
day of the calendar month preceding such Distribution Date;
(x) the book value of any real estate acquired through foreclosure or
grant of a deed in lieu of foreclosure;
(xi) the Pass-Through Rate, if adjusted from the date of the last
statement, of any such class expected to be applicable to the next
distribution to such class;
(xii) the Pass-Through Rate as of the day prior to the immediately
preceding Distribution Date; and
(xiii) any amounts remaining under the reserve fund, letters of credit,
pool policies or other forms of credit enhancement.
Where applicable, any amount set forth above may be expressed as a dollar
amount per single Certificate of the relevant class having the Percentage
Interest specified in the related Prospectus Supplement. The report to
Certificateholders for any Series of Certificates may include additional or
other information of a similar nature to that specified above.
In addition, within a reasonable period of time after the end of each
calendar year, the Master Servicer or the Trustee will mail to each
Certificateholder of record at any time during such calendar year a report (a)
as to the aggregate of amounts reported pursuant to (i) and (ii) 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 customary information as may be deemed necessary or desirable
for Certificateholders to prepare their tax returns.
CATEGORIES OF CLASSES OF CERTIFICATES
In general, classes of pass-through certificates fall into different
categories. The following chart identifies and generally defines certain of the
more typical categories. The
37
<PAGE> 118
Prospectus Supplement for a series of Certificates may identify the classes
which comprise such Series by reference to the following categories.
38
<PAGE> 119
CATEGORIES OF CLASSES DEFINITION
PRINCIPAL TYPES
Accretion Directed......... A class that receives principal payments from the
accreted interest from specified Accrual Classes.
An Accretion Directed Class also may receive
principal payments from principal paid on the
underlying Mortgage Assets or other assets of the
Trust Fund for the related Series.
Component Certificates..... A class consisting of "Components." The Components
of a class of Component Certificates may have
different principal and/or interest payment
characteristics but together constitute a single
class. Each Component of a class of Component
Certificates may be identified as falling into one
or more of the categories in this chart.
Notional Amount
Certificates............ A class having no principal balance and bearing
interest on the related notional amount. The
notional amount is used for purposes of the
determination of interest distributions.
Planned Principal Class
(also sometimes referred
to as "PACs")........... A class that is designed to receive principal
payments using a predetermined principal balance
schedule derived by assuming two constant
prepayment rates for the underlying Mortgage
Assets. These two rates are the endpoints for the
"structuring range" for the Planned Principal
Class. The Planned Principal Classes in any Series
of Certificates may be subdivided into different
categories (e.g., Primary Planned Principal
Classes, Secondary Planned Principal Classes and so
forth) having different effective structuring
ranges and different principal payment priorities.
The structuring range for the Secondary Planned
Principal Class of a Series of Certificates will be
narrower than that for the Primary Planned
Principal Class of such Series.
Scheduled Principal Class.. A class that is designed to receive principal
payments using a predetermined principal balance
schedule but is not designated as a Planned
Principal Class or Targeted Principal Class. In
many cases, the schedule is derived by assuming two
constant prepayment rates for the underlying
Mortgage Assets. These two rates are the endpoints
for the "structuring range" for the Scheduled
Principal Class.
39
<PAGE> 120
CATEGORIES OF CLASSES DEFINITION
Sequential Pay............. Classes that receive principal payments in a
prescribed sequence, that do not have predetermined
principal balance schedules and that under all
circumstances receive payments of principal
continuously from the first Distribution Date on
which they receive principal until they are
retired. A single class that receives principal
payments before or after all other classes in the
same Series of Certificates may be identified as a
Sequential Pay Class.
Strip...................... A class that receives a constant proportion, or
"strip," of the principal payments on the
underlying Mortgage Assets or other assets of the
Trust Fund.
Support Class (also
sometimes referred to as
"companion classes").... A class that receives principal payments on any
Distribution Date only if scheduled payments have
been made on specified Planned Principal Classes,
Targeted Principal Classes and/or Scheduled
Principal Classes.
Targeted Principal Class
(also sometimes referred
to as "TACs")........... A class that is designed to receive principal
payments using a predetermined principal balance
schedule derived by assuming a single constant
prepayment rate for the underlying Mortgage Assets.
INTEREST TYPES
Fixed Rate................. A class with an interest rate that is fixed
throughout the life of the class.
Floating Rate.............. A class with an interest rate that resets
periodically based upon a designated index and that
varies directly with changes in such index.
Inverse Floating Rate...... A class with an interest rate that resets
periodically based upon a designated index and that
varies inversely with changes in such index.
Variable Rate.............. A class with an interest rate that resets
periodically and is calculated by reference to the
rate or rates of interest applicable to specified
assets or instruments (e.g., the Mortgage Rates
borne by the underlying Mortgage Loans).
Interest Only.............. A class that receives some or all of the interest
payments made on the underlying Mortgage Assets or
other assets of
40
<PAGE> 121
CATEGORIES OF CLASSES DEFINITION
the Trust Fund and little or no principal. Interest
Only Classes have either a nominal principal
balance or a notional amount. A nominal principal
balance represents actual principal that will be
paid on the class. It is referred to as nominal
since it is extremely small compared to other
classes. A notional amount is the amount used as a
reference to calculate the amount of interest due
on an Interest Only Class that is not entitled to
any distributions in respect of principal.
Principal Only............. A class that does not bear interest and is entitled
to receive only distributions in respect of
principal.
Partial Accrual............ A class that accretes a portion of the amount of
accrued interest thereon, which amount will be
added to the principal balance of such class on
each applicable Distribution Date, with the
remainder of such accrued interest to be
distributed currently as interest on such class.
Such accretion may continue until a specified event
has occurred or until such Partial Accrual Class is
retired.
Accrual.................... A class that accretes the amount of accrued
interest otherwise distributable on such class,
which amount will be added as principal to the
principal balance of such class on each applicable
Distribution Date. Such accretion may continue
until some specified event has occurred or until
such Accrual Class is retired.
41
<PAGE> 122
INDICES APPLICABLE TO FLOATING RATE AND INVERSE FLOATING RATE CLASSES
LIBOR
Unless otherwise specified in the related Prospectus Supplement, on the
LIBOR Determination Date (as such term is defined in the related Prospectus
Supplement) for each class of Certificates of a Series as to which the
applicable interest rate is determined by reference to an index denominated as
LIBOR, the Person designated in the related Agreement (the "Calculation Agent")
will determine LIBOR in accordance with one of the two methods described below
(which method will be specified in the related Prospectus Supplement):
LIBO Method
If using this method to calculate LIBOR, the Calculation Agent will
determine LIBOR by reference to the quotations. as set forth on the Reuters
Screen LIBO Page (as defined in the International Swaps and Derivatives
Association, Inc. Code of Standard Wording, Assumptions and Provisions for
Swaps, 1986 Edition), offered by the principal London office of each of the
designated reference banks meeting the criteria set forth herein (the "Reference
Banks") for making United States dollar deposits of the applicable duration in
leading banks in the London Interbank market, as of 11:00 a.m. (London time) on
such LIBOR Determination Date. In lieu of relying on the quotations for those
Reference Banks that appear at such time on the Reuters Screen LIBO Page, the
Calculation Agent will request each of the Reference Banks to provide such
offered quotations at such time.
LIBOR will be established by the Calculation Agent on each LIBOR
Determination Date as follows:
(a) if on any LIBOR Determination Date two or more Reference Banks
provide such offered quotations, LIBOR for the next Interest Accrual Period
will be the arithmetic mean of such offered quotations (rounded upwards if
necessary to the nearest whole multiple of 1/32%).
(b) if on any LIBOR Determination Date only one or none of the
Reference Banks provides such offered quotations, LIBOR for the next
Interest Accrual Period will be whichever is the higher of (i) LIBOR as
determined on the previous LIBOR Determination Date or (ii) the Reserve
Interest Rate. The "Reserve Interest Rate" will be the rate per annum which
the Calculation Agent determines to be either (i) the arithmetic mean
(rounded upwards if necessary to the nearest whole multiple of 1/32%) of
the one-month United States dollar lending rates of the applicable duration
that New York City banks selected by the Calculation Agent are quoting, on
the relevant LIBOR Determination Date, to the principal London offices of
at least two of the Reference Banks to which such quotations are, in the
opinion of the Calculation Agent being so made, or (ii) in the event that
the Calculation Agent can determine no such arithmetic mean, the lowest
United States dollar lending rate of the applicable duration which New York
City banks selected
42
<PAGE> 123
by the Calculation Agent are quoting on such LIBOR Determination Date to
leading European banks.
(c) if on any LIBOR Determination Date for a class specified in the
related Prospectus Supplement, the Calculation Agent is required but is
unable to determine the Reserve Interest Rate in the manner provided in
paragraph (b) above, LIBOR for the next Interest Accrual Period will be
LIBOR as determined on the preceding LIBOR Determination Date, or, in the
case of the first LIBOR Determination Date, LIBOR will be deemed to be the
per annum rate specified as such in the related Prospectus Supplement.
Each Reference Bank (i) will be a leading bank engaged in transactions in
Eurodollar deposits in the international Eurocurrency market; (ii) will not
control, be controlled by, or be under common control with the Calculation
Agent; and (iii) will have an established place of business in London. If any
such Reference Bank should be unwilling or unable to act as such or if
appointment of any such Reference Bank is terminated, another leading bank
meeting the criteria specified above will be appointed.
BBA Method
If using this method of determining LIBOR, the Calculation Agent will
determine LIBOR on the basis of the British Bankers' Association ("BBA")
"Interest Settlement Rate" for one-month deposits in United States dollars as
found on Telerate page 3750 as of 11:00 a.m. London time on each LIBOR
Determination Date. Interest Settlement Rates currently are based on rates
quoted by eight BBA designated banks as being, in the view of such banks, the
offered rate at which deposits are being quoted to prime banks in the London
interbank market. Such Interest Settlement Rates are calculated by eliminating
the two highest rates and the two lowest rates, averaging the four remaining
rates, carrying the result (expressed as a percentage) out to six decimal
places, and rounding to five decimal places.
If on any LIBOR Determination Date, the Calculation Agent is unable to
calculate LIBOR in accordance with the method set forth in the immediately
preceding paragraph, LIBOR for the next Interest Accrual Period shall be
calculated in accordance with the LIBOR method described above under "LIBO
Method."
The establishment of LIBOR on each LIBOR Determination Date by the
Calculation Agent and its calculation of the rate of interest for the applicable
classes for the related Interest Accrual Period will (in the absence of manifest
error) be final and binding.
COFI
The Eleventh District Cost of Funds Index is designed to represent the
monthly weighted average cost of funds for savings institutions in Arizona,
California and Nevada that are member institutions of the Eleventh Federal Home
Loan Bank District (the "Eleventh District"). The Eleventh District Cost of
Funds Index for a particular month reflects the interest costs paid on all types
of funds held by Eleventh District member
43
<PAGE> 124
institutions and is calculated by dividing the cost of funds by the average of
the total amount of those funds outstanding at the end of that month and of the
prior month and annualizing and adjusting the result to reflect the actual
number of days in the particular month. If necessary, before these calculations
are made, the component figures are adjusted by the Federal Home Loan Bank of
San Francisco ("FHLBSF") to neutralize the effect of events such as member
institutions leaving the Eleventh District or acquiring institutions outside the
Eleventh District. The Eleventh District Cost of Funds index is weighted to
reflect the relative amount of each type of funds held at the end of the
relevant month. The major components of funds of Eleventh District member
institutions are: (i) savings deposits, (ii) time deposits, (iii) FHLBSF
advances, (iv) repurchase agreements and (v) all other borrowings. Because the
component funds represent a variety of maturities whose costs may react in
different ways to changing conditions, the Eleventh District Cost of Funds Index
does not necessarily reflect current market rates.
A number of factors affect the performance of the Eleventh District Cost of
Funds Index, which may cause it to move in a manner different from indices tied
to specific interest rates, such as United States Treasury Bills or LIBOR.
Because the liabilities upon which the Eleventh District Cost of Funds Index is
based were issued at various times under various market conditions and with
various maturities, the Eleventh District Cost of Funds Index may not
necessarily reflect the prevailing market interest rates on new liabilities of
similar maturities. Moreover, as stated above, the Eleventh District Cost of
Funds Index is designed to represent the average cost of funds for Eleventh
District savings institutions for the month prior to the month in which it is
due to be published. Additionally, the Eleventh District Cost of Funds Index may
not necessarily move in the same direction as market interest rates at all
times, since as longer term deposits or borrowings mature and are renewed at
prevailing market interest rates, the Eleventh District Cost of Funds Index is
influenced by the differential between the prior and the new rates on those
deposits or borrowings. In addition, movements of the Eleventh District Cost of
Funds Index, as compared to other indices tied to specific interest rates, may
be affected by changes instituted by the FHLBSF in the method used to calculate
the Eleventh District Cost of Funds Index.
The FHLBSF publishes the Eleventh District Cost of Funds Index in its
monthly Information Bulletin. Any individual may request regular receipt by mail
of Information Bulletins by writing the Federal Home Loan Bank of San Francisco,
P.O. Box 7948, 600 California Street, San Francisco, California 94120, or by
calling (415) 616-1000. The Eleventh District Cost of Funds Index may also be
obtained by calling the FHLBSF at (415) 616-2600.
The FHLBSF has stated in its Information Bulletin that the Eleventh
District Cost of Funds Index for a month "will be announced on or near the last
working day" of the following month and also has stated that it "cannot
guarantee the announcement" of such index on an exact date. So long as such
index for a month is announced on or before the tenth day of the second
following month, the interest rate for each class of Certificates of a Series as
to which the applicable interest rate is determined by
44
<PAGE> 125
reference to an index denominated as COFI (each, a class of "COFI Certificates")
for the Interest Accrual Period commencing in such second following month will
be based on the Eleventh District Cost of Funds Index for the second preceding
month. If publication is delayed beyond such tenth day, such interest rate will
be based on the Eleventh District Cost of Funds Index for the third preceding
month.
Unless otherwise specified in the related Prospectus Supplement, if on the
tenth day of the month in which any Interest Accrual Period commences for a
class of COFI Certificates the most recently published Eleventh District Cost of
Funds Index relates to a month prior to the third preceding month, the index for
such current Interest Accrual Period and for each succeeding Interest Accrual
Period will, except as described in the next to last sentence of this paragraph,
be based on the National Monthly Median Cost of Funds Ratio to SAIF-Insured
Institutions (the "National Cost of Funds Index") published by the Office of
Thrift Supervision (the "OTS") for the third preceding month (or the fourth
preceding month if the National Cost of Funds Index for the third preceding
month has not been published on such tenth day of an Interest Accrual Period).
Information on the National Cost of Funds Index may be obtained by writing the
OTS at 1700 G Street, N.W., Washington, D.C. 20552 or calling (202) 906-6677,
and the current National Cost of Funds Index may be obtained by calling (202)
906-6988. If on any such tenth day of the month in which an Interest Accrual
Period commences the most recently published National Cost of Funds Index
relates to a month prior to the fourth preceding month, the applicable index for
such Interest Accrual Period and each succeeding Interest Accrual Period will be
based on LIBOR, as determined by the Calculation Agent in accordance with the
Agreement relating to such Series of Certificates. A change of index from the
Eleventh District Cost of Funds Index to an alternative index will result in a
change in the index level, and, particularly if LIBOR is the alternative index,
could increase its volatility.
The establishment of COFI by the Calculation Agent and its calculation of
the rates of interest for the applicable classes for the related Interest
Accrual Period will (in the absence of manifest error) be final and binding.
Treasury Index
On the Treasury Index Determination Date for each class of Certificates of
a Series as to which the applicable interest rate is determined by reference to
an index denominated as a Treasury Index, the Calculation Agent will ascertain
the Treasury Index for Treasury securities of the maturity and for the period
(or, if applicable, date) specified in the related Prospectus Supplement. Unless
otherwise specified in the related Prospectus Supplement, the Treasury Index for
any period means the average of the yield for each business day during the
period specified therein (and for any date means the yield for such date),
expressed as a per annum percentage rate, on (i) U.S. Treasury securities
adjusted to the "constant maturity" (as further described below) specified in
such Prospectus Supplement or (ii) if no "constant maturity" is so specified,
U.S. Treasury securities trading on the secondary market having the maturity
specified in such Prospectus Supplement, in each case as published by the
Federal Reserve Board in its Statistical Release No. H.15 (519). Statistical
Release No. H.15 (519) is published on
45
<PAGE> 126
Monday or Tuesday of each week and may be obtained by writing or calling the
Publications Department at the Board of Governors of the Federal Reserve System,
21st and C Streets, Washington, D.C. 20551 (202) 452-3244. If the Calculation
Agent has not yet received Statistical Release No. H.15 (519) for such week,
then it will use such Statistical Release from the immediately preceding week.
Yields on U.S. Treasury securities at "constant maturity" are derived from
the U.S. Treasury's daily yield curve. This curve. which relates the yield on a
security to its time to maturity, is based on the closing market bid yields on
actively traded Treasury securities in the over-the-counter market. These market
yields are calculated from composites of quotations reported by five leading
U.S. Government securities dealers to the Federal Reserve Bank of New York. This
method provides a yield for a given maturity even if no security with that exact
maturity is outstanding. In the event that the Treasury Index is no longer
published, a new index based upon comparable data and methodology will be
designated in accordance with the Agreement relating to the particular Series of
Certificates.
The Calculation Agent's determination of the Treasury Index, and its
calculation of the rates of interest for the applicable classes for the related
Interest Accrual Period will (in the absence of manifest error) be final and
binding.
Prime Rate
On the Prime Rate Determination Date for each class of Certificates of a
Series as to which the applicable interest rate is determined by reference to an
index denominated as the Prime Rate, the Calculation Agent will ascertain the
Prime Rate for the related Interest Accrual Period. Unless otherwise specified
in the related Prospectus Supplement, the Prime Rate for an Interest Accrual
Period will be the "Prime Rate" as published in the "Money Rates" section of The
Wall Street Journal (or if not so published, the "Prime Rate" as published in a
newspaper of general circulation selected by the Calculation Agent in its sole
discretion) on the related Prime Rate Determination Date. If a prime rate range
is given, then the average of such range will be used. In the event that the
Prime Rate is no longer published, a new index based upon comparable data and
methodology will be designated in accordance with the Agreement relating to the
particular Series of Certificates. The Calculation Agent's determination of the
Prime Rate and its calculation of the rates of interest for the related Interest
Accrual Period will (in the absence of manifest error) be final and binding.
BOOK-ENTRY CERTIFICATES
If so specified in the related Prospectus Supplement, the Certificates will
be book-entry certificates (the "Book-Entry Certificates"). Persons acquiring
beneficial ownership interests in such Certificates ("Certificate Owners") will
hold their Certificates through the Depository Trust Company ("DTC") in the
United States, or Cedelbank ("Cedel") or the Euroclear System ("Euroclear") (in
Europe) if they are participants of such systems, or indirectly through
organizations which are participants in such systems. The Book-Entry
Certificates will be issued in one or more certificates which equal the
46
<PAGE> 127
aggregate principal balance of the applicable Series of Certificates and will
initially be registered in the name of Cede & Co. ("Cede"), the nominee of DTC.
Cedel and Euroclear will hold omnibus positions on behalf of their participants
through customers' securities accounts in Cedel's and Euroclear's names on the
books of their respective depositaries which in turn will hold such positions in
customers' securities accounts in the depositaries' names on the books of DTC.
Citibank, N.A. ("Citibank") will act as depositary for Cedel and The Chase
Manhattan Bank ("Chase") will act as depositary for Euroclear (in such
capacities, individually the "Relevant Depositary" and collectively the
"European Depositaries"). Except as described below, no person acquiring a Book-
Entry Certificate will be entitled to receive a physical certificate
representing such Certificate (a "Definitive Certificate"). Unless and until
Definitive Certificates are issued, the only "Certificateholder" of Book-Entry
Certificates will be Cede, as nominee of DTC. Certificate Owners will not be
Certificateholders as that term is used in the applicable Agreement. Certificate
Owners are only permitted to exercise their rights indirectly through
participants in DTC ("DTC Participants").
The Certificate Owner's ownership of a Book-Entry Certificate will be
recorded on the records of the brokerage firm, bank, thrift institution or other
financial intermediary (each, a "Financial Intermediary") that maintains the
Certificate Owner's account for such purpose. In turn, the Financial
Intermediary's ownership of such Book-Entry Certificate will be recorded on the
records of DTC (or of a DTC Participant that acts as agent for the Financial
Intermediary, whose interest will in turn be recorded on the records of DTC, if
the Certificate Owner's Financial Intermediary is not a DTC Participant and on
the records of Cedel or Euroclear, as appropriate).
Because of time zone differences, credits of securities received in Cedel
or Euroclear as a result of a transaction with a participant will be made during
subsequent securities settlement processing and dated the business day following
the DTC settlement date. Such credits or any transactions in such securities
settled during such processing will be reported to the relevant Euroclear or
Cedel Participants on such business day. Cash received on Cedel or Euroclear as
a result of sales of securities by or through a Cedel Participant (as defined
below) or Euroclear Participant (as defined below) to a DTC Participant will be
received with value on the DTC settlement date but will be available in the
relevant Cedel or Euroclear cash account only as of the business day following
settlement in DTC.
Transfers between DTC Participants will occur in accordance with DTC Rules.
Transfers between Cedel Participants and Euroclear Participants will occur in
accordance with their respective rules and operating procedures.
Cross-market transfers between persons holding certificates directly or
indirectly through DTC, on the one hand, and directly or indirectly through
Cedel Participants or Euroclear Participants, on the other, will be effected in
DTC in accordance with DTC Rules on behalf of the relevant European
international clearing system by the Relevant Depositary; however, such cross
market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines
47
<PAGE> 128
(European time). The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to the
Relevant Depositary to take action to effect final settlement on its behalf by
delivering or receiving securities in DTC, and making or receiving payment in
accordance with normal procedures for same day funds settlement applicable to
DTC. Cedel Participants and Euroclear Participants may not deliver instructions
directly to the European Depositaries.
DTC which is a New York-chartered limited purpose company, performs
services for its participants, some of which (and/or their representatives) own
DTC. In accordance with its normal procedures, DTC is expected to record the
positions held by each DTC Participant in the Book-Entry Certificates, whether
held for its own account or as a nominee for another person. In general,
beneficial ownership of Book-Entry Certificates will be subject to the rules,
regulations and procedures governing DTC and DTC Participants as in effect from
time to time.
Cedel is incorporated under the laws of Luxembourg as a professional
depository. Cedel holds securities for its participating organizations ("Cedel
Participants") and facilitates the clearance and settlement of securities
transactions between Cedel Participants through electronic book-entry changes in
accounts of Cedel Participants, thereby eliminating the need for physical
movement of certificates. Transactions may be settled in Cedel in any of 28
currencies, including United States dollars. Cedel provides to its Cedel
Participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. Cedel interfaces with domestic markets in several
countries. As a professional depository, Cedel is subject to regulation by the
Luxembourg Monetary Institute. Cedel Participants are recognized financial
institutions around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. Indirect access to Cedel is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Cedel Participant, either directly or indirectly.
Euroclear was created in 1968 to hold securities for its participants
("Euroclear Participants") and to clear and settle transactions between
Euroclear Participants through simultaneous electronic book-entry delivery
against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Transactions may be settled in any of 32 currencies, including United
States dollars. Euroclear includes various other services, including securities
lending and borrowing and interfaces with domestic markets in several countries
generally similar to the arrangements for cross-market transfers with DTC
described above. Euroclear is operated by the Brussels, Belgium office of Morgan
Guaranty Trust Company of New York (the "Euroclear Operator"), under contract
with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the
"Cooperative"). All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator, not the Cooperative. The Cooperative establishes
policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants
include banks
48
<PAGE> 129
(including central banks), securities brokers and dealers and other professional
financial intermediaries. Indirect access to Euroclear is also available to
other firms that clear through or maintain a custodial relationship with
Euroclear Participant, either directly or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System
and the New York State Banking Department, as well as the Belgian Banking
Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a tangible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear Participants, and has no record of or relationship with persons
holding through Euroclear Participants.
Distributions on the Book-Entry Certificates will be made on each
Distribution Date by the applicable Trustee to DTC. DTC will be responsible for
crediting the amount of such payments to the accounts of the applicable DTC
Participants in accordance with DTC's normal procedures. Each DTC Participant
will be responsible for disbursing such payments to the Certificate Owners of
the Book-Entry Certificates that it represents and to each Financial
Intermediary for which it acts as agent. Each such Financial Intermediary will
be responsible for disbursing funds to the Certificate Owners of the Book-Entry
Certificates that it represents.
Under a book-entry format, Certificate Owners of the Book-Entry
Certificates may experience some delay in their receipt of payments, since such
payments will be forwarded by the Trustee to Cede. Distributions with respect to
Certificates held through Cedel or Euroclear will be credited to the cash
accounts of Cedel Participants or Euroclear Participants in accordance with the
relevant system's rules and procedures, to the extent received by the Relevant
Depositary. Such distributions will be subject to tax reporting in accordance
with relevant United States tax laws and regulations. Because DTC can only act
on behalf of Financial Intermediaries, the ability of a Certificate Owner to
pledge Book-Entry Certificates to persons or entities that do not participate in
the depository system, or otherwise take actions in respect of such Book-Entry
Certificates, may be limited due to the lack of physical certificates for such
Book-Entry Certificates. In addition, issuance of the Book-Entry Certificates in
book-entry form may reduce the liquidity of such certificates in the secondary
market since certain potential investors may be unwilling to purchase
certificates for which they cannot obtain physical certificates.
DTC has advised the Depositor that, unless and until Definitive
Certificates are issued, DTC will take any action permitted to be taken by the
Certificate Owners of the
49
<PAGE> 130
Book-Entry Certificates under the applicable Agreement only at the direction of
one or more Financial Intermediaries to whose DTC accounts the Book-Entry
Certificates are credited, to the extent that such actions are taken on behalf
of Financial Intermediaries whose holdings include such Book-Entry Certificates.
Cedel or the Euroclear Operator, as the case may be, will take any other action
permitted to be taken by a Certificateholder under the applicable Agreement on
behalf of a Cedel Participant or Euroclear Participant only in accordance with
its relevant rules and procedures and subject to the ability of the Relevant
Depositary to effect such actions on its behalf through DTC. DTC may take
actions, at the direction of the related DTC Participants, with respect to some
Book-Entry Certificates of a Series which conflict with actions taken with
respect to other Book-Entry Certificates of such Series.
Definitive Certificates will be issued to beneficial owners of the
Book-Entry Certificates, or their nominees, rather than to DTC, only if (a) DTC
or the Depositor advises the applicable Trustee in writing that DTC is no longer
willing, qualified or able to discharge properly its responsibilities as nominee
and depository with respect to the Book-Entry Certificates and the Depositor or
such Trustee is unable to locate a qualified successor, (b) the Depositor, at
its sole option, elects to terminate the book-entry system through DTC or (c)
after the occurrence of an Event of Default (as defined herein), Certificate
Owners having Percentage Interests aggregating not less than 51% advise the
Trustee and DTC through the Financial Intermediaries and the DTC Participants in
writing that the continuation of a book-entry system through DTC (or a successor
thereto) is no longer in the best interests of Certificate Owners.
Upon the occurrence of any of the events described in the immediately
preceding paragraph, the applicable Trustee will be required to notify all
affected Certificate Owners of the occurrence of such event and the availability
through DTC of Definitive Certificates. Upon surrender by DTC of the global
certificate or certificates representing the Book-Entry Certificates and
instructions for re-registration, the applicable Trustee will issue Definitive
Certificates, and thereafter such Trustee will recognize the holders of such
Definitive Certificates as Certificateholders under the applicable Agreement.
Although DTC, Cedel and Euroclear have agreed to the foregoing procedures
in order to facilitate transfers of Certificates among participants of DTC,
Cedel and Euroclear, they are under no obligation to perform or continue to
perform such procedures and such procedures may be discontinued at any time.
Neither the Depositor, 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.
DTC management is aware that some computer applications, systems, and the
like for processing data ("DTC Systems") that are dependent upon calendar dates,
including dates before, on, and after January 1, 2000, may encounter "Year 2000
problems." DTC has informed its Participants and other members of the financial
community (the "Industry") that it has developed and is implementing a program
so that the DTC
50
<PAGE> 131
Systems, as the same relate to the timely payment of distributions (including
principal and income payments) to securityholders, book-entry deliveries, and
settlement of trades within DTC ("DTC Services"), continue to function
appropriately. This program includes a technical assessment and a remediation
plan, each of which is complete. Additionally, DTC's plan includes a testing
phase, which is expected to be completed within appropriate time frames.
However, DTC's ability to perform properly its services is also dependent
upon other parties, including but not limited to issuers and their agents, as
well as third party vendors from whom DTC licenses software and hardware, and
third party vendors on whom DTC relies for information and the provision of
services, including telecommunication and electrical utility service providers,
among others. DTC has informed the Industry that it is contacting (and will
continue to contact) third party vendors from whom DTC acquires services to: (i)
impress upon them the importance of such services being year 2000 compliant; and
(ii) determine the extent of their efforts for Year 2000 remediation (and, as
appropriate, testing) of their services. In addition, DTC is in the process of
developing such contingency plans as it deems appropriate.
According to DTC, the foregoing information with respect to DTC has been
provided to the Industry for informational purposes only and is not intended to
serve as a representation, warranty, or contract modification of any kind.
If the DTC Systems are not year 2000 compliant by the year 2000, DTC's
ability to provide DTC Services, including payments on the Certificates may be
materially and adversely affected. If this were to occur, Certificate Owners
could experience delays in payments due or may not ultimately receive all
interest and principal due to the Certificate Owners.
CREDIT ENHANCEMENT
GENERAL
Credit enhancement may be provided with respect to one or more classes of a
Series of Certificates or with respect to the Mortgage Assets in the related
Trust Fund. Credit enhancement may be in the form of a limited financial
guaranty policy issued by an entity named in the related Prospectus Supplement,
the subordination of one or more classes of the Certificates of such Series, the
establishment of one or more reserve funds, the use of a cross-support feature,
use of a mortgage pool insurance policy, bankruptcy bond, special hazard
insurance policy, certificate insurance policy, bond, letter of credit,
guaranteed investment contract or other method of credit enhancement described
in the related Prospectus Supplement, or any combination of the foregoing. In
general, credit enhancement will not provide protection against all risks of
loss or guarantee repayment of the entire principal balance of the Certificates
and interest thereon. If losses occur which exceed the amount covered by credit
enhancement or which are not covered by the credit enhancement,
Certificateholders will bear their allocable share of any deficiencies.
51
<PAGE> 132
SUBORDINATION
If so specified in the related Prospectus Supplement, the rights of holders
of one or more classes of Subordinated Certificates (the "Subordinated
Certificateholders") will be subordinate to the rights of holders of one or more
other classes of Senior Certificates (the "Senior Certificateholders") of such
Series to distributions in respect of scheduled principal, Principal
Prepayments, interest or any combination thereof that otherwise would have been
payable to holders of Subordinated Certificates under the circumstances and to
the extent specified in the related Prospectus Supplement. If specified in the
related Prospectus Supplement, delays in receipt of scheduled payments on the
Mortgage Assets and losses with respect to the Mortgage Assets will be borne
first by the various classes of Subordinated Certificates and thereafter by the
various classes of Senior Certificates, in each case under the circumstances and
subject to the limitations specified in such related Prospectus Supplement. The
aggregate distributions in respect of delinquent payments on the Mortgage Assets
over the lives of the Certificates or at any time, the aggregate losses in
respect of Mortgage Assets which must be borne by the Subordinated Certificates
by virtue of subordination and the amount of the distributions otherwise
distributable to the Subordinated Certificateholders that will be distributable
to Senior Certificateholders on any Distribution Date may be limited as
specified in the related Prospectus Supplement. If aggregate distributions in
respect of delinquent payments on the Mortgage Assets or aggregate losses in
respect of such Mortgage Assets were to exceed the amount specified in the
related Prospectus Supplement, Senior Certificateholders would experience losses
on the Certificates.
If specified in the related Prospectus Supplement, various classes of
Senior Certificates and Subordinated Certificates may themselves be subordinate
in their right to receive certain distributions to other classes of Senior and
Subordinated Certificates, respectively, through a cross support mechanism or
otherwise.
As between classes of Senior Certificates and as between classes of
Subordinated Certificates, distributions may be allocated among such classes (i)
in the order of their scheduled final distribution dates, (ii) in accordance
with a schedule or formula, (iii) in relation to the occurrence of events or
(iv) otherwise, in each case as specified in the related Prospectus Supplement.
As between classes of Subordinated Certificates, payments to Senior
Certificateholders on account of delinquencies or losses and payments to the
Reserve Fund will be allocated as specified in the related Prospectus
Supplement.
MORTGAGE POOL INSURANCE POLICIES
If specified in the related Prospectus Supplement relating to a Mortgage
Pool. a separate mortgage pool insurance policy ("Mortgage Pool Insurance
Policy") will be obtained for the Mortgage Pool and issued by the insurer (the
"Pool Insurer") named in such Prospectus Supplement. Each Mortgage Pool
Insurance Policy will, subject to the limitations described below, cover loss by
reason of default in payment on Mortgage Loans in the Mortgage Pool in an amount
equal to a percentage specified in such Prospectus Supplement of the aggregate
principal balance of such Mortgage Loans on
52
<PAGE> 133
the Cut-off Date which are not covered as to their entire outstanding principal
balances by Primary Mortgage Insurance Policies. As more fully described below,
the Master Servicer will present claims thereunder to the Pool Insurer on behalf
of itself the Trustee and the Certificateholders. The Mortgage Pool Insurance
Policies, however, are not blanket policies against loss, since claims
thereunder may be made only respecting particular defaulted Mortgage Loans and
only upon satisfaction of certain conditions precedent described below. Unless
otherwise specified in the related Prospectus Supplement, the Mortgage Pool
Insurance Policies will not cover losses due to a failure to pay or denial of a
claim under a Primary Mortgage Insurance Policy.
Each Mortgage Pool Insurance Policy generally will provide that no claims
may be validly presented unless (i) any required Primary Mortgage Insurance
Policy is in effect for the defaulted Mortgage Loan and a claim thereunder has
been submitted and settled; (ii) hazard insurance on the related Mortgaged
Property has been kept in force and real estate taxes and other protection and
preservation expenses have been paid; (iii) if there has been physical loss or
damage to the Mortgaged Property, it has been restored to its physical condition
(reasonable wear and tear excepted) at the time of issuance of the policy; and
(iv) the insured has acquired good and merchantable title to the Mortgaged
Property free and clear of liens except certain permitted encumbrances. Upon
satisfaction of these conditions, the Pool Insurer generally will have the
option either (a) to purchase the Mortgaged Property at a price equal to the
principal balance of the related Mortgage Loan plus accrued and unpaid interest
at the Mortgage Rate to the date of such purchase and certain expenses incurred
by the Master Servicer on behalf of the Trustee and Certificateholders or (b) to
pay the amount by which the sum of the principal balance of the defaulted
Mortgage Loan plus accrued and unpaid interest at the Mortgage Rate to the date
of payment of the claim and the aforementioned expenses exceeds the proceeds
received from an approved sale of the Mortgaged Property, in either case net of
certain amounts paid or assumed to have been paid under the related Primary
Mortgage Insurance Policy. If any Mortgaged Property is damaged, and proceeds,
if any, from the related hazard insurance policy or the applicable Special
Hazard Insurance Policy are insufficient to restore the damaged property to a
condition sufficient to permit recovery under the Mortgage Pool Insurance
Policy, the Master Servicer generally will not be required to expend its own
funds to restore the damaged property unless it determines that (i) such
restoration will increase the proceeds to Certificateholders on liquidation of
the Mortgage Loan after reimbursement of the Master Servicer for its expenses
and (ii) such expenses will be recoverable by it through proceeds of the sale of
the Mortgaged Property or proceeds of the related Mortgage Pool Insurance Policy
or any related Primary Mortgage Insurance Policy.
A Mortgage Pool Insurance Policy generally will not insure (and many
Primary Mortgage Insurance Policies do not insure) against loss sustained by
reason of a default arising from, among other things, (i) fraud or negligence in
the origination or servicing of a Mortgage Loan, including misrepresentation by
the Mortgagor, the originator or persons involved in the origination thereof, or
(ii) failure to construct a Mortgaged Property in accordance with plans and
specifications. A failure of coverage attributable to one of the foregoing
events might result in a breach of the related Seller's
53
<PAGE> 134
representations described above and, in such event, might give rise to an
obligation on the part of such Seller to repurchase the defaulted Mortgage Loan
if the breach cannot be cured by such Seller. No Mortgage Pool Insurance Policy
will cover (and many Primary Mortgage Insurance Policies do not cover) a claim
in respect of a defaulted Mortgage Loan occurring when the servicer of such
Mortgage Loan, at the time of default or thereafter, was not approved by the
applicable insurer.
The original amount of coverage under each Mortgage Pool Insurance Policy
generally will be reduced over the life of the related Certificates by the
aggregate dollar amount of claims paid less the aggregate of the net amounts
realized by the Pool Insurer upon disposition of all foreclosed properties. The
amount of claims paid generally will include certain expenses incurred by the
Master Servicer as well as accrued interest on delinquent Mortgage Loans to the
date of payment of the claim, unless otherwise specified in the related
Prospectus Supplement. Accordingly, if aggregate net claims paid under any
Mortgage Pool Insurance Policy reach the original policy limit, coverage under
that Mortgage Pool insurance Policy will be exhausted and any further losses
will be borne by the Certificateholders.
SPECIAL HAZARD INSURANCE POLICIES
If specified in the related Prospectus Supplement, a separate special
hazard insurance policy or policies (the "Special Hazard Insurance Policy") will
be obtained for the Mortgage Pool and will be issued by the insurer (the
"Special Hazard Insurer") named in such Prospectus Supplement. Each Special
Hazard Insurance Policy will, subject to limitations described below, protect
holders of the related Certificates from (i) loss by reason of damage to
Mortgaged Properties caused by certain hazards (including earthquakes and, to a
limited extent, tidal waves and related water damage or as otherwise specified
in the related Prospectus Supplement) not insured against under the standard
form of hazard insurance policy for the respective states in which the Mortgaged
Properties are located or under a flood insurance policy if the Mortgaged
Property is located in a federally designated flood area and (ii) loss caused by
reason of the application of the coinsurance clause contained in hazard
insurance policies. See "The Pooling and Servicing Agreement--Hazard Insurance.
" A Special Hazard Insurance Policy generally will not cover losses occasioned
by fraud or conversion by the Trustee or Master Servicer, war, insurrection,
civil war, certain governmental action, errors in design, faulty workmanship or
materials (except under certain circumstances), nuclear or chemical reaction,
flood (if the Mortgaged Property is located in a federally designated flood
area), nuclear or chemical contamination and certain other risks. The amount of
coverage under any Special Hazard Insurance Policy will be specified in the
related Prospectus Supplement. Each Special Hazard Insurance Policy generally
will provide that no claim may be paid unless hazard and, if applicable, flood
insurance on the property securing the Mortgage Loan have been kept in force and
other protection and preservation expenses have been paid.
Subject to the foregoing limitations, each Special Hazard Insurance Policy
generally will provide that where there has been damage to property securing a
foreclosed Mortgage Loan (title to which has been acquired by the insured) and
to the extent such
54
<PAGE> 135
damage is not covered by the hazard insurance policy or flood insurance policy,
if any, maintained by the Mortgagor or the Master Servicer, the Special Hazard
Insurer will pay the lesser of (i) the cost of repair or replacement of such
property or (ii) upon transfer of the property to the Special Hazard Insurer,
the unpaid principal balance of such Mortgage Loan at the time of acquisition of
such property by foreclosure or deed in lieu of foreclosure, plus accrued
interest to the date of claim settlement and certain expenses incurred by the
Master Servicer with respect to such property. If the unpaid principal balance
of a Mortgage Loan plus accrued interest and certain expenses is paid by the
Special Hazard Insurer, the amount of further coverage under the related Special
Hazard Insurance Policy will be reduced by such amount less any net proceeds
from the sale of the property. Any amount paid as the cost of repair of such
property will further reduce coverage by such amount. So long as a Mortgage Pool
Insurance Policy remains in effect, the payment by the Special Hazard Insurer of
the cost of repair or of the unpaid principal balance of the related Mortgage
Loan plus accrued interest and certain expenses will not affect the total
insurance proceeds paid to Certificateholders, but will affect the relative
amounts of coverage remaining under the related Special Hazard Insurance Policy
and Mortgage Pool Insurance Policy.
To the extent specified in the Prospectus Supplement, the Master Servicer
may deposit cash, an irrevocable letter of credit or any other instrument
acceptable to each nationally recognized rating agency rating the Certificates
of the related Series in a special trust account to provide protection in lieu
of or in addition to that provided by a Special Hazard Insurance Policy. The
amount of any Special Hazard Insurance Policy or of the deposit to the special
trust account in lieu thereof relating to such Certificates may be reduced so
long as any such reduction will not result in a downgrading of the rating of
such Certificates by any such rating agency.
BANKRUPTCY BONDS
If specified in the related Prospectus Supplement, a bankruptcy bond (the
"Bankruptcy Bond") to cover losses resulting from proceedings under the federal
Bankruptcy Code with respect to a Mortgage Loan will be issued by an insurer
named in such Prospectus Supplement. Each Bankruptcy Bond will cover, to the
extent specified in the related Prospectus Supplement, certain losses resulting
from a reduction by a bankruptcy court of scheduled payments of principal and
interest on a Mortgage Loan or a reduction by such court of the principal amount
of a Mortgage Loan and will cover certain unpaid interest on the amount of such
a principal reduction from the date of the filing of a bankruptcy petition. The
required amount of coverage under each Bankruptcy Bond will be set forth in the
related Prospectus Supplement. Coverage under a Bankruptcy Bond may be canceled
or reduced by the Master Servicer if such cancellation or reduction would not
adversely affect the then current rating or ratings of the related Certificates.
See "Certain Legal Aspects of the Mortgage Loans--Anti-Deficiency Legislation
and Other Limitations on Lenders" herein.
To the extent specified in the Prospectus Supplement, the Master Servicer
may deposit cash, an irrevocable letter of credit or any other instrument
acceptable to each nationally recognized rating agency rating the Certificates
of the related Series in a
55
<PAGE> 136
special trust account to provide protection in lieu of or in addition to that
provided by a Bankruptcy Bond. The amount of any Bankruptcy Bond or of the
deposit to the special trust account in lieu thereof relating to such
Certificates may be reduced so long as any such reduction will not result in a
downgrading of the rating of such Certificates by any such rating agency.
RESERVE FUND
If so specified in the related Prospectus Supplement, credit support with
respect to a Series of Certificates may be provided by the establishment and
maintenance with the Trustee for such Series of Certificates, in trust, of one
or more reserve funds (the "Reserve Fund") for such Series. The related
Prospectus Supplement will specify whether or not a Reserve Fund will be
included in the Trust Fund for such Series.
The Reserve Fund for a Series will be funded (i) by the deposit therein of
cash, U.S. Treasury securities or instruments evidencing ownership of principal
or interest payments thereon, letters of credit, demand notes, certificates of
deposit or a combination thereof in the aggregate amount specified in the
related Prospectus Supplement, (ii) by the deposit therein from time to time of
certain amounts, as specified in the related Prospectus Supplement, to which the
Subordinated Certificateholders, if any, would otherwise be entitled or (iii) in
such other manner as may be specified in the related Prospectus Supplement.
Any amounts on deposit in the Reserve Fund and the proceeds of any other
instrument deposited therein upon maturity will be held in cash or will be
invested in "Permitted Investments" which, unless otherwise specified in the
related Prospectus Supplement, will include obligations of the United States and
certain agencies thereof, certificates of deposit, certain commercial paper,
time deposits and bankers acceptances sold by eligible commercial banks and
certain repurchase agreements of United States government securities with
eligible commercial banks. If a letter of credit is deposited with the Trustee,
such letter of credit will be irrevocable. Any instrument deposited therein will
name the Trustee, in its capacity as trustee for the Certificateholders, as
beneficiary and will be issued by an entity acceptable to each rating agency
that rates the Certificates.
Any amounts so deposited and payments on instruments so deposited will be
available for withdrawal from the Reserve Fund for distribution to the
Certificateholders for the purposes, in the manner and at the times specified in
the related Prospectus Supplement.
CROSS SUPPORT
If specified in the related Prospectus Supplement, the beneficial ownership
of separate groups of assets included in a Trust Fund may be evidenced by
separate classes of the related Series of Certificates. In such case, credit
support may be provided by a cross support feature which requires that
distributions be made with respect to Certificates evidencing a beneficial
ownership interest in other asset groups within the same Trust Fund. The related
Prospectus Supplement for a Series that includes a cross
56
<PAGE> 137
support feature will describe the manner and conditions for applying such cross
support feature.
If specified in the related Prospectus Supplement, the coverage provided by
one or more forms of credit support may apply concurrently to two or more
related Trust Funds. If applicable, the related Prospectus Supplement will
identify the Trust Funds to which such credit support relates and the manner of
determining the amount of the coverage provided thereby and of the application
of such coverage to the identified Trust Funds.
CERTIFICATE INSURANCE POLICY
One or more classes of Certificates of a Series may have the benefit of a
financial guaranty insurance policy or surety bond (a "Certificate Insurance
Policy") issued by a monoline insurance company or other financial institution
(the "Certificate Insurer"). The Certificate Insurance Policy will generally
guarantee (i) on each Distribution Date, any deficiency amount and (ii) any
amount previously distributed to a Certificateholder that must be returned due
to a proceeding in bankruptcy against the Depositor (a "preference amount"). A
"deficiency amount" generally will equal a shortfall in Available Funds to pay
interest on the covered Certificates plus the amount of principal calculated as
provided in the related Prospectus Supplement. The Certificate Insurer will be
subrogated to the rights of the Certificateholders to whom payments under to
Certificate Insurance Policy have been made with respect to future distributions
from the Trust Fund, and the Certificate Insurer will have the right to exercise
the voting or consent rights of the holders of the covered Certificates.
Financial and other information regarding the Certificate Insurer will be set
forth or incorporated by reference in the related Prospectus Supplement.
FINANCIAL INSTRUMENTS
A Trust Fund may include one or more financial instruments which will have
the effect of (i) converting payments on all or certain of the Mortgage Assets
from fixed to floating payments, floating to fixed payments or floating payments
based on a certain index to floating payments based on a different index, (ii)
providing payments if an index rises or falls below specified levels or (iii)
providing protection against changes in interest rates, certain types of losses
or other shortfalls in amounts available for distribution to holders of one or
more classes of a Series. Any such financial instrument will be or will be
structured so as to be exempt from the registration requirements of the
Securities Act of 1933, as amended. To the extent material, financial and other
information regarding the provider of any such financial instrument will be
included or incorporated by reference in the related Prospectus Supplement.
YIELD AND PREPAYMENT CONSIDERATIONS
The yields to maturity and weighted average lives of the Certificates will
be affected primarily by the amount and timing of principal payments received on
or in respect of the Mortgage Assets included in the related Trust Fund. The
original terms to maturity
57
<PAGE> 138
of the underlying mortgage loans with respect to the Mortgage Assets in a given
Mortgage Pool will vary depending upon the type of Mortgage Loans included
therein, and each Prospectus Supplement will contain information with respect to
the type and maturities of such mortgage loans. Unless otherwise specified in
the related Prospectus Supplement, the Mortgage Loans may be prepaid without
penalty in full or in part at any time. The prepayment experience on the
underlying Mortgage Loans with respect to the Mortgage Assets will affect the
average life of the related Series of Certificates.
A number of factors, including homeowner mobility, economic conditions, the
presence and enforceability of due-on-sale clauses, mortgage market interest
rates and the availability of mortgage funds, may affect the prepayment
experience of Mortgage Loans.
Conventional fixed rate Mortgage Loans typically contain due-on-sale
provisions permitting the mortgagee to accelerate the maturity of the loan upon
sale or certain transfers by the Mortgagor of the underlying Mortgaged Property.
Mortgage Loans insured by the FHA and Mortgage Loans partially guaranteed by the
VA are assumable with the consent of the FHA and the VA, respectively. Thus, the
rate of prepayments on such Mortgage Loans may be lower than that on
conventional Mortgage Loans bearing comparable interest rates. The Master
Servicer generally will enforce any due-on-sale or due-on-encumbrance clause, to
the extent it has knowledge of the conveyance or further encumbrance or the
proposed conveyance or proposed further encumbrance of the Mortgaged Property
and reasonably believes that it is entitled to do so under applicable law;
provided, however, that the Master Servicer will not take any enforcement action
that would impair or threaten to impair any recovery under any related insurance
policy. See "The Pooling and Servicing Agreement--Collection Procedures" and
"Certain Legal Aspects of the Mortgage Loans" herein for a description of
certain provisions of each Agreement and certain legal developments that may
affect the prepayment experience on the Mortgage Loans.
The rate of prepayments with respect to conventional mortgage loans has
fluctuated significantly in recent years. In general, if prevailing rates fall
significantly below the Mortgage Rates borne by the Mortgage Loans, the Mortgage
Loans are likely to be subject to higher prepayment rates than if prevailing
interest rates remain at or above such Mortgage Rates. Conversely, if prevailing
interest rates rise appreciably above the Mortgage 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 Rates. However, there can
be no assurance that such will be the case.
When a full prepayment is made on a Mortgage Loan, the Mortgagor is charged
interest on the principal amount of the Mortgage Loan so prepaid only for the
number of days in the month actually elapsed up to the date of the prepayment
rather than for a full month. The effect of prepayments in full will be to
reduce the amount of interest passed through in the following month to
Certificateholders because interest on the principal amount of any Mortgage Loan
so prepaid will be paid only to the date of prepayment. Partial prepayments in a
given month may be applied to the outstanding principal balances of the Mortgage
Loans so prepaid on the first day of the month of
58
<PAGE> 139
receipt or the month following receipt. In the latter case, partial prepayments
will not reduce the amount of interest passed through in such month. Both full
and partial prepayments will not be passed through until the month following the
related prepayment period.
The effective yield to Certificateholders will be slightly lower than the
yield otherwise produced by the applicable Pass-Through Rate and purchase price
because while interest will accrue on each Mortgage Loan from the first day of
the month (unless otherwise provided in the related Prospectus Supplement), the
distribution of such interest will not be made earlier than the month following
the month of accrual.
Under certain circumstances, the person identified in the related
Prospectus Supplement may have the option to purchase the assets of a Trust Fund
thereby effecting earlier retirement of the related Series of Certificates. See
"The Pooling and Servicing Agreement--Termination; Optional Termination" herein.
Factors other than those identified herein and in the related Prospectus
Supplement could significantly affect principal prepayments at any time and over
the lives of the Certificates. The relative contribution of the various factors
affecting prepayment may also vary from time to time. There can be no assurance
as to the rate of payment of principal of the Mortgage Assets at any time or
over the lives of the Certificates.
The Prospectus Supplement relating to a Series of Certificates will discuss
in greater detail the effect of the rate and timing of principal payments
(including Principal Prepayments), delinquencies and losses on the yield,
weighted average lives and maturities of such Certificates.
59
<PAGE> 140
THE POOLING AND SERVICING AGREEMENT
Set forth below is a summary of the material provisions of the Agreement
which are not described elsewhere in this Prospectus. Where particular
provisions or terms used in the Agreement are referred to, such provisions or
terms are as specified in the related Agreement.
ASSIGNMENT OF MORTGAGE ASSETS
Assignment of the Mortgage Loans. At the time of issuance of the
Certificates of a Series, the Depositor will cause the Mortgage Loans comprising
the related Trust Fund to be assigned to the Trustee, together with all
principal and interest received by or on behalf of the Depositor on or with
respect to such Mortgage Loans after the Cut-off Date, other than principal and
interest due on or before the Cut-off Date and other than any Retained Interest
specified in the related Prospectus Supplement. The Trustee will, concurrently
with such assignment, deliver the Certificates to the Depositor in exchange for
the Mortgage Loans. Each Mortgage Loan will be identified in a schedule
appearing as an exhibit to the related Agreement. Such schedule will include
information as to the outstanding principal balance of each Mortgage Loan after
application of payments due on the Cut-off Date, as well as information
regarding the Mortgage Rate, the current scheduled monthly payment of principal
and interest, the maturity of the loan, the Loan-to-Value Ratio at origination
and certain other information.
In addition, the Depositor will deliver or cause to be delivered to the
Trustee (or to the custodian hereinafter referred to) as to each Mortgage Loan,
among other things, (i) the Mortgage Note endorsed without recourse in blank or
to the order of the Trustee, (ii) the mortgage, deed of trust or similar
instrument (the "Mortgage") with evidence of recording indicated thereon (except
for any Mortgage not returned from the public recording office, in which case
the Depositor will, unless otherwise specified in the related Prospectus
Supplement, deliver or cause to be delivered a copy of such Mortgage together
with a certificate that the original of such Mortgage was delivered to such
recording office), (iii) an assignment of the Mortgage to the Trustee, which
assignment will be in recordable form and (iv) such other security documents as
may be specified in the related Prospectus Supplement or the related Agreement.
The Depositor will cause the assignments of the related loans to be recorded in
the appropriate public office for real property records, except in states in
which, in the opinion of counsel acceptable to the Trustee, such recording is
not required to protect the Trustee's interest in such loans against the claim
of any subsequent transferee or any successor to or creditor of the Depositor or
the originator of such loans.
With respect to any Mortgage Loans that are Cooperative Loans, the
Depositor will cause to be delivered to the Trustee the related original
cooperative note endorsed without recourse in blank or to the order of the
Trustee, the original security agreement, the proprietary lease or occupancy
agreement, the recognition agreement, an executed financing agreement and the
relevant stock certificate, related blank stock powers and any other document
specified in the related Prospectus Supplement. The Depositor will
60
<PAGE> 141
cause to be filed in the appropriate office an assignment and a financing
statement evidencing the Trustee's security interest in each Cooperative Loan.
The Trustee (or the custodian hereinafter referred to) will review such
Mortgage Loan documents within the period specified in the related Prospectus
Supplement after receipt thereof, and the Trustee will hold such documents in
trust for the benefit of the Certificateholders. If any such document is found
to be missing or defective in any material respect, the Trustee (or such
custodian) will notify the Master Servicer and the Depositor, and the Master
Servicer will notify the related Seller. If the Seller cannot cure the omission
or defect within the period specified in the related Prospectus Supplement after
receipt of such notice, the Seller will be obligated to purchase the related
Mortgage Loan from the Trustee at the Purchase Price or, if so specified in the
related Prospectus Supplement, replace such Mortgage Loan with another mortgage
loan that meets certain requirements set forth therein. There can be no
assurance that a Seller will fulfill this purchase obligation. Although the
Master Servicer may be obligated to enforce such obligation to the extent
described above under "Mortgage Loan Program--Representations by Sellers;
Repurchases," neither the Master Servicer nor the Depositor will be obligated to
purchase such Mortgage Loan if the Seller defaults on its purchase obligation,
unless such breach also constitutes a breach of the representations or
warranties of the Master Servicer or the Depositor, as the case may be. This
purchase obligation constitutes the sole remedy available to the
Certificateholders or the Trustee for omission of, or a material defect in, a
constituent document.
The Trustee will be authorized to appoint a custodian pursuant to a
custodial agreement to maintain possession of and, if applicable, to review the
documents relating to the Mortgage Loans as agent of the Trustee.
Notwithstanding the foregoing provisions. with respect to a Trust Fund for
which a REMIC election is to be made, unless the related Prospectus Supplement
otherwise provides, no purchase of a Mortgage Loan will be made if such purchase
would result in a prohibited transaction tax under the Code.
Assignment of Agency Securities. The Depositor will cause the Agency
Securities to he registered in the name of the Trustee or its nominee, and the
Trustee concurrently will execute, countersign and deliver the Certificates.
Each Agency Security will be identified in a schedule appearing as an exhibit to
the Agreement, which will specify as to each Agency Security the original
principal amount and outstanding principal balance as of the Cut-off Date, the
annual pass-through rate (if any) and the maturity date.
PAYMENTS ON MORTGAGE ASSETS; DEPOSITS TO CERTIFICATE ACCOUNT
The Master Servicer will establish and maintain or cause to be established
and maintained with respect to the related Trust Fund a separate account or
accounts for the collection of payments on the related Mortgage Assets in the
Trust Fund (the "Certificate Account"), which must be either (i) maintained with
a depository institution the short-term unsecured debt obligations of which (or
in the case of a depository institution that is the principal subsidiary of a
holding company, the short-term debt obligations of which) are rated in the
highest short-term rating category by
61
<PAGE> 142
the nationally recognized statistical rating organization(s) that rated one or
more classes of the related Series of Certificates (each, a "Rating Agency"),
(ii) an account or accounts the deposits in which are insured by the FDIC or
SAIF to the limits established by the FDIC or the SAIF, and the uninsured
deposits in which are otherwise secured such that, as evidenced by an opinion of
counsel, the Certificateholders have a claim with respect to the funds in the
Certificate Account or a perfected first priority security interest against any
collateral securing such funds that is superior to the claims of any other
depositors or general creditors of the depository institution with which the
Certificate Account is maintained, (iii) a trust account or accounts maintained
with the trust department of a federal or a state chartered depository
institution or trust company, acting in a fiduciary capacity or (iv) an account
or accounts otherwise acceptable to each Rating Agency. The collateral eligible
to secure amounts in the Certificate Account is limited to Permitted
Investments. A Certificate Account may be maintained as an interest bearing
account or the funds held therein may be invested pending each succeeding
Distribution Date in Permitted Investments. The Master Servicer or its designee
will be entitled to receive any such interest or other income earned on funds in
the Certificate Account as additional compensation and will be obligated to
deposit in the Certificate Account the amount of any loss immediately as
realized. The Certificate Account may be maintained with the Master Servicer or
with a depository institution that is an affiliate of the Master Servicer,
provided it meets the standards set forth above.
The Master Servicer will deposit or cause to be deposited in the
Certificate Account for each Trust Fund on a daily basis, to the extent
applicable and unless otherwise specified in the related Prospectus Supplement
and provided in the Agreement, the following payments and collections received
or Advances made by or on behalf of it subsequent to the Cut-off Date (other
than payments due on or before the Cut-off Date and exclusive of any amounts
representing Retained Interest):
(i) all payments on account of principal, including Principal
Prepayments and, if specified in the related Prospectus Supplement,
prepayment penalties, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans, net of
applicable servicing compensation;
(iii) all proceeds (net of unreimbursed payments of property taxes,
insurance premiums and similar items ("Insured Expenses") incurred, and
unreimbursed Advances made, by the Master Servicer, if any) of the hazard
insurance policies and any Primary Mortgage Insurance Policies, to the
extent such proceeds are not applied to the restoration of the Mortgaged
Property or released to the Mortgagor in accordance with the Master
Servicer's normal servicing procedures (collectively, "Insurance Proceeds")
and all other cash amounts (net of unreimbursed expenses incurred in
connection with liquidation or foreclosure ("Liquidation Expenses") and
unreimbursed Advances, if any) received and retained in connection with the
liquidation of defaulted Mortgage Loans, by foreclosure or otherwise
("Liquidation Proceeds"), together with any net proceeds received on a
monthly basis with respect
62
<PAGE> 143
to any properties acquired on behalf of the Certificateholders by
foreclosure or deed in lieu of foreclosure;
(iv) all proceeds of any Mortgage Loan or property in respect thereof
purchased by the Master Servicer, the Depositor or any Seller as described
under "Mortgage Loan Program--Representations by Sellers; Repurchases" or
"The Pooling and Servicing Agreement--Assignment of Mortgage Assets" above
and all proceeds of any Mortgage Loan repurchased as described under "The
Pooling and Servicing Agreement--Termination; Optional Termination" below;
(v) all payments required to be deposited in the Certificate Account
with respect to any deductible clause in any blanket insurance policy
described under "--Hazard Insurance" below;
(vi) any amount required to be deposited by the Master Servicer in
connection with losses realized on investments for the benefit of the
Master Servicer of funds held in the Certificate Account and, to the extent
specified in the related Prospectus Supplement, any payments required to be
made by the Master Servicer in connection with prepayment interest
shortfalls; and
(vii) all other amounts required to be deposited in the Certificate
Account pursuant to the Agreement.
The Master Servicer (or the Depositor, as applicable) may from time to time
direct the institution that maintains the Certificate Account to withdraw funds
from the Certificate Account for the following purposes:
(i) to pay to the Master Servicer the servicing fees described in the
related Prospectus Supplement, the master servicing fees (subject to
reduction) and, as additional servicing compensation, earnings on or
investment income with respect to funds in the Certificate Account;
(ii) to reimburse the Master Servicer for Advances, such right of
reimbursement with respect to any Mortgage Loan being limited to amounts
received that represent late recoveries of payments of principal and/or
interest on such Mortgage Loan (or Insurance Proceeds or Liquidation
Proceeds with respect thereto) with respect to which such Advance was made;
(iii) to reimburse the Master Servicer for any Advances previously made
which the Master Servicer has determined to be nonrecoverable;
(iv) to reimburse the Master Servicer from Insurance Proceeds for
expenses incurred by the Master Servicer and covered by the related
insurance policies;
(v) to reimburse the Master Servicer for unpaid master servicing fees
and unreimbursed out-of-pocket costs and expenses incurred by the Master
Servicer in the performance of its servicing obligations, such right of
reimbursement being limited to amounts received representing late
recoveries of the payments for which such advances were made;
63
<PAGE> 144
(vi) to pay to the Master Servicer, with respect to each Mortgage Loan
or property acquired in respect thereof that has been purchased by the
Master Servicer pursuant to the Agreement, all amounts received thereon and
not taken into account in determining the principal balance of such
repurchased Mortgage Loan;
(vii) to reimburse the Master Servicer or the Depositor for expenses
incurred and reimbursable pursuant to the Agreement;
(viii) to withdraw any amount deposited in the Certificate Account and
not required to be deposited therein; and
(ix) to clear and terminate the Certificate Account upon termination of
the Agreement.
In addition, unless otherwise specified in the related Prospectus
Supplement, on or prior to the business day immediately preceding each
Distribution Date, the Master Servicer will withdraw from the Certificate
Account the amount of Available Funds, to the extent on deposit, for deposit in
an account maintained by the Trustee for the related Series of Certificates.
COLLECTION PROCEDURES
The Master Servicer, directly or through one or more Sub-Servicers, will
make reasonable efforts to collect all payments called for under the Mortgage
Loans and will, consistent with each Agreement and any Mortgage Pool Insurance
Policy, Primary Mortgage Insurance Policy, FHA Insurance, VA Guaranty and
Bankruptcy Bond or alternative arrangements, follow such collection procedures
as it follows with respect to mortgage loans that are comparable to the Mortgage
Loans held in its own portfolio. Consistent with the above, the Master Servicer
may, in its discretion, (i) waive any assumption fee, late payment or other
charge in connection with a Mortgage Loan and (ii) to the extent not
inconsistent with the coverage of such Mortgage Loan by a Mortgage Pool
Insurance Policy, Primary Mortgage Insurance Policy, FHA Insurance, VA Guaranty
or Bankruptcy Bond or alternative arrangements, if applicable, arrange with a
Mortgagor a schedule for the liquidation of delinquencies running for no more
than 125 days, or such other number of days specified in the related Prospectus
Supplement, after the applicable due date for each payment. To the extent the
Master Servicer is obligated to make or to cause to be made Advances, such
obligation will remain during any period of such an arrangement.
In any case in which property securing a conventional Mortgage Loan has
been, or is about to be, conveyed by the Mortgagor, the Master Servicer will, to
the extent it has knowledge of such conveyance or proposed conveyance, exercise
or cause to be exercised its rights to accelerate the maturity of such Mortgage
Loan under any due-on-sale clause applicable thereto, but only if the exercise
of such rights is permitted by applicable law and will not impair or threaten to
impair any recovery under any related Primary Mortgage Insurance Policy. If
these conditions are not met or if the Master Servicer reasonably believes it is
unable under applicable law to enforce such due-on-sale clause or if such
Mortgage Loan is, by its terms, assumable, the Master Servicer will seek to
64
<PAGE> 145
enter into or cause to be entered into an assumption and modification agreement
with the person to whom such property has been or is about to be conveyed,
pursuant to which such person becomes liable for repayment of the Mortgage Loan
and, to the extent permitted by applicable law, the Mortgagor also remains
liable thereon. Any fee collected by or on behalf of the Master Servicer for
entering into an assumption agreement will be retained by or on behalf of the
Master Servicer as additional servicing compensation. See "Certain Legal Aspects
of the Mortgage Loans -- Due-on-Sale Clauses" herein. In connection with any
such assumption, the terms of the related Mortgage Loan may not be changed.
With respect to Cooperative Loans, any prospective purchaser generally will
have to obtain the approval of the board of directors of the relevant
Cooperative before purchasing the shares and acquiring rights under the related
proprietary lease or occupancy agreement. See "Certain Legal Aspects of the
Mortgage Loans" herein. This approval is usually based on the purchaser's income
and net worth and numerous other factors. Although the Cooperative's approval is
unlikely to be unreasonably withheld or delayed, the necessity of acquiring such
approval could limit the number of potential purchasers for those shares and
otherwise limit the Trust Fund's ability to sell and realize the value of those
shares.
In general, a "tenant-stockholder" (as defined in Code Section 216(b)(2))
of a corporation that qualifies as a "cooperative housing corporation" within
the meaning of Code Section 216(b)(1) is allowed a deduction for amounts paid or
accrued within his taxable year to the corporation representing his
proportionate share of certain interest expenses and certain real estate taxes
allowable as a deduction under Code Section 216(a) to the corporation under Code
Sections 163 and 164. In order for a corporation to qualify under Code Section
216(b)(1) for its taxable year in which such items are allowable as a deduction
to the corporation, such Section requires, among other things, that at least 80%
of the gross income of the corporation be derived from its tenant-stockholders
(as defined in Code Section 216(b)(2)). By virtue of this requirement, the
status of a corporation for purposes of Code Section 216(b)(1) must be
determined on a year-to-year basis. Consequently, there can be no assurance that
Cooperatives relating to the Cooperative Loans will qualify under such Section
for any particular year. In the event that such a Cooperative fails to qualify
for one or more years, the value of the collateral securing any related
Cooperative Loans could be significantly impaired because no deduction would be
allowable to tenant-stockholders under Code Section 216(a) with respect to those
years. In view of the significance of the tax benefits accorded tenant-
stockholders of a corporation that qualifies under Code Section 216(b)(1), the
likelihood that such a failure would be permitted to continue over a period of
years appears remote.
HAZARD INSURANCE
The Master Servicer will require the Mortgagor on each Mortgage Loan to
maintain a hazard insurance policy providing for no less than the coverage of
the standard form of fire insurance policy with extended coverage customary for
the type of Mortgaged Property in the state in which such Mortgaged Property is
located. Such coverage will be in an amount that is at least equal to the lesser
of (i) the maximum insurable value of
65
<PAGE> 146
the improvements securing such Mortgage Loan or (ii) the greater of (y) the
outstanding principal balance of the Mortgage Loan and (z) an amount such that
the proceeds of such policy shall be sufficient to prevent the mortgagor and/or
the mortgagee from becoming a co-insurer. All amounts collected by the Master
Servicer under any hazard policy (except for amounts to be applied to the
restoration or repair of the Mortgaged Property or released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures) will be
deposited in the related Certificate Account. In the event that the Master
Servicer maintains a blanket policy insuring against hazard losses on all the
Mortgage Loans comprising part of a Trust Fund, it will conclusively be deemed
to have satisfied its obligation relating to the maintenance of hazard
insurance. Such blanket policy may contain a deductible clause, in which case
the Master Servicer will be required to deposit from its own funds into the
related Certificate Account the amounts that would have been deposited therein
but for such clause.
In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements securing a Mortgage Loan
by fire, lightning, explosion, smoke, windstorm and hail, riot, strike and civil
commotion, subject to the conditions and exclusions particularized in each
policy. Although the policies relating to the Mortgage Loans may have been
underwritten by different insurers under different state laws in accordance with
different applicable forms and therefore may not contain identical terms and
conditions, the basic terms thereof are dictated by the respective state laws,
and most such policies typically do 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 mud
flows), nuclear reactions, wet or dry rot, vermin, rodents, insects or domestic
animals, theft and, in certain cases, vandalism. The foregoing list is merely
indicative of certain kinds of uninsured risks and is not intended to be all
inclusive. If the Mortgaged Property securing a Mortgage Loan is located in a
federally designated special flood area at the time of origination, the Master
Servicer will require the Mortgagor to obtain and maintain flood insurance.
The hazard insurance policies covering properties securing the Mortgage
Loans typically contain a clause which in effect requires the insured at all
times to carry insurance of a specified percentage (generally 80% to 90%) of the
full replacement value of the insured property in order to recover the full
amount of any partial loss. If the insured's coverage falls below this specified
percentage, then the insurer's liability in the event of partial loss will not
exceed the larger of (i) the actual cash value (generally defined as replacement
cost at the time and place of loss, less physical depreciation) of the
improvements damaged or destroyed or (ii) such proportion of the loss as the
amount of insurance carried bears to the specified percentage of the full
replacement cost of such improvements. Since the amount of hazard insurance the
Master Servicer may cause to be maintained on the improvements securing the
Mortgage Loans declines as the principal balances owing thereon decrease, and
since improved real estate generally has appreciated in value over time in the
past, the effect of this requirement in the event of partial loss may be that
hazard insurance proceeds will be insufficient to
66
<PAGE> 147
restore fully the damaged property. If specified in the related Prospectus
Supplement, a special hazard insurance policy will be obtained to insure against
certain of the uninsured risks described above. See "Credit Enhancement--Special
Hazard Insurance Policies" herein and "Credit Enhancements -- Insurance --
Special Hazard Insurance Policy" in the related Prospectus Supplement.
The Master Servicer will not require that a standard hazard or flood
insurance policy be maintained on the cooperative dwelling relating to any
Cooperative Loan. Generally, the Cooperative itself is responsible for
maintenance of hazard insurance for the property owned by the Cooperative and
the tenant-stockholders of that Cooperative do not maintain individual hazard
insurance policies. To the extent, however, that a Cooperative and the related
borrower on a Cooperative Loan do not maintain such insurance or do not maintain
adequate coverage or any insurance proceeds are not applied to the restoration
of damaged property, any damage to such borrower's cooperative dwelling or such
Cooperative's building could significantly reduce the value of the collateral
securing such Cooperative Loan to the extent not covered by other credit
support.
REALIZATION UPON DEFAULTED MORTGAGE LOANS
Primary Mortgage Insurance Policies. The Master Servicer will maintain or
cause to be maintained, as the case may be, in full force and effect, to the
extent specified in the related Prospectus Supplement, a Primary Mortgage
Insurance Policy with regard to each Mortgage Loan for which such coverage is
required. The Master Servicer will not cancel or refuse to renew any such
Primary Mortgage Insurance Policy in effect at the time of the initial issuance
of a Series of Certificates that is required to be kept in force under the
applicable Agreement unless the replacement Primary Mortgage Insurance Policy
for such canceled or nonrenewed policy is maintained with an insurer whose
claims-paying ability is sufficient to maintain the current rating of the
classes of Certificates of such Series that have been rated.
Although the terms and conditions of primary mortgage insurance vary, the
amount of a claim for benefits under a Primary Mortgage Insurance Policy
covering a Mortgage Loan will consist of the insured percentage of the unpaid
principal amount of the covered Mortgage Loan and accrued and unpaid interest
thereon and reimbursement of certain expenses, less (i) all rents or other
payments collected or received by the insured (other than the proceeds of hazard
insurance) that are derived from or in any way related to the Mortgaged
Property, (ii) hazard insurance proceeds in excess of the amount required to
restore the Mortgaged Property and which have not been applied to the payment of
the Mortgage Loan, (iii) amounts expended but not approved by the issuer of the
related Primary Mortgage Insurance Policy (the "Primary Insurer"), (iv) claim
payments previously made by the Primary Insurer and (v) unpaid premiums.
Primary Mortgage Insurance Policies reimburse certain losses sustained by
reason of defaults in payments by borrowers. Primary Mortgage Insurance Policies
will not insure against, and exclude from coverage, a loss sustained by reason
of a default arising from or involving certain matters, including (i) fraud or
negligence in origination or servicing
67
<PAGE> 148
of the Mortgage Loans. including misrepresentation by the originator, Mortgagor
or other persons involved in the origination of the Mortgage Loan; (ii) failure
to construct the Mortgaged Property subject to the Mortgage Loan in accordance
with specified plans; (iii) physical damage to the Mortgaged Property; and (iv)
the related Sub-Servicer not being approved as a servicer by the Primary
Insurer.
Recoveries Under a Primary Mortgage Insurance Policy. As conditions
precedent to the filing of or payment of a claim under a Primary Mortgage
Insurance Policy covering a Mortgage Loan, the insured will be required to (i)
advance or discharge (a) all hazard insurance policy premiums and (b) as
necessary and approved in advance by the Primary Insurer, (1) real estate
property taxes, (2) all expenses required to maintain the related Mortgaged
Property in at least as good a condition as existed at the effective date of
such Primary Mortgage Insurance Policy, ordinary wear and tear excepted, (3)
Mortgaged Property sales expenses, (4) any outstanding liens (as defined in such
Primary Mortgage Insurance Policy) on the Mortgaged Property and (5) foreclosure
costs, including court costs and reasonable attorneys' fees; (ii) in the event
of any physical loss or damage to the Mortgaged Property, have the Mortgaged
Property restored and repaired to at least as good a condition as existed at the
effective date of such Primary Mortgage Insurance Policy, ordinary wear and tear
excepted; and (iii) tender to the Primary Insurer good and merchantable title to
and possession of the Mortgaged Property.
The Master Servicer, on behalf of itself, the Trustee and the
Certificateholders, will present claims to the insurer under each Primary
Mortgage Insurance Policy, and will take such reasonable steps as are necessary
to receive payment or to permit recovery thereunder with respect to defaulted
Mortgage Loans. As set forth above, all collections by or on behalf of the
Master Servicer under any Primary Mortgage Insurance Policy and, when the
Mortgaged Property has not been restored, the hazard insurance policy, are to be
deposited in the Certificate Account, subject to withdrawal as heretofore
described.
If the Mortgaged Property securing a defaulted Mortgage Loan is damaged and
proceeds, if any, from the related hazard insurance policy are insufficient to
restore the damaged Mortgaged Property to a condition sufficient to permit
recovery under the related Primary Mortgage Insurance Policy, if any, the Master
Servicer is not required to expend its own funds to restore the damaged
Mortgaged Property unless it determines (i) that such restoration will increase
the proceeds to Certificateholders on liquidation of the Mortgage Loan after
reimbursement of the Master Servicer for its expenses and (ii) that such
expenses will be recoverable by it from related Insurance Proceeds or
Liquidation Proceeds.
If recovery on a defaulted Mortgage Loan under any related Primary Mortgage
Insurance Policy is not available, or if the defaulted Mortgage Loan is not
covered by a Primary Mortgage Insurance Policy, the Master Servicer will be
obligated to follow or cause to be followed such normal practices and procedures
as it deems necessary or advisable to realize upon the defaulted Mortgage Loan.
If the proceeds of any liquidation of the Mortgaged Property securing the
defaulted Mortgage Loan are less than the
68
<PAGE> 149
principal balance of such Mortgage Loan plus interest accrued thereon that is
payable to Certificateholders, the Trust Fund will realize a loss in the amount
of such difference plus the aggregate of expenses incurred by the Master
Servicer in connection with such proceedings that are reimbursable under the
Agreement. In the unlikely event that any such proceedings result in a total
recovery which is, after reimbursement to the Master Servicer of its expenses,
in excess of the principal balance of such Mortgage Loan plus interest accrued
thereon that is payable to Certificateholders, the Master Servicer will be
entitled to withdraw or retain from the Certificate Account amounts representing
its normal servicing compensation with respect to such Mortgage Loan and amounts
representing the balance of such excess, exclusive of any amount required by law
to be forwarded to the related Mortgagor, as additional servicing compensation.
If the Master Servicer or its designee recovers Insurance Proceeds which,
when added to any related Liquidation Proceeds and after deduction of certain
expenses reimbursable to the Master Servicer, exceed the principal balance of a
Mortgage Loan plus interest accrued thereon that is payable to
Certificateholders, the Master Servicer will be entitled to withdraw or retain
from the Certificate Account amounts representing its normal servicing
compensation with respect to such Mortgage Loan. In the event that the Master
Servicer has expended its own funds to restore the damaged Mortgaged Property
and such funds have not been reimbursed under the related hazard insurance
police it will be entitled to withdraw from the Certificate Account out of
related Liquidation Proceeds or Insurance Proceeds an amount equal to such
expenses incurred by it, in which event the Trust Fund may realize a loss up to
the amount so charged. Since Insurance Proceeds cannot exceed deficiency claims
and certain expenses incurred by the Master Servicer, no such payment or
recovery will result in a recovery to the Trust Fund that exceeds the principal
balance of the defaulted Mortgage Loan together with accrued interest thereon.
See "Credit Enhancement" herein and in the related Prospectus Supplement.
The proceeds from any liquidation of a Mortgage Loan will be applied in the
following order of priority: first, to reimburse the Master Servicer for any
unreimbursed expenses incurred by it to restore the related Mortgaged Property
and any unreimbursed servicing compensation payable to the Master Servicer with
respect to such Mortgage Loan; second, to reimburse the Master Servicer for any
unreimbursed Advances with respect to such Mortgage Loan: third, to accrued and
unpaid interest (to the extent no Advance has been made for such amount) on such
Mortgage Loan; and fourth, as a recovery of principal of such Mortgage Loan.
FHA Insurance; VA Guaranties. Mortgage Loans designated in the related
Prospectus Supplement as insured by the FHA will be insured by the FHA as
authorized under the United States Housing Act of 1937, as amended ("FHA
Insurance"). Such Mortgage Loans will be insured under various FHA programs
including the standard FHA 203(b) program to finance the acquisition of one-to
four-family housing units and the FHA 245 graduated payment mortgage program.
These programs generally limit the principal amount and interest rates of the
mortgage loans insured. Mortgage Loans insured by the FHA generally require a
minimum down
69
<PAGE> 150
payment of approximately 5% of the original principal amount of the loan. No
FHA-insured Mortgage Loans relating to a Series may have an interest rate or
original principal amount exceeding the applicable FHA limits at the time of
origination of such loan.
The insurance premiums for Mortgage Loans insured by the FHA are collected
by lenders approved by the Department of Housing and Urban Development ("HUD")
or by the Master Servicer or any Sub-Servicers and are paid to the FHA. The
regulations governing FHA single-family mortgage insurance programs provide that
insurance benefits are payable either upon foreclosure (or other acquisition of
possession) and conveyance of the mortgaged premises to HUD or upon assignment
of the defaulted Mortgage Loan to HUD. With respect to a defaulted FHA-insured
Mortgage Loan, the Master Servicer or any Sub-Servicer is limited in its ability
to initiate foreclosure proceedings. When it is determined, either by the Master
Servicer or any Sub-Servicer or HUD, that default was caused by circumstances
beyond the Mortgagor's control, the Master Servicer or any Sub-Servicer is
expected to make an effort to avoid foreclosure by entering, if feasible, into
one of a number of available forms of forbearance plans with the Mortgagor. Such
plans may involve the reduction or suspension of regular mortgage payments for a
specified period, with such payments to be made up on or before the maturity
date of the mortgage, or the recasting of payments due under the mortgage up to
or beyond the maturity date. In addition, when a default caused by such
circumstances is accompanied by certain other criteria, HUD may provide relief
by making payments to the Master Servicer or any Sub-Servicer in partial or full
satisfaction of amounts due under the Mortgage Loan (which payments are to be
repaid by the Mortgagor to HUD) or by accepting assignment of the loan from the
Master Servicer or any Sub-Servicer. With certain exceptions. at least three
full monthly installments must be due and unpaid under the Mortgage Loan and HUD
must have rejected any request for relief from the Mortgagor before the Master
Servicer or any Sub-Servicer may initiate foreclosure proceedings.
HUD has the option, in most cases, to pay insurance claims in cash or in
debentures issued by HUD. Currently, claims are being paid in cash, and claims
have not been paid in debentures since 1965. HUD debentures issued in
satisfaction of FHA insurance claims bear interest at the applicable HUD
debentures interest rate. The Master Servicer or any Sub-Servicer of each
FHA-insured Mortgage Loan will be obligated to purchase any such debenture
issued in satisfaction of such Mortgage Loan upon default for an amount equal to
the principal amount of any such debenture.
The amount of insurance benefits generally paid by the FHA is equal to the
entire unpaid principal amount of the defaulted Mortgage Loan adjusted to
reimburse the Master Servicer or Sub-Servicer for certain costs and expenses and
to deduct certain amounts received or retained by the Master Servicer or
Sub-Servicer after default. When entitlement to insurance benefits results from
foreclosure (or other acquisition of possession) and conveyance to HUD, the
Master Servicer or Sub-Servicer is compensated for no more than two-thirds of
its foreclosure costs, and is compensated for interest accrued and unpaid prior
to such date but in general only to the extent it was
70
<PAGE> 151
allowed pursuant to a forbearance plan approved by HUD. When entitlement to
insurance benefits results from assignment of the Mortgage Loan to HUD, the
insurance payment includes full compensation for interest accrued and unpaid to
the assignment date. The insurance payment itself, upon foreclosure of an
FHA-insured Mortgage Loan, bears interest from a date 30 days after the
Mortgagor's first uncorrected failure to perform any obligation to make any
payment due under the Mortgage Loan and, upon assignment, from the date of
assignment to the date of payment of the claim, in each case at the same
interest rate as the applicable HUD debenture interest rate as described above.
Mortgage Loans designated in the related Prospectus Supplement as
guaranteed by the VA will be partially guaranteed by the VA under the
Serviceman's Readjustment Act of 1944, as amended (a "VA Guaranty"). The
Serviceman's Readjustment Act of 1944, as amended. permits a veteran (or in
certain instances the spouse of a veteran) to obtain a mortgage loan guaranty by
the VA covering mortgage financing of the purchase of a one- to four-family
dwelling unit at interest rates permitted by the VA. The program has no mortgage
loan limits, requires no down payment from the purchaser and permits the
guarantee of mortgage loans of up to 30 years' duration. However, no Mortgage
Loan guaranteed by the VA will have an original principal amount greater than
five times the partial VA guaranty for such Mortgage Loan.
The maximum guaranty that may be issued by the VA under a VA guaranteed
mortgage loan depends upon the original principal amount of the mortgage loan,
as further described in 38 United States Code Section 1803(a), as amended. As of
January 1, 1990, the maximum guaranty that may be issued by the VA under a VA
guaranteed mortgage loan of more than $144,000 is the lesser of 25% of the
original principal amount of the mortgage loan and $46,000. The liability on the
guaranty is reduced or increased pro rata with any reduction or increase in the
amount of indebtedness, but in no event will the amount payable on the guaranty
exceed the amount of the original guaranty. The VA may, at its option and
without regard to the guaranty, make full payment to a mortgage holder of
unsatisfied indebtedness on a mortgage upon its assignment to the VA.
With respect to a defaulted VA guaranteed Mortgage Loan, the Master
Servicer or Sub-Servicer is, absent exceptional circumstances, authorized to
announce its intention to foreclose only when the default has continued for
three months. Generally, a claim for the guaranty is submitted after liquidation
of the Mortgaged Property.
The amount payable under the guaranty will be the percentage of the
VA-insured Mortgage Loan originally guaranteed applied to indebtedness
outstanding as of the applicable date of computation specified in the VA
regulations. Payments under the guaranty will be equal to the unpaid principal
amount of the loan, interest accrued on the unpaid balance of the loan to the
appropriate date of computation and limited expenses of the mortgagee, but in
each case only to the extent that such amounts have not been recovered through
liquidation of the Mortgaged Property. The amount payable under the guaranty may
in no event exceed the amount of the original guaranty.
71
<PAGE> 152
SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES
The principal servicing compensation to be paid to the Master Servicer in
respect of its master servicing activities for each Series of Certificates will
be equal to the percentage per annum described in the related Prospectus
Supplement (which may vary under certain circumstances) of the outstanding
principal balance of each Mortgage Loan, and such compensation will be retained
by it from collections of interest on such Mortgage Loan in the related Trust
Fund (the "Master Servicing Fee"). Unless otherwise specified in the related
Prospectus Supplement, as compensation for its servicing duties, a Sub-Servicer
or, if there is no Sub-Servicer, the Master Servicer will be entitled to a
monthly servicing fee as described in the related Prospectus Supplement. In
addition, the Master Servicer or a Sub-Servicer will retain all prepayment
charges, assumption fees and late payment charges, to the extent collected from
Mortgagors, and any benefit that may accrue as a result of the investment of
funds in the applicable Certificate Account.
The Master Servicer will pay or cause to be paid certain ongoing expenses
associated with each Trust Fund and incurred by it in connection with its
responsibilities under the related Agreement, including, without limitation,
payment of any fee or other amount payable in respect of any credit enhancement
arrangements, payment of the fees and disbursements of the Trustee, any
custodian appointed by the Trustee, the certificate registrar and any paying
agent, and payment of expenses incurred in enforcing the obligations of
Sub-Servicers and Sellers. The Master Servicer will be entitled to reimbursement
of expenses incurred in enforcing the obligations of Sub-Servicers and Sellers
under certain limited circumstances. In addition, as indicated in the preceding
section, the Master Servicer will be entitled to reimbursement for certain
expenses incurred by it in connection with any defaulted Mortgage Loan as to
which it has determined that all recoverable Liquidation Proceeds and Insurance
Proceeds have been received (a "Liquidated Mortgage"), and in connection with
the restoration of Mortgaged Properties, such right of reimbursement being prior
to the rights of Certificateholders to receive any related Liquidation Proceeds
(including Insurance Proceeds).
EVIDENCE AS TO COMPLIANCE
Each Agreement will provide that on or before a specified date in each
year, a firm of independent public accountants will furnish a statement to the
Trustee to the effect that, on the basis of the examination by such firm
conducted substantially in compliance with the Uniform Single Attestation
Program for Mortgage Bankers or the Audit Program for Mortgages serviced for
FHLMC, the servicing by or on behalf of the Master Servicer of Mortgage Loans or
Agency Securities, under Agreements substantially similar to each other
(including the related Agreement) was conducted in compliance with the minimum
standards of the Uniform Single Attestation Program for Mortgage Bankers or the
Audit Program for Mortgages serviced for FHLMC, as applicable, with such
agreements except for any significant exceptions or errors in records that, in
the opinion of the firm, the Audit Program for Mortgages serviced for FHLMC or
the Uniform Single Attestation Program for Mortgage Bankers requires it to
72
<PAGE> 153
report. In rendering its statement such firm may rely, as to matters relating to
the direct servicing of Mortgage Loans or Agency Securities by Sub-Servicers,
upon comparable statements for examinations conducted substantially in
compliance with the Uniform Single Attestation Program for Mortgage Bankers or
the Audit Program for Mortgages serviced for FHLMC (rendered within one year of
such statement) of firms of independent public accountants with respect to the
related Sub-Servicer.
Each Agreement will also provide for delivery to the Trustee, on or before
a specified date in each year, of an annual statement signed by an officer of
the Master Servicer to the effect that the Master Servicer has fulfilled its
obligations under the Agreement throughout the preceding year.
Copies of the annual accountants' statement and the statement of officers
of the Master Servicer may be obtained by Certificateholders of the related
Series without charge upon written request to the Master Servicer at the address
set forth in the related Prospectus Supplement.
LIST OF CERTIFICATEHOLDERS
Each Agreement will provide that three or more holders of Certificates of
any Series may, by written request to the Trustee, obtain access to the list of
all Certificateholders maintained by the Trustee for the purpose of
communicating with other Certificateholders with respect to their rights under
the Agreement and the Certificates.
CERTAIN MATTERS REGARDING THE MASTER SERVICER AND THE DEPOSITOR
The Master Servicer under each Agreement will be named in the related
Prospectus Supplement. The entity serving as Master Servicer may be an affiliate
of the Depositor, may be a Seller or may have normal business relationships with
the Depositor or the Depositor's affiliates.
Each Agreement will provide that the Master Servicer may not resign from
its obligations and duties under the Agreement except upon a determination that
the performance by it of its duties thereunder is no longer permissible under
applicable law. No such resignation will become effective until the Trustee or a
successor servicer has assumed the Master Servicer's obligations and duties
under the Agreement. Notwithstanding the foregoing, each Agreement will provide
that the Master Servicer may assign its rights and obligations under the
applicable Agreement to an entity that (i) is reasonably acceptable to the
Trustee and any third-party provider of credit enhancement for the related
Series, (ii) is duly qualified and licensed to service mortgage loans comparable
to the Mortgage Loans in the jurisdictions in which the Mortgaged Properties are
located, (iii) has a net worth of not less than $10,000,000 and is an approved
servicer for either FNMA or FHLMC, (iv) will not cause any Rating Agency to
lower or withdraw its then-current rating assigned to the Certificates of the
related Series and (v) executes and delivers an agreement pursuant to which such
successor agrees to be bound by all of the terms and conditions of the
applicable Agreement.
73
<PAGE> 154
Each Agreement will further provide that neither the Master Servicer, the
Depositor nor any director, officer, employee, or agent of the Master Servicer
or the Depositor will be under any liability to the related Trust Fund or
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to the Agreement, or for errors in judgment;
provided, however, that neither the Master Servicer, the Depositor nor any such
person will be protected against any liability that would otherwise be imposed
by reason of willful misfeasance, bad faith or negligence in the performance of
duties thereunder or by reason of reckless disregard of obligations and duties
thereunder. Each Agreement will further provide that the Master Servicer, the
Depositor and any director, officer, employee or agent of the Master Servicer or
the Depositor will be entitled to indemnification by the related Trust Fund and
will be held harmless against any loss, liability or expense incurred in
connection with any legal action relating to the Agreement or the Certificates,
other than any loss, liability or expense related to any specific Mortgage Asset
or Mortgage Assets (except any such loss, liability or expense otherwise
reimbursable pursuant to the Agreement) and any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of duties thereunder or by reason of reckless disregard of
obligations and duties thereunder. In addition, each Agreement will provide that
neither the Master Servicer nor the Depositor will be under any obligation to
appear in, prosecute or defend any legal action which is not incidental to its
respective responsibilities under the Agreement and which in its opinion may
involve it in any expense or liability. The Master Servicer or the Depositor
may, however, in its discretion undertake any such action which it may deem
necessary or desirable with respect to the 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 Fund,
and the Master Servicer or the Depositor, as the case may be, will be entitled
to be reimbursed therefor out of funds otherwise distributable to
Certificateholders.
Any person into which the Master Servicer may be merged or consolidated, or
any person resulting from any merger or consolidation to which the Master
Servicer is a party, or any person succeeding to the business of the Master
Servicer, will be the successor of the Master Servicer under each Agreement,
provided that such person is qualified to sell mortgage loans to, and service
mortgage loans on behalf of, FNMA or FHLMC and further provided that such
merger, consolidation or succession does not adversely affect the then current
rating or ratings of the class or classes of Certificates of such Series that
have been rated.
EVENTS OF DEFAULT
Events of Default under each Agreement will consist of (i) any failure by
the Master Servicer to deposit in the Certificate Account or remit to the
Trustee any payment (other than an Advance) which continues unremedied for five
days after the giving of written notice of such failure to the Master Servicer
by the Trustee or the Depositor, or to the Master Servicer and the Trustee by
the holders of Certificates having not less than 25% of the Voting Rights
evidenced by the Certificates; (ii) any
74
<PAGE> 155
failure by the Master Servicer to make an Advance as required under the
Agreement, unless cured as specified therein; (iii) any failure by the Master
Servicer to observe or perform in any material respect any of its other
covenants or agreements in the Agreement which continues unremedied for sixty
days after the giving of written notice of such failure to the Master Servicer
by the Trustee or the Depositor, or to the Master Servicer and the Trustee by
the holders of Certificates of any class evidencing not less than 25% of the
Voting Rights evidenced by the Certificate; and (iv) certain events of
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceeding and certain actions by or on behalf of the Master Servicer
indicating its insolvency, reorganization or inability to pay its obligations.
"Voting Rights" are the portion of voting rights of all of the Certificates
which are allocated to any Certificate pursuant to the terms of the Agreement.
If specified in the related Prospectus Supplement, the Agreement will
permit the Trustee to sell the Mortgage Assets and the other assets of the Trust
Fund in the event that payments in respect thereto are insufficient to make
payments required in the Agreement. The assets of the Trust Fund will be sold
only under the circumstances and in the manner specified in the related
Prospectus Supplement.
RIGHTS UPON EVENT OF DEFAULT
So long as an Event of Default under an Agreement remains unremedied, the
Depositor or the Trustee may, and at the direction of holders of Certificates
having not less than 25% of the Voting Rights and under such other circumstances
as may be specified in such Agreement, the Trustee shall terminate all of the
rights and obligations of the Master Servicer under the Agreement relating to
such Trust Fund and in and to the Mortgage Assets, whereupon the Trustee will
succeed to all of the responsibilities, duties and liabilities of the Master
Servicer under the Agreement, including, if specified in the related Prospectus
Supplement, the obligation to make Advances, and will be entitled to similar
compensation arrangements. In the event that the Trustee is unwilling or unable
so to act, it may appoint, or petition a court of competent jurisdiction for the
appointment of, a mortgage loan servicing institution with a net worth of at
least $10,000,000 to act as successor to the Master Servicer under the
Agreement. Pending such appointment, the Trustee is obligated to act in such
capacity. The Trustee and any such successor may agree upon the servicing
compensation to be paid to the successor servicer, which in no event may be
greater than the compensation payable to the Master Servicer under the
Agreement.
No Certificateholder, solely by virtue of such holder's status as a
Certificateholder, will have any right under any Agreement to institute any
proceeding with respect to such Agreement, unless such holder previously has
given to the Trustee written notice of default and unless the holders of any
class of Certificates of such Series evidencing not less than 25% of the Voting
Rights 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.
75
<PAGE> 156
AMENDMENT
Each Agreement may be amended by the Depositor, the Master Servicer and the
Trustee, without the consent of any of the Certificateholders, (i) to cure any
ambiguity; (ii) to correct or supplement any provision therein which may be
defective or inconsistent with any other provision therein (including to give
effect to the expectations of holders); or (iii) to make any other provision
with respect to matters or questions arising under the Agreement, provided that
such action will not as evidenced by an opinion of counsel, adversely affect in
any material respect the interests of any Certificateholder; provided, however,
that no such opinion of counsel will be required if the person requesting such
amendment obtains a letter from each rating agency requested to rate the class
or classes of Certificates of such Series stating that such amendment will not
result in the downgrading or withdrawal of the respective ratings then assigned
to such Certificates. In addition, if a REMIC election is made with respect to a
Trust Fund, the related Agreement may be amended to modify, eliminate or add to
any of its provisions to such extent as may be necessary to maintain the
qualification of the related Trust Fund as a REMIC, provided that the Trustee
has received an opinion of counsel to the effect that such action is necessary
or helpful to maintain such qualification. Each Agreement may also be amended by
the Depositor, the Master Servicer and the Trustee with the consent of holders
of Certificates of such Series evidencing a majority in interest of each class
affected thereby for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Agreement or of modifying in
any manner the rights of the holders of the related Certificates; provided,
however, that no such amendment may (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Assets that are required to
be distributed on any Certificate without the consent of the holder of such
Certificate, (ii) adversely affect in any material respect the interests of the
holders of any class of Certificates in a manner other than as described in (i),
without the consent of the holders of Certificates of such class evidencing, as
to such class, percentage interests aggregating 66%, or (iii) reduce the
aforesaid percentage of Certificates of any class of holders that is required to
consent to any such amendment without the consent of the holders of all
Certificates of such class covered by such Agreement then outstanding. If a
REMIC election is made with respect to a Trust Fund, the Trustee will not be
entitled to consent to an amendment to the related Agreement without having
first received an opinion of counsel to the effect that such amendment will not
cause such Trust Fund to fail to qualify as a REMIC.
TERMINATION; OPTIONAL TERMINATION
The obligations created by each Agreement for each Series of Certificates
will terminate upon the payment to the related Certificateholders of all amounts
held in the Certificate Account or by the Master Servicer and required to be
paid to them pursuant to such Agreement following the later of (i) the final
payment or other liquidation of the last of the Mortgage Assets subject thereto
or the disposition of all property acquired upon foreclosure of any such
Mortgage Assets remaining in the Trust Fund and (ii) the purchase by the
Terminator (or, in the case of an auction sale as described below, one or
76
<PAGE> 157
more third parties) from the related Trust Fund of all of the remaining Mortgage
Assets and all property acquired in respect of such Mortgage Assets; provided
that the Trust Fund will terminate not later than the death of the survivors of
the person named in the related Agreement. The "Terminator" may be the Master
Servicer, one or more subservicers, the Depositor, the holder of a REMIC
residual interest or the provider of credit enhancement, as specified in the
related Prospectus Supplement.
Any purchase of Mortgage Assets and property acquired in respect of
Mortgage Assets evidenced by a Series of Certificates will be made at the option
of the applicable Terminator at a price, and in accordance with the procedures,
specified in the related Prospectus Supplement. The exercise of such right will
effect early retirement of the Certificates of that Series, but the right of any
Terminator to so purchase is subject to the principal balance of the related
Mortgage Assets being less than a fixed percentage, not more than 10%, specified
in the related Prospectus Supplement of the aggregate principal balance of the
Mortgage Assets at the Cut-off Date for the Series. The purchase price may be
less than the outstanding principal of the related Certificates if the Mortgage
Assets include Mortgaged Properties acquired by the Trust Fund through
foreclosure or deed-in-lieu of foreclosure in connection with defaulted Mortgage
Loans and the values of such Mortgaged Properties are less than the outstanding
principal balances of the related Mortgage Loans. In addition, if the related
Prospectus Supplement so provides, the Trustee may be required to conduct an
auction sale of the Mortgage Assets in accordance with the procedures specified
in such Prospectus Supplement in the event that the Terminator is eligible to
exercise its purchase option but elects not to do so. Any such auction sale
generally will require a minimum bid equal to the outstanding principal balance
of the related Certificates plus accrued interest thereon. The foregoing is
subject to the provision that if a REMIC election is made with respect to a
Trust Fund, any repurchase pursuant to clause (ii) above will be made only in
connection with a "qualified liquidation" of the REMIC within the meaning of
Section 860F(g)(4) of the Code.
THE TRUSTEE
The Trustee under each Agreement will be named in the applicable Prospectus
Supplement. The commercial bank or trust company serving as Trustee may have
banking relationships with the Depositor, the Master Servicer and any of their
respective affiliates.
77
<PAGE> 158
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS
The following discussion contains summaries, which are general in nature,
of certain legal matters relating to the Mortgage Loans. Because the Mortgaged
Properties are expected to be located throughout the United States and because
such legal aspects are governed primarily 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 or to encompass the laws of all states
in which the security for the Mortgage Loans is situated.
GENERAL
The Mortgage Loans will be secured by deeds of trust, mortgages, security
deeds or deeds to secure debt, depending upon the prevailing practice in the
state in which the property subject to the loan is located. Deeds of trust are
used almost exclusively in California instead of mortgages. A mortgage creates a
lien upon the real property encumbered by the mortgage, which lien is generally
not prior to the lien for real estate taxes and assessments. Priority between
mortgages depends on their terms and generally on the order of recording with a
state or county office. There are two parties to a mortgage: the mortgagor, who
is the borrower and owner of the mortgaged property, and the mortgagee, who is
the lender. Under the mortgage instrument, the mortgagor delivers to the
mortgagee a note or bond and the mortgage. Although a deed of trust is similar
to a mortgage, a deed of trust formally has three parties, the borrower-property
owner called the trustor (similar to a mortgagor), a lender (similar to a
mortgagee) called the beneficiary, 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 obligation. A security deed and a deed to secure debt are special
types of deeds which indicate on their face that they are granted to secure an
underlying debt. By executing a security deed or deed to secure debt, the
grantor conveys title to, as opposed to merely creating a lien upon, the subject
property to the grantee until such time as the underlying debt is repaid. The
trustee's authority under a deed of trust, the mortgagee's authority under a
mortgage and the grantee's authority under a security deed or deed to secure
debt are governed by law and, with respect to some deeds of trust, the
directions of the beneficiary.
Cooperatives. Certain of the Mortgage Loans may be Cooperative Loans. The
Cooperative owns all the real property that comprises the project, including the
land, separate dwelling units and all common areas. The Cooperative is directly
responsible for project management and, in most cases, payment of real estate
taxes and hazard and liability insurance. If there is a blanket mortgage on the
Cooperative and/or underlying land, as is generally the case, the Cooperative,
as project mortgagor, is also responsible for meeting these mortgage
obligations. A blanket mortgage is ordinarily incurred by the Cooperative in
connection with the construction or purchase of the Cooperative's apartment
building. The interest of the occupant under proprietary leases or occupancy
agreements to which that Cooperative is a party are generally subordinate to the
interest of the holder of the blanket mortgage in that building. If the
Cooperative is unable to meet the payment obligations arising under its blanket
mortgage, the mortgagee holding
78
<PAGE> 159
the blanket mortgage could foreclose on that mortgage and terminate all
subordinate proprietary leases and occupancy agreements. In addition, the
blanket mortgage on a Cooperative may provide financing in the form of a
mortgage that does not fully amortize with a significant portion of principal
being due in one lump sum at final maturity. The inability of the Cooperative to
refinance this mortgage and its consequent inability to make such final payment
could lead to foreclosure by the mortgagee providing the financing. A
foreclosure in either event by the holder of the blanket mortgage could
eliminate or significantly diminish the value of any collateral held by the
lender who financed the purchase by an individual tenant-stockholder of
Cooperative shares or, in the case of a Trust Fund including Cooperative Loans,
the collateral securing the Cooperative Loans.
The Cooperative is owned by tenant-stockholders who, through ownership of
stock, shares or membership certificates in the corporation, receive proprietary
leases or occupancy agreements which confer exclusive rights to occupy specific
units. Generally, a tenant-stockholder of a Cooperative must make a monthly
payment to the Cooperative representing such tenant-stockholder's pro rata share
of the Cooperative's payments for its blanket mortgage, real property taxes,
maintenance expenses and other capital or ordinary expenses. An ownership
interest in a Cooperative and accompanying rights is financed through a
Cooperative share loan evidenced by a promissory note and secured by a security
interest in the occupancy agreement or proprietary lease and in the related
Cooperative shares. The lender takes possession of the share certificate and a
counterpart of the proprietary lease or occupancy agreement, and a financing
statement covering the proprietary lease or occupancy agreement and the
Cooperative shares is filed in the appropriate state and local offices to
perfect the lender's interest in its collateral. Subject to the limitations
discussed below, upon default of the tenant-stockholder, the lender may sue for
judgment on the promissory note, dispose of the collateral at a public or
private sale or otherwise proceed against the collateral or tenant-stockholder
as an individual as provided in the security agreement covering the assignment
of the proprietary lease or occupancy agreement and the pledge of Cooperative
shares.
FORECLOSURE/REPOSSESSION
Deed of Trust. Foreclosure of a deed of trust is generally accomplished
by a non-judicial sale under a specific provision in the deed of trust which
authorizes the trustee to sell the property at public auction 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 any 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, these notice provisions
79
<PAGE> 160
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 attorney's fees, which may be recoverable by a lender.
Mortgages. Foreclosure of a mortgage is generally accomplished by
judicial action. The action is initiated by the service of legal pleadings upon
all parties having an interest in the real property. Delays in completion of the
foreclosure may occasionally result from difficulties in locating necessary
parties. Judicial foreclosure proceedings are often not contested by any of the
parties. When the mortgagee's right to 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 generally issues a
judgment of foreclosure and appoints a referee or other court officer to conduct
the sale of the property. In general, the borrower, or any other person having a
junior encumbrance on the real estate, may, during a statutorily prescribed
reinstatement period, cure a monetary default by paying the entire amount in
arrears plus other designated costs and expenses incurred in enforcing the
obligation. Generally, state law controls the amount of foreclosure expenses and
costs, including attorney's fees, which may be recovered by a lender. After the
reinstatement period has expired without the default having been cured, the
borrower or junior lienholder no longer has the right to reinstate the loan and
must pay the loan in full to prevent the scheduled foreclosure sale. If the deed
of trust is not reinstated, a notice of sale must be posted in a public place
and, in most states, published for a specific 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 in the
real property.
Although foreclosure sales are typically public sales, frequently no third
party purchaser bids in excess of the lender's lien because of the difficulty of
determining the exact status of title to the property, the possible
deterioration of the property during the foreclosure proceedings and a
requirement that the purchaser pay for the property in cash or by cashier's
check. Thus the foreclosing lender often purchases the property from the trustee
or referee for an amount equal to the principal amount outstanding under the
loan, accrued and unpaid interest and the expenses of foreclosure. Thereafter,
the lender will assume the burden 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 will commonly obtain the services of
a real estate broker and pay the broker's 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.
80
<PAGE> 161
Courts have imposed general equitable principles upon foreclosure, which
are generally designed to mitigate the legal consequences to the borrower of the
borrower's defaults under the loan documents. Some courts have been faced with
the issue of whether federal or state constitutional provisions reflecting due
process concerns for fair notice require that borrowers under deeds of trust
receive notice longer than that prescribed by statute. 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 does not involve sufficient state
action to afford constitutional protection to the borrower.
Cooperative Loans. 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
bylaws, as well as the proprietary lease or occupancy agreement, and may be
canceled 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 with 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 the sale of the Cooperative apartment,
subject, however, to the Cooperative's right to sums due under such proprietary
lease or occupancy agreement. The total amount owed to the Cooperative by the
tenant-stockholder, which the lender generally cannot restrict and does not
monitor, could reduce the value of the collateral below the outstanding
principal balance of the Cooperative Loan and accrued and unpaid interest
thereon.
Recognition agreements also provide that in the event of a foreclosure on a
Cooperative Loan, the lender must obtain the approval or consent of the
Cooperative as required by the proprietary lease before transferring the
Cooperative shares or assigning the proprietary lease. Generally, the lender is
not limited in any rights it may have to dispossess the tenant-stockholders.
In some states, 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
81
<PAGE> 162
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 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.
In the case of foreclosure on a building which was converted from a rental
building to a building owned by a Cooperative under a non-eviction plan, some
states require that a purchaser at a foreclosure sale take the property subject
to rent control and rent stabilization laws which apply to certain tenants who
elected to remain in the building but who did not purchase shares in the
Cooperative when the building was so converted.
RIGHTS OF REDEMPTION
In some states after sale pursuant to a deed of trust 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
certain other states, this right of redemption applies only to sales following
judicial foreclosure, and not to sales pursuant to a non-judicial power of 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 diminish 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 retain 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 borrower
equal in most cases to the difference between the amount due to the lender and
the current fair market value of the property at the time of the foreclosure
sale. As a result of these prohibitions, it is
82
<PAGE> 163
anticipated that in most instances the Master Servicer will utilize the
non-judicial foreclosure remedy and will not seek deficiency judgments against
defaulting Mortgagors.
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 against the security rather than bringing a personal action
against the borrower.
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.
In addition to anti-deficiency and related legislation, numerous other
federal and state statutory provisions, including the federal bankruptcy laws,
the federal Soldiers' and Sailors' Civil Relief Act of 1940 and state laws
affording relief to debtors, may interfere with or affect the ability of the
secured mortgage lender to realize upon its security. For example, in a
proceeding under the federal Bankruptcy Code, a lender may not foreclose on a
mortgaged property without the permission of the bankruptcy court. The
rehabilitation plan proposed by the debtor may provide, if the mortgaged
property is not the debtor's principal residence and the court determines that
the value of the mortgaged property is less than the principal balance of the
mortgage loan, for the reduction of the secured indebtedness to the value of the
mortgaged property as of the date of the commencement of the bankruptcy,
rendering the lender a general unsecured creditor for the difference, and also
may reduce the monthly payments due under such mortgage loan, change the rate of
interest and alter the mortgage loan repayment schedule. The effect of any such
proceedings under the federal Bankruptcy Code, including but not limited to any
automatic stay, could result in delays in receiving payments on the Mortgage
Loans underlying a Series of Certificates and possible reductions in the
aggregate amount of such payments.
The federal tax laws provide priority to certain tax liens over the lien of
a mortgage or secured party. Numerous federal and 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 and state laws impose specific
statutory liabilities upon lenders who fail to comply with the provisions of the
law. In some cases, this liability may affect assignees of the loans or
contracts.
Generally, Article 9 of the UCC governs foreclosure on Cooperative shares
and the related proprietary lease or occupancy agreement. Some courts have
interpreted section
83
<PAGE> 164
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 Cooperative Loan, would
be the shares of the Cooperative and the related proprietary lease or occupancy
agreement) was conducted in a commercially reasonable manner.
ENVIRONMENTAL RISKS
Real property pledged as security to a lender may be subject to unforeseen
environmental risks. Under the laws of certain states, contamination of a
property may give rise to a lien on the property to assure the payment of the
costs of clean-up. In several states such a lien has priority over the lien of
an existing mortgage against such property. In addition, under the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), the United States Environmental Protection Agency ("EPA") may impose
a lien on property where the EPA has incurred clean-up costs. However, a CERCLA
lien is subordinate to preexisting, perfected security interests.
Under the laws of some states, and under CERCLA, it is conceivable that a
secured lender may be held liable as an "owner" or "operator" for the costs of
addressing releases or threatened releases of hazardous substances at a
Mortgaged Property, even though the environmental damage or threat was caused by
a prior or current owner or operator. CERCLA imposes liability for such costs on
any and all "responsible parties," including owners or operators. However,
CERCLA excludes from the definition of "owner or operator" a secured creditor
who holds indicia of ownership primarily to protect its security interest (the
"secured creditor exclusion"). Thus, if a lender's activities begin to encroach
on the actual management of a contaminated facility or property, the lender may
incur liability as an "owner or operator" under CERCLA. Similarly, if a lender
forecloses and takes title to a contaminated facility or property, the lender
may incur CERCLA liability in various circumstances, including, but not limited
to, when it holds the facility or property as an investment (including leasing
the facility or property to a third party), or fails to market the property in a
timely fashion.
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 exclusion. The Court's opinion suggested that a lender
need not have involved itself in the day-to-day operations of the facility, or
participated in decisions related to hazardous waste to be held 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 hazardous waste management
practices. 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. In January 1991, the Supreme Court denied certiorari in the Fleet
Factors case, thereby letting the Court of Appeals decision stand. In response
to the Fleet Factors decision, on April 29, 1992, the EPA issued regulations
interpreting and delineating CERCLA's secured creditor exclusion and the range
of permissible actions that may be undertaken by a holder of a security interest
in a contaminated property without exceeding the bounds of the secured creditor
exclusion. However, on
84
<PAGE> 165
February 4, 1994, the United States Court of Appeals for the District of
Columbia Circuit issued a decision in Kelley v. EPA invalidating the EPA
regulations. Further, in January 1995, the Supreme Court denied certiorari in
the Kelley case, thereby letting the Court of Appeals decision stand. In
September 1995, the EPA and the U.S. Department of Justice issued a guidance
document stating that the two agencies, respectively, would apply the 1992
regulations in prosecuting enforcement and cost recovery actions, and in
otherwise addressing lender liability under CERCLA. However, this guidance
document is not binding on any parties other than the federal government, and
need not be applied by the courts in adjudicating CERCLA cost recovery or
contribution actions brought by states, municipalities or private parties.
As a result of the Kelley decision, the state of the law with respect to
the secured creditor exclusion remains unclear. Proposed amendments to CERCLA
that would clarify the range of actions a secured creditor may take without
losing the benefit of the exclusion have been introduced in Congress, but have
not been enacted. However, even if CERCLA were to be amended, such amendments
would not affect the potential for liability under other federal or state laws
which impose liability on "owners or operators" but do not provide any
protection for secured creditors.
If a lender is or becomes liable, it can bring an action for contribution
against any other "responsible parties," including a previous owner or operator,
who created the environmental hazard, but those persons or entities may be
bankrupt or otherwise judgment proof. The costs associated with environmental
cleanup may be substantial. It is conceivable that such costs arising from the
circumstances set forth above would result in a loss to Certificateholders.
CERCLA does not apply to petroleum products, and the secured creditor
exclusion does not govern liability for cleanup costs under federal laws other
than CERCLA, in particular Subtitle I of the federal Resource Conservation and
Recovery Act ("RCRA"), which regulates underground petroleum storage tanks
(except heating oil tanks). The EPA has adopted a lender liability rule for
underground storage tanks under Subtitle I of RCRA. Under such rule, a holder of
a security interest in an underground storage tank or real property containing
an underground storage tank is not considered an operator of the underground
storage tank as long as petroleum is not added to, stored in or dispensed from
the tank. It should be noted, however, that liability for cleanup of petroleum
contamination may be governed by state law, which may not provide for any
specific protection for secured creditors.
Except as otherwise specified in the applicable Prospectus Supplement, at
the time the Mortgage Loans were originated, no environmental assessment or a
very limited environmental assessment of the Mortgage Properties was conducted.
DUE-ON-SALE CLAUSES
Each conventional Mortgage Loan generally will contain a due-on-sale clause
which will generally provide that if the mortgagor or obligor sells, transfers
or conveys the Mortgaged Property, the loan may be accelerated by the mortgagee.
In recent years, court decisions and legislative actions have placed substantial
restriction on the right of
85
<PAGE> 166
lenders to enforce such clauses in many states. However, the Garn-St Germain
Depository Institutions Act of 1982 (the "Garn-St Germain Act"), subject to
certain exceptions, preempts state constitutional, statutory and case law
prohibiting the enforcement of due-on-sale clauses. As to loans secured by an
owner-occupied residence, the Garn-St Germain Act sets forth nine specific
instances in which a mortgagee covered by the Garn-St Germain Act may not
exercise its rights under a due-on-sale clause, notwithstanding the fact that a
transfer of the property may have occurred. The inability to enforce a
due-on-sale clause may result in transfer of the related Mortgaged Property to
an uncreditworthy person, which could increase the likelihood of default or may
result in a mortgage bearing an interest rate below the current market rate
being assumed by a new home buyer, which may affect the average life of the
Mortgage Loans and the number of Mortgage Loans which may extend to maturity.
PREPAYMENT CHARGES
Under certain state laws, prepayment charges may not be imposed after a
certain period of time following the origination of mortgage loans with respect
to prepayments on loans secured by liens encumbering owner occupied residential
properties. Since many of the Mortgaged Properties will be owner-occupied it is
anticipated that prepayment charges may not be imposed with respect to many of
the Mortgage Loans. The absence of such a restraint on prepayment. particularly
with respect to fixed rate Mortgage Loans having higher Mortgage Rates, may
increase the likelihood of refinancing or other early retirement of such loans
or contract.
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 Office of Thrift
Supervision, as successor to the Federal Home Loan Bank Board, is authorized to
issue rules and regulations and to publish interpretations governing
implementation of Title V. The statute authorized the states to reimpose
interest rate limits by adopting, before April 1, 1983, a law or constitutional
provision which expressly rejects an application of the federal law. In
addition, even where Title V is not so rejected, any state is authorized by the
law to adopt a provision limiting discount points or other charges on mortgage
loans covered by Title V. Certain states have taken action to reimpose interest
rate limits and/or to limit discount points or other charges.
SOLDIERS' AND SAILORS' CIVIL RELIEF ACT
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
86
<PAGE> 167
otherwise upon application of the lender. It is possible that such interest rate
limitation could have an effect, for an indeterminate period of time, on the
ability of the Master Servicer to collect full amounts of interest on certain of
the Mortgage Loans. Any shortfall in interest collections resulting from the
application of the Relief Act could result in losses to the holders of the
Certificates. In addition, the Relief Act imposes limitations which would impair
the ability of the Master 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.
FEDERAL INCOME TAX CONSIDERATIONS
GENERAL
This section sets forth (i) certain federal income tax opinions of Stroock
& Stroock & Lavan LLP, special federal tax counsel to the Depositor ("Federal
Tax Counsel"), and (ii) a summary, based on the advice of Federal Tax Counsel,
of the material federal income tax consequences of the purchase, ownership and
disposition of Certificates. The summary does not purport to deal with all
aspects of federal income taxation that may affect particular investors in light
of their individual circumstances, nor with certain types of investors subject
to special treatment under the federal income tax laws. The summary focuses
primarily upon investors who will hold Certificates as "capital assets"
(generally, property held for investment) within the meaning of Section 1221 of
the Internal Revenue Code of 1986, as amended (the "Code"), but much of the
discussion is applicable to other investors as well. Because tax consequences
may vary based on the status or tax attributes of the owner of a Certificate,
prospective investors are advised to consult their own tax advisers concerning
the federal, state, local and any other tax consequences to them of the
purchase, ownership and disposition of the Certificates. For purposes of this
tax discussion (except with respect to information reporting, or where the
context indicates otherwise), any reference to the "Holder" means the beneficial
owner of a Certificate and, unless the context indicates otherwise, any
reference to Mortgage Loans includes both the Mortgage Loans and Agency
Securities.
The summary is based upon the provisions of the Code, the regulations
promulgated thereunder, including, where applicable, proposed regulations, and
the judicial and administrative rulings and decisions now in effect, all of
which are subject to change or possible differing interpretations. The statutory
provisions, regulations, and interpretations on which this discussion is based
are subject to change, and such a change could apply retroactively.
GENERAL
The federal income tax consequences to Certificateholders will vary
depending on whether an election is made to treat the Trust Fund relating to a
particular Series of Certificates as a REMIC under the Code. The Prospectus
Supplement for each Series of Certificates will specify whether a REMIC election
will be made.
87
<PAGE> 168
OPINIONS
Federal Tax Counsel is of the opinion that:
(i) If a Prospectus Supplement indicates that one or more REMIC
elections will be made with respect to the related Trust Fund, assuming
that such elections are timely made and all of the provisions of the
applicable Agreement are complied with (a) each segregated pool of assets
specified as a REMIC in such Agreement will constitute a REMIC for federal
income tax purposes, (b) the Class or Classes of Certificates of the
related Series which are designated as "regular interests" in such
Prospectus Supplement will be considered "regular interests" in a REMIC for
federal income tax purposes and (c) the Class of Certificates of the
related Series which is designated as the "residual interest" in such
Prospectus Supplement will be considered the sole class of "residual
interests" in the applicable REMIC for federal income tax purposes; and
(ii) If a Prospectus Supplement indicates that a Trust Fund will be
treated as a grantor trust for federal income tax purposes, assuming
compliance with all of the provisions of the applicable Agreement, (a) the
Trust Fund will be considered to be a grantor trust under Subpart E, Part I
of Subchapter J of the Code and will not be considered to be an association
taxable as a corporation and (b) a Holder of the related Certificates will
be treated for federal income tax purposes as the owner of an undivided
interest in the assets included in the Trust Fund.
Each such opinion is an expression of an opinion only, is not a guarantee
of results and is not binding on the Internal Revenue Service or any
third-party.
NON-REMIC CERTIFICATES
If a REMIC election is not made, and the Prospectus Supplement so
indicates, owners of Certificates will be treated for federal income tax
purposes as owners of a portion of the Trust Fund's assets as described below.
a. SINGLE CLASS OF CERTIFICATES
Characterization. The Trust Fund may be created with one class of
Certificates. In this case, each Certificateholder will be treated as the owner
of a pro rata undivided interest in the interest and principal portions of the
Trust Fund represented by the Certificates and will be considered the equitable
owner of a pro rata undivided interest in each of the Mortgage Loans in the
Mortgage Pool. Any amounts received by a Certificateholder in lieu of amounts
due with respect to any Mortgage Loans because of a default or delinquency in
payment will be treated for federal income tax purposes as having the same
character as the payments they replace.
Each Certificateholder will be required to report on its federal income tax
return in accordance with such Certificateholder's method of accounting its pro
rata share of the entire income from the Mortgage Loans in the Trust Fund
represented by Certificates, including interest, original issue discount
("OID"), if any, prepayment fees, assumption fees, any gain recognized upon an
assumption and late payment charges received by the Master Servicer. Under Code
Sections 162 or 212 each Certificateholder will be entitled to deduct its pro
rata share of servicing fees, prepayment fees, assumption fees, any loss
88
<PAGE> 169
recognized upon an assumption and late payment charges retained by the Master
Servicer, provided that such amounts are reasonable compensation for services
rendered to the Trust Fund. Certificateholders that are individuals, estates or
trusts will be entitled to deduct their share of expenses only to the extent
such expenses plus such taxpayer's other miscellaneous itemized deductions (as
defined in the Code) exceed two percent of its adjusted gross income. For
taxable years beginning after December 31, 1997, in the case of a partnership
that has 100 or more partners and elects to be treated as an "electing large
partnership," 70 percent of such partnership's miscellaneous itemized deductions
will be disallowed, although the remaining deductions will generally be allowed
at the partnership level and will not be subject to the 2 percent floor that
would otherwise be applicable to individual partners. A Certificateholder using
the cash method of accounting must take into account its pro rata share of
income and deductions as and when collected by or paid to the Master Servicer. A
Certificateholder using an accrual method of accounting must take into account
its pro rata share of income and deductions as they become due (or received if
received prior to when due) or are paid (or accrued if accrued prior to payment)
to the Master Servicer. If the servicing fees paid to the Master Servicer are
deemed to exceed reasonable servicing compensation, the amount of such excess
could be considered as an ownership interest retained by the Master Servicer (or
any person to whom the Master Servicer assigned for value all or a portion of
the servicing fees) in a portion of the interest payments on the Mortgage Loans.
The Mortgage Loans would then be subject to the "coupon stripping" rules of the
Code discussed below.
In general, (i) a Certificate owned by a "domestic building and loan
association" within the meaning of Code Section 7701(a)(19) representing
principal and interest payments on Mortgage Loans will be considered to
represent "loans . . . secured by an interest in real property which is . . .
residential property" within the meaning of Code Section 7701(a)(19)(C)(v), to
the extent that the Mortgage Loans represented by that Certificate are of a type
described in such Code section; and (ii) a Certificate owned by a real estate
investment trust representing an interest in Mortgage Loans will be considered
to represent "real estate assets" within the meaning of Code Section
856(c)(4)(A), and interest income on the Mortgage Loans will be considered
"interest on obligations secured by mortgages on real property" within the
meaning of Code Section 856(c)(3)(B), to the extent that the Mortgage Loans
represented by that Certificate are of a type described in such Code section.
Buydown Loans. The assets constituting certain Trust Funds may include
Buydown Loans. The characterization of any investment in Buydown Loans will
depend upon the precise terms of the related buydown agreement, but to the
extent that such Buydown Loans are secured in part by a bank account or other
personal property, they may not be treated in their entirety as assets described
in the foregoing sections of the Code. There are no directly applicable
precedents with respect to the federal income tax treatment or the
characterization of investments in Buydown Loans. Accordingly,
Certificateholders should consult their own tax advisors with respect to the
characterization of investments in Certificates representing an interest in a
Trust Fund that includes Buydown Loans.
89
<PAGE> 170
Premium. The price paid for a Certificate by a holder will be allocated
to such holder's undivided interest in each Mortgage Loan based on each Mortgage
Loan's relative fair market value, so that such holder's undivided interest in
each Mortgage Loan will have its own tax basis. A Certificateholder that
acquires an interest in Mortgage Loans at a premium may elect, under Code
Section 171, to amortize such premium under a constant interest method, provided
that the underlying mortgage loans with respect to such Mortgage Loans were
originated after September 27, 1985. Premium allocable to mortgage loans
originated on or before September 27, 1985 should be allocated among the
principal payments on such mortgage loans and allowed as an ordinary deduction
as principal payments are made. Amortizable bond premium will be treated as an
offset to interest income on such Certificate. The basis for such Certificate
will be reduced to the extent that amortizable premium is applied to offset
interest payments. It is not clear whether a reasonable prepayment assumption
should be used in computing amortization of premium allowable under Code Section
171.
If a premium is not subject to amortization using a reasonable prepayment
assumption, the holder of a Certificate acquired at a premium should recognize a
loss if a Mortgage Loan (or an underlying mortgage loan with respect to a
Mortgage Loan) prepays in full, equal to the difference between the portion of
the prepaid principal amount of such Mortgage Loan (or underlying mortgage loan)
that is allocable to the Certificate and the portion of the adjusted basis of
the Certificate that is allocable to such Mortgage Loan (or underlying mortgage
loan), if a reasonable prepayment assumption is used to amortize such premium,
it appears that such a loss would be available, if at all, only if prepayments
have occurred at a rate faster than the reasonable assumed prepayment rate. It
is not clear whether any other adjustments would be required to reflect
differences between an assumed prepayment rate and the actual rate of
prepayments.
The Internal Revenue Service (the "IRS") issued final regulations (the
"Amortizable Bond Premium Regulations") dealing with amortizable bond premium.
These regulations specifically do not apply to prepayable debt instruments
subject to Code Section 1272(a)(6). Absent further guidance from the IRS, the
Trustee intends to account for amortizable bond premium in the manner described
above. Prospective purchasers of the Certificates should consult their tax
advisors regarding the possible application of the Amortizable Bond Premium
Regulations.
Original Issue Discount. The IRS has stated in published rulings that, in
circumstances similar to those described herein, the special rules of the Code
relating to "original issue discount" (currently Code Sections 1271 through
1275) will be applicable to a Certificateholder's interest in those Mortgage
Loans meeting the conditions necessary for these sections to apply. OID
generally must he reported as ordinary gross income as it accrues under a
constant interest method. See "-- Multiple Classes of
Certificates -- Certificates Representing Interests in Loans Other Than ARM
Loans" below.
Market Discount. A Certificateholder that acquires an undivided interest
in Mortgage Loans may be subject to the market discount rules of Code Sections
1276
90
<PAGE> 171
through 1278 to the extent an undivided interest in a Mortgage Loan is
considered to have been purchased at a "market discount." Generally, the amount
of market discount is equal to the excess of the portion of the principal amount
of such Mortgage Loan allocable to such holder's undivided interest over such
holder's tax basis in such interest. Market discount with respect to a
Certificate will be considered to be zero if the amount allocable to the
Certificate is less than 0.25% of the Certificate's stated redemption price at
maturity multiplied by the weighted average maturity remaining after the date of
purchase. Treasury regulations implementing the market discount rules have not
yet been issued; therefore, investors should consult their own tax advisors
regarding the application of these rules and the advisability of making any of
the elections allowed under Code Sections 1276 through 1278.
The Code provides that any principal payment (whether a scheduled payment
or a prepayment) or any gain on disposition of a market discount bond acquired
by the taxpayer after October 22, 1986, shall be treated as ordinary income to
the extent that it does not exceed the accrued market discount at the time of
such payment. The amount of accrued market discount for purposes of determining
the tax treatment of subsequent principal payments or dispositions of the market
discount bond is to be reduced by the amount so treated as ordinary income.
The Code also grants the Treasury Department authority to issue regulations
providing for the computation of accrued market discount on debt instruments,
the principal of which is payable in more than one installment. Although the
Treasury Department has not yet issued regulations, rules described in the
relevant legislative history describes how market discount should be accrued on
such instruments. According to such legislative history, the holder of a market
discount bond may elect to accrue market discount either on the basis of a
constant interest rate or according to one of the following methods. If a
Certificate is issued with OID, the amount of market discount that accrues
during any accrual period would be equal to the product of (i) the total
remaining market discount and (ii) a fraction, the numerator of which is the OID
accruing during the period and the denominator of which is the total remaining
OID at the beginning of the accrual period. For Certificates issued without OID,
the amount of market discount that accrues during a period is equal to the
product of (i) the total remaining market discount and (ii) a fraction, the
numerator of which is the amount of stated interest paid during the accrual
period and the denominator of which is the total amount of stated interest
remaining to be paid at the beginning of the accrual period. For purposes of
calculating market discount under any of the above methods in the case of
instruments that provide for payments that may be accelerated by reason of
prepayments of other obligations securing such instruments, the same prepayment
assumption applicable to calculating the accrual of OID will apply. Because the
regulations described above have not been issued, it is impossible to predict
what effect those regulations might have on the tax treatment of a Certificate
purchased at a discount or premium in the secondary market.
A holder who acquired a Certificate at a market discount also may be
required to defer, until the maturity date of such Certificate or its earlier
disposition in a taxable
91
<PAGE> 172
transaction, the deduction of a portion of the amount of interest that the
holder paid or accrued during the taxable year on indebtedness incurred or
maintained to purchase or carry such Certificate in excess of the aggregate
amount of interest (including OID) includible in such holder's gross income for
the taxable year with respect to such Certificate. The amount of such net
interest expense deferred in a taxable year may not exceed the amount of market
discount accrued on the Certificate for the days during the taxable year on
which the holder held the Certificate and, in general, would be deductible when
such market discount is includible in income. The amount of any remaining
deferred deduction is to be taken into account in the taxable year in which the
Certificate matures or is disposed of in a taxable transaction. In the case of a
disposition in which gain or loss is not recognized in whole or in part, any
remaining deferred deduction will be allowed to the extent of gain recognized on
the disposition. This deferral rule does not apply if the Certificateholder
elects to include such market discount in income currently as it accrues on all
market discount obligations acquired by such Certificateholder in that taxable
year or thereafter.
Election to Treat All Interest as OID. The OID Regulations permit a
Certificateholder to elect to accrue all interest, discount (including de
minimis market or original issue discount) and premium in income as interest,
based on a constant yield method for Certificates acquired on or after April 4,
1994. If such an election were to be made with respect to a Certificate with
market discount, the Certificateholder would be deemed to have made an election
to include in income currently market discount with respect to all other debt
instruments having market discount that such Certificateholder acquires during
the year of the election or thereafter. Similarly, a Certificateholder that
makes this election for a Certificate that is acquired at a premium will be
deemed to have made an election to amortize bond premium with respect to all
debt instruments having amortizable bond premium that such Certificateholder
owns or acquires. See "-- Single Class of Certificates -- Premium" herein. The
election to accrue interest, discount and premium on a constant yield method
with respect to a Certificate cannot be revoked without the consent of the IRS.
b. MULTIPLE CLASSES OF CERTIFICATES
1. Stripped Bonds and Stripped Coupons
Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the interest payments on an obligation from ownership of
the right to receive some or all of the principal payments results in the
creation of "stripped bonds" with respect to principal payments and "stripped
coupons" with respect to interest payments. For purposes of Code Sections 1271
through 1288, Code Section 1286 treats a stripped bond or a stripped coupon as
an obligation issued on the date that such stripped interest is created. If a
Trust Fund is created with two classes of Certificates, one class of
Certificates may represent the right to principal and interest, or principal
only, on all or a portion of the Mortgage Loans (the "Stripped Bond
Certificates"), while the second class of Certificates may represent the right
to some or all of the interest on such portion (the "Stripped Coupon
Certificates").
92
<PAGE> 173
Servicing fees in excess of reasonable servicing fees ("excess servicing")
will be treated under the stripped bond rules. If the excess servicing fee is
less than 100 basis points (i.e., 1% interest on the Mortgage Loan principal
balance) or the Certificates are initially sold with a de minimis discount, any
non-de minimis discount arising from a subsequent transfer of the Certificates
should be treated as market discount. The IRS appears to require that reasonable
servicing fees be calculated on a Mortgage Loan by Mortgage Loan basis, which
could result in some Mortgage Loans being treated as having more than 100 basis
points of interest stripped off. See "-- Non-REMIC Certificates" and "Multiple
Classes of Senior Certificates--Stripped Bonds and Stripped Coupons" herein.
Although not entirely clear, a Stripped Bond Certificate generally should
be treated as an interest in Mortgage Loans issued on the day such Certificate
is purchased for purposes of calculating any OID. Generally, if the discount on
a Mortgage Loan is larger than a de minimis amount (as calculated for purposes
of the OID rules) a purchaser of such a Certificate will be required to accrue
the discount under the OID rules of the Code. See "-- Non-REMIC Certificates"
and "-- Single Class of Certificates--Original Issue Discount" herein. However,
a purchaser of a Stripped Bond Certificate will be required to account for any
discount on the Mortgage Loans as market discount rather than OID if either (i)
the amount of OID with respect to the Mortgage Loan is treated as zero under the
OID de minimis rule when the Certificate was stripped or (ii) no more than 100
basis points (including any amount of servicing fees in excess of reasonable
servicing fees) is stripped off of the Trust Fund's Mortgage Loans.
The precise tax treatment of Stripped Coupon Certificates is substantially
uncertain. The Code could be read literally to require that OID computations be
made for each payment from each Mortgage Loan. However, based on recent IRS
guidance, it appears that all payments from a Mortgage Loan underlying a
Stripped Coupon Certificate should be treated as a single installment obligation
subject to the OID rules of the Code, in which case, all payments from such
Mortgage Loan would be included in the Mortgage Loan's stated redemption price
at maturity for purposes of calculating income on such certificate under the OID
rules of the Code.
It is unclear under what circumstances, if any, the prepayment of Mortgage
Loans will give rise to a loss to the holder of a Stripped Bond Certificate
purchased at a premium or a Stripped Coupon Certificate. If such Certificate is
treated as a single instrument (rather than an interest in discrete mortgage
loans) and the effect of prepayments is taken into account in computing yield
with respect to such Certificate, it appears that no loss will be available as a
result of any particular prepayment unless prepayments occur at a rate faster
than the assumed prepayment rate. However, if such Certificate is treated as an
interest in discrete Mortgage Loans, then when a Mortgage Loan is prepaid, the
holder of such Certificate should be able to recognize a loss equal to the
portion of the unrecovered premium of such Certificate that is allocable to such
Mortgage Loan.
93
<PAGE> 174
Holders of Stripped Bond Certificates and Stripped Coupon Certificates are
urged to consult with their own tax advisors regarding the proper treatment of
these Certificates for federal income tax purposes.
2. Certificates Representing Interests in Loans
The original issue discount rules of Code Sections 1271 through 1275 will
be applicable to a Certificateholder's interest in those Mortgage Loans as to
which the conditions for the application of those sections are met. Rules
regarding periodic inclusion of original issue discount in 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 1, 1984. Under the OID
Regulations, such original issue discount could arise by the charging of points
by the originator of the mortgage 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 (i.e., the initial rates on the Mortgage Loans
are lower than subsequent rates on the Mortgage Loans) on the Mortgage Loans.
OID on each Certificate must be included in the owner's 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 on the Treasury regulations issued under Code Sections 1271 through 1275
(the "OID Regulations") and in part on the provisions of the Tax Reform Act of
1986 (the "1986 Act").
Under the Code, the Mortgage Loans underlying the Certificates will be
treated as having been issued on the date they were originated, with an amount
of OID equal to the excess of such Mortgage Loan's stated redemption price at
maturity over its issue price. The issue price of a Mortgage Loan is generally
the amount lent to the mortgagee, which may be adjusted to take into account
certain loan origination fees. The stated redemption price at maturity of a
Mortgage Loan is the sum of all payments to be made on such Mortgage Loan other
than payments that are treated as qualified stated interest payments. The
accrual of this OID, as described below under "-- Accrual of Original Issue
Discount," will, unless otherwise specified in the related Prospectus
Supplement, utilize the original yield to maturity of the Certificates
calculated based on a reasonable assumed prepayment rate for the mortgage loans
underlying the Certificates (the "Prepayment Assumption"), and will take into
account events that occur during the calculation period. The Prepayment
Assumption will be determined in the manner prescribed by regulations that have
not yet been issued. The legislative history of the 1986 Act (the "Legislative
History") provides, however, that the regulations will require that the
Prepayment Assumption be the prepayment assumption that is used in determining
the offering price of such Certificate. No representation is made that any
Certificate will prepay at the Prepayment Assumption or at any other rate.
Accrual of Original Issue Discount. Generally, the owner of a Certificate
must include in gross income the sum of the "daily portions," as defined below,
of the OID on
94
<PAGE> 175
such Certificate for each day on which it owns such Certificate, including the
date of purchase but excluding the date of disposition. A calculation will be
made by the Master Servicer or such other entity specified in the related
Prospectus Supplement of the portion of OID that accrues during each successive
monthly accrual period (or shorter period from the date of original issue) that
ends on the day in the calendar year corresponding to each of the Distribution
Dates on the Certificates (or the day prior to each such date). This will be
done, in the case of each full month accrual period, by adding (i) the present
value at the end of the accrual period (determined by using as a discount factor
the original yield to maturity of the respective component under the Prepayment
Assumption) of all remaining payments to be received under the Prepayment
Assumption on the respective component and (ii) any payments received during
such accrual period, and subtracting from that total the "adjusted issue price"
of the respective component at the beginning of such accrual period. The
adjusted issue price of a Certificate at the beginning of the first accrual
period is its issue price; the adjusted issue price of a Certificate at the
beginning of a subsequent accrual period is the adjusted issue price at the
beginning of the immediately preceding accrual period plus the amount of OID
allocable to that accrual period reduced by the amount of any payment made at
the end of or during that accrual period. The OID accruing during such accrual
period will then be divided by the number of days in the period to determine the
daily portion of OID for each day in the period. With respect to an initial
accrual period shorter than a full monthly accrual period, the daily portions of
OID must be determined according to an appropriate allocation under any
reasonable method.
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 as it accrues rather than when received. However, the
amount of original issue discount includible in the income of a holder of an
obligation is reduced when the obligation is acquired after its initial issuance
at a price greater than the sum of the original issue price and the previously
accrued original issue discount, less prior payments of principal. Accordingly,
if such Mortgage Loans acquired by a Certificateholder are purchased at a price
equal to the then unpaid principal amount of such Mortgage Loan, no original
issue discount attributable to the difference between the issue price and the
original principal amount of such Mortgage Loan (e.g., due to points) will be
includible by such holder. Other original issue discount on the Mortgage Loans
(e.g., that arising from a "teaser" rate) would still need to be accrued.
The addition of interest deferred by reason of negative amortization
("Deferred Interest") to the principal balance of a Mortgage Loan may require
the inclusion of such amount in the income of the Certificateholder when such
amount accrues. Furthermore, the addition of Deferred Interest to the
Certificate's principal balance will result in additional income (including
possibly OID income) to the Certificateholder over the remaining life of such
Certificates.
c. SALE OR EXCHANGE OF A CERTIFICATE
Sale or exchange of a Certificate prior to its maturity will result in gain
or loss equal to the difference, if any, between the amount received and the
owner's adjusted
95
<PAGE> 176
basis in the Certificate. Such adjusted basis generally will equal the seller's
purchase price for the Certificate, increased by the OID included in the sellers
gross income with respect to the Certificate, and reduced by principal payments
on the Certificate previously received by the seller. Such gain or loss will be
capital gain or loss to an owner for which a Certificate is a "capital asset"
within the meaning of Code Section 1221, and will be long-term or short term
depending on whether the Certificate has been owned for the long-term capital
gain holding period (currently more than one year).
The Certificates will be "evidences of indebtedness" within the meaning of
Code Section 582(c)(1), so that gain or loss recognized from the sale of a
Certificate by a bank or a thrift institution to which such section applies will
be ordinary income or loss.
d. NON-U.S. PERSONS
Generally, to the extent that a Certificate evidences ownership in
underlying Mortgage Loans that were issued on or before July 18, 1984, interest
or OID paid by the person required to withhold tax under Code Section 1441 or
1442 to (i) an owner that is not a U.S. Person (as defined below) or (ii) a
Certificateholder holding on behalf of an owner that is not a U.S. Person will
be subject to federal income tax, collected by withholding, at a rate of 30% or
such lower rate as may be provided for interest by an applicable tax treaty.
Accrued OID recognized by the owner on the sale or exchange of such a
Certificate also will be subject to federal income tax at the same rate.
Generally, such payments would not be subject to withholding to the extent that
a Certificate evidences ownership in Mortgage Loans issued after July 18, 1984
by natural persons if such Certificateholder complies with certain
identification requirements (including delivery of a statement, signed by the
Certificateholder under penalties of perjury, certifying that such
Certificateholder is not a U.S. Person and providing the name and address of
such Certificateholder). Additional restrictions apply to Mortgage Loans where
the mortgagor is not a natural person in order to qualify for the exemption from
withholding. Treasury regulations (the "Final Withholding Regulations"), which
are generally effective with respect to payments made after December 31, 2000,
consolidate and modify the current certification requirements and means by which
a Holder may claim exemption from United States federal income tax withholding
and provide certain presumptions regarding the status of Holders when payments
to the Holders cannot be reliably associated with appropriate documentation
provided to the payor. All Holders should consult their tax advisers regarding
the application of the Final Withholding Regulations.
As used herein, a "U.S. Person" means a citizen or resident of the United
States, a corporation or a partnership organized in or under the laws of the
United States or any political subdivision thereof (except, in the case of a
partnership, to the extent future Treasury regulations provide otherwise), an
estate, the income of which from sources outside the United States is includible
in gross income for federal income tax purposes regardless of its connection
with the conduct of a trade or business within the United States, or a trust
other than a "foreign trust," as defined in Section 7701(a)(31) of the Code.
96
<PAGE> 177
e. INFORMATION REPORTING AND BACKUP WITHHOLDING
The Master Servicer will furnish or make available, within a reasonable
time after the end of each calendar year, to each person who was a
Certificateholder at any time during such year, such information as may be
deemed necessary or desirable to assist Certificateholders in preparing their
federal income tax returns, or to enable holders to make such information
available to beneficial owners or financial intermediaries that hold such
Certificates as nominees on behalf of beneficial owners. If a holder, beneficial
owner, financial intermediary or other recipient of a payment on behalf of a
beneficial owner fails to supply a certified taxpayer identification number or
if the Secretary of the Treasury determines that such person has not reported
all interest and dividend income required to be shown on its federal income tax
return, 31% backup withholding may be required with respect to any payments. Any
amounts deducted and withheld from a distribution to a recipient would be
allowed as a credit against such recipient's federal income tax liability. All
Holders should consult their tax advisers regarding what certifications, if any,
will be required under the Final Withholding Regulations to avoid backup
withholding with respect to payments made after December 31, 2000. See
"d. Non-U.S. Persons," above for a discussion of the Final Withholding
Regulations.
REMIC CERTIFICATES
The Trust Fund relating to a Series of Certificates, or any segregated pool
of assets within the Trust Fund, may elect to be treated as a REMIC.
Qualification as a REMIC requires ongoing compliance with certain conditions.
Although a REMIC is not generally subject to federal income tax (see, however
"-- Residual Certificates" and "-- Prohibited Transactions" below), if a Trust
Fund with respect to which a REMIC election is made fails to comply with one or
more of the ongoing requirements of the Code for REMIC status during any taxable
year, including the implementation of restrictions on the purchase and transfer
of the residual interests in a REMIC as described below under "Residual
Certificates," the Code provides that a Trust Fund will not be treated as a
REMIC for such year and thereafter. In that event, such entity may be taxable as
a separate corporation, and the related Certificates (the "REMIC Certificates")
may not be accorded the status or given the tax treatment described below. While
the Code authorizes the Treasury Department to provide relief in the event of an
inadvertent termination of the status of a trust fund as a REMIC, any such
relief may be accompanied by sanctions, such as the imposition of a corporate
tax on all or a portion of the REMIC's income for the period in which the
requirements for such status are not satisfied. With respect to each Trust Fund
or segregated pool of assets that elects REMIC status, the related Certificates
will be considered to be regular interests ("Regular Certificates") or residual
interests ("Residual Certificates") in the REMIC. The related Prospectus
Supplement for each Series of Certificates will indicate whether the Trust Fund
will make a REMIC election and whether a class of Certificates will be treated
as a regular or residual interest in the REMIC.
In general, with respect to each Series of Certificates for which a REMIC
election is made, (i) Certificates held by a thrift institution taxed as a
"domestic building and loan association" will constitute assets described in
Code Section 7701(a)(19)(C);
97
<PAGE> 178
(ii) Certificates held by a real estate investment trust will Constitute "real
estate assets" within the meaning of Code Section 856(c)(4)(A); and (iii)
interest on Certificates held by a real estate investment trust will be
considered "interest on obligations secured by mortgages on real property"
within the meaning of Code Section 856(c)(3)(B). If less than 95% of the REMIC's
assets are assets qualifying under any of the foregoing Code sections, the
Certificates will be qualifying assets only to the extent that the REMIC's
assets are qualifying assets.
In some instances the Mortgage Loans may not be treated entirely as assets
described in the foregoing sections. See, in this regard, the discussion of
Buydown Loans contained in "-- Non-REMIC Certificates -- Single Class of
Certificates" above. REMIC Certificates held by a real estate investment trust
will not constitute "Government securities" within the meaning of Code Section
856(c)(4)(A), and REMIC Certificates held by a regulated investment company will
not constitute "Government Securities" within the meaning of Code Section
851(b)(3)(A)(i). REMIC Certificates held by certain financial institutions will
constitute "evidences of indebtedness" within the meaning of Code Section
582(c)(1).
A "qualified mortgage" for REMIC purposes is any obligation (including
certificates of participation in such an obligation) that is principally secured
by an interest in real property and that is transferred to the REMIC within a
prescribed time period in exchange for regular or residual interests in the
REMIC. The REMIC Regulations provide that manufactured housing or mobile homes
(not including recreational vehicles, campers or similar vehicles) that are
"single family residences" under Code Section 25(e)(10) will qualify as real
property without regard to state law classifications. Under Code Section
25(e)(10), a single family residence includes any manufactured home that has a
minimum of 400 square feet of living space and a minimum width in excess of 102
inches and that is of a kind customarily used at a fixed location.
Tiered REMIC Structures. For certain Series of Certificates, two separate
elections may be made to treat designated portions of the related Trust Fund as
REMICs (respectively, the "Subsidiary REMIC" and the "Master REMIC") for federal
income tax purposes. Only REMIC Certificates, other than the residual interest
in the Subsidiary REMIC, issued by the Master REMIC will be offered hereunder.
The Subsidiary REMIC and the Master REMIC will be treated as one REMIC solely
for purposes of determining whether the REMIC Certificates will be (i) "real
estate assets" within the meaning of Section 856(c)(4)(A) of the Code and (ii)
"loans secured by an interest in real property" under Section 7701(a)(19)(C) of
the Code, and whether the income on such Certificates is interest described in
Section 856(c)(3)(B) of the Code.
a. REGULAR CERTIFICATES
General. Except as otherwise stated in this discussion, Regular
Certificates will be treated for federal income tax purposes as debt instruments
issued by the REMIC and not as ownership interests in the REMIC or its assets.
Moreover, holders of Regular
98
<PAGE> 179
Certificates that otherwise report income under a cash method of accounting will
be required to report income with respect to Regular Certificates under an
accrual method.
Original Issue Discount and Premium. The Regular Certificates may be
issued with original issue discount ("OID"). Generally, such OID, if any, will
equal the difference between the "stated redemption price at maturity" of a
Regular Certificate and its "issue price." Holders of any class of Certificates
issued with OID will be required to include such OID in gross income for federal
income tax purposes as it accrues, in accordance with a constant interest method
based on the compounding of interest, rather than in accordance with receipt of
the interest payments. The following discussion is based in part on Treasury
regulations issued under Code Sections 1271 through 1275 (the "OID Regulations")
and in part on the provisions of the Tax Reform Act of 1986 (the "1986 Act").
Holders of Regular Certificates (the "Regular Certificateholders") should be
aware, however, that the OID Regulations do not adequately address certain
issues relevant to prepayable securities, such as the Regular Certificates.
Rules governing OID are set forth in Code Sections 1271 through 1275. These
rules require that the amount and rate of accrual of OID be calculated based on
the Prepayment Assumption and the anticipated reinvestment rate, if any,
relating to the Regular Certificates and prescribe a method for adjusting the
amount and rate of accrual of such discount where the actual prepayment rate
differs from the Prepayment Assumption. Under the Code, the Prepayment
Assumption must be determined in the manner prescribed by regulations, which
regulations have not yet been issued. The Legislative History provides, however,
that Congress intended the regulations to require that the Prepayment Assumption
be the prepayment assumption that is used in determining the initial offering
price of such Regular Certificates. The Prospectus Supplement for each Series of
Regular Certificates will specify the Prepayment Assumption to be used for the
purpose of determining the amount and rate of accrual of OID. No representation
is made that the Regular Certificates will prepay at the Prepayment Assumption
or at any other rate.
The IRS has issued regulations (the "Contingent Regulations") governing the
calculation of OID on instruments having contingent interest payments. The
Contingent Regulations specifically do not apply for purposes of calculating OID
on debt instruments subject to Code Section 1272(a)(6), such as the Regular
Certificates. Additionally, the OID Regulations do not contain provisions
specifically interpreting Code Section 1272(a)(6). The Trustee intends to base
its computations on Code Section 1272(a)(6) and the OID Regulations as described
herein. However, because no regulatory guidance currently exists under Code
Section 1272(a)(6), there can be no assurance that such methodology represents
the correct manner of calculating OID.
In general, each Regular Certificate will be treated as a single
installment obligation issued with an amount of OID equal to the excess of its
"stated redemption price at maturity" over its "issue price." The issue price of
a Regular Certificate is the first price at which a substantial amount of
Regular Certificates of that class are first sold to the public (excluding bond
houses, brokers, underwriters or wholesalers). The issue price of
99
<PAGE> 180
a Regular Certificate also includes the amount paid by an initial
Certificateholder for accrued interest that relates to a period prior to the
issue date of the Regular Certificate. The stated redemption price at maturity
of a Regular Certificate includes the original principal amount of the Regular
Certificate, but generally will not include distributions of interest if such
distributions constitute "qualified stated interest." Qualified stated interest
generally means interest payable at a single fixed rate or 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. Interest is payable at a single fixed rate only if
the rate appropriately takes into account the length of the interval between
payments. Distributions of interest on Regular Certificates with respect to
which Deferred Interest will accrue will not constitute qualified stated
interest payments, and the stated redemption price at maturity of such Regular
Certificates includes all distributions of interest as well as principal
thereon.
Where the interval between the issue date and the first Distribution Date
on a Regular Certificate is longer than the interval between subsequent
Distribution Dates, the greater of any original issue discount, disregarding the
rate in the first period and any interest foregone during the first period, is
treated as the amount by which the stated redemption price of the Certificate
exceeds its issue price for purposes of the de minimis rule described below. The
OID Regulations suggest that all or a portion of the interest on a long first
period Regular Certificate that is issued with non-de minimis OID will be
treated as OID. 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. interest due on the first Distribution Date in
excess of the amount that accrued during the first period would be added to the
Certificates stated redemption price at maturity. Regular Certificateholders
should consult their own tax advisors to determine the issue price and stated
redemption price at maturity of a Regular Certificate. Additionally, it is
possible that the IRS could assert that the stated Pass-Through Rate of interest
on the Regular Certificates is not unconditionally payable because reasonable
legal remedies do not exist to compel timely payment of interest or, the terms
and conditions of the Certificates (or possibly the underlying Mortgage Loans)
are not such that the likelihood of late payments or nonpayments on the Mortgage
Loans is a remote contingency. Such position, if successful, would require all
holders of Regular Certificates to accrue income on such certificates under the
OID Regulations.
Under the de minimis rule, OID on a Regular Certificate will be considered
to be zero if such OID 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. Although currently unclear, it
appears that the schedule of such distributions should be determined in
100
<PAGE> 181
accordance with the Prepayment Assumption. 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 OID pro rata as
principal payments are received, and such income will be capital gain if the
Regular Certificate is held as a capital asset. However, accrual method holders
may elect to accrue all de minimis OID as well as market discount under a
constant interest method.
The Prospectus Supplement with respect to a Trust Fund may provide for
certain Regular Certificates to be issued at prices significantly exceeding
their principal amounts or based on notional principal balances (the
"Super-Premium Certificates"). The income tax treatment of such Regular
Certificates is not entirely certain. For information reporting purposes, the
Trust Fund intends to take the position that the stated redemption price at
maturity of such Regular Certificates is the sum of all payments to be made on
such Regular Certificates determined under the Prepayment Assumption, with the
result that such Regular Certificates would be issued with OID. The calculation
of income in this manner could result in negative original issue discount (which
delays future accruals of OID, rather than being immediately deductible) when
prepayments on the Mortgage Loans exceed those estimated under the Prepayment
Assumption. As discussed above, the Contingent Regulations specifically do not
apply to prepayable debt instruments subject to Code Section 1272(a)(6), such as
the Regular Certificates. However, if the Super-Premium Certificates were
treated as contingent payment obligations, it is unclear how holders of those
Certificates would report income or recover their basis. In the alternative, the
IRS could assert that the stated redemption price at maturity of such Regular
Certificates should be limited to their principal amount (subject to the
discussion below under "-- Accrued Interest Certificates"), so that such Regular
Certificates would be considered for federal income tax purposes to be issued at
a premium. If such a position were to prevail, the rules described below under
"-- Regular Certificates -- Premium" would apply. It is unclear when a loss may
be claimed for any unrecovered basis for a Super-Premium Certificate. It is
possible that a holder of a Super-Premium Certificate may only claim a loss when
its remaining basis exceeds the maximum amount of future payments, assuming no
further prepayments or when the final payment is received with respect to such
Super-Premium Certificate. Absent further guidance, the Trustee intends to treat
the Super-Premium Certificates as described herein.
Under the REMIC Regulations, if the issue price of a Regular Certificate
(other than those based on a notional amount) does not exceed 125% of its actual
principal amount, the interest rate is not considered disproportionately high.
Accordingly, such Regular Certificate generally should not be treated as a
SuperPremium Certificate and the rules described below under "--Regular
Certificates--Premium" should apply. However, it is possible that certificates
issued at a premium, even if the premium is less than 25% of such Certificate's
actual principal balance, will be required to amortize the premium under an
original issue discount method or contingent interest method even though no
election under Code Section 171 is made to amortize such premium.
101
<PAGE> 182
Generally, a Regular Certificateholder must include in gross income the
"daily portions," as determined below, of the OID that accrues on a Regular
Certificate for each day a Certificateholder holds the Regular Certificate,
including the purchase date but excluding the disposition date. The daily
portions of OID are determined by allocating to each day in an accrual period
the ratable portion of OID allocable to the accrual period. Accrual periods may
be of any length and may vary in length over the term of the Regular
Certificates provided that each accrual period (i) is not longer than one year,
(ii) begins or ends on a Distribution Date (except for the first accrual period
which begins on the issue date) and (iii) begins on the day after the preceding
accrual period ends. This will be done in the case of each full accrual period
by (i) adding (a) the present value at the end of the accrual period (determined
by using as a discount factor equal to the original yield to maturity of the
Regular Certificates as calculated under the Prepayment Assumption) of all
remaining payments to be received on the Regular Certificates under the
Prepayment Assumption and (b) any payments included in the stated redemption
price at maturity received during such accrual period, and (ii) subtracting from
that total the adjusted issue price of the Regular Certificates at the beginning
of such accrual period. The adjusted issue price of a Regular Certificate at the
beginning of the first accrual period is its issue price; the adjusted issue
price of a Regular Certificate at the beginning of a subsequent accrual period
is the adjusted issue price at the beginning of the immediately preceding
accrual period plus the amount of OID allocable to that accrual period and
reduced by the amount of any payment other than a payment of qualified stated
interest made at the end of or during that accrual period. The OID accrued
during an accrual period will then be divided by the number of days in the
period to determine the daily portion of OID for each day in the accrual period.
The calculation of OID under the method described above will cause the accrual
of OID to either increase or decrease (but never below zero) in a given accrual
period to reflect the fact that prepayments are occurring faster or slower than
under the Prepayment Assumption. With respect to an initial accrual period
shorter than a full accrual period, the daily portions of OID may be determined
according to an appropriate allocation under any reasonable method.
A subsequent purchaser of a Regular Certificate issued with OID who
purchases the Regular Certificate at a cost less than the remaining stated
redemption price at maturity will also be required to include in gross income
the sum of the daily portions of OID on that Regular Certificate. In computing
the daily portions of OID for such a purchaser (as well as an initial purchaser
that purchases at a price higher than the adjusted issue price but less than the
stated redemption price at maturity), however, the daily portion is reduced by
the amount that would be the daily portion for such day (computed in accordance
with the rules set forth above) multiplied by a fraction, the numerator of which
is the amount, if any, by which the price paid by such holder for that Regular
Certificate exceeds the following amount: (a) the sum of the issue price plus
the aggregate amount of OID that would have been includible in the gross income
of an original Regular Certificateholder (who purchased the Regular Certificate
at its issue price), less (b) any prior payments included in the stated
redemption price at maturity, and the denominator of which is the sum of the
daily portions for that Regular
102
<PAGE> 183
Certificate for all days beginning on the date after the purchase date and
ending on the maturity date computed under the Prepayment Assumption. A holder
who pays an acquisition premium instead may elect to accrue OID by treating the
purchase as a purchase at original issue.
Variable Rate Regular Certificates. Regular Certificates may provide for
interest based on a variable rate. Interest is treated as payable at a variable
rate and not as contingent interest if, generally, (i) the issue price does not
exceed the original principal balance by more than a specified amount; (ii) the
interest compounds or is payable at least annually at current values of (a) one
or more qualified floating rates (which are generally measured by or based on
lending rates for newly borrowed funds), (b) a single fixed rate and one or more
qualified floating rates, (c) a single objective rate (which is generally, a
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),
or (d) a single fixed rate and a single objective rate that is a qualified
inverse floating rate; and (iii) there are no contingent principal payments. The
variable interest generally will be qualified stated interest to the extent it
is unconditionally payable at least annually and, to the extent successive
variable rates are used, interest is not significantly accelerated or deferred.
The amount of OID with respect to a Regular Certificate bearing a variable
rate of interest will accrue in the manner described above under "-- Original
Issue Discount and Premium" by assuming generally that the index used for the
variable rate will remain fixed throughout the term of the Certificate.
Appropriate adjustments are made for the actual variable rate. If some or all of
the Mortgage Loans are subject to "teaser rates" (i.e., the initial rates on the
Mortgage Loans are less than subsequent rates on the Mortgage Loans) the
interest paid on some or all of the Regular Certificates may be subject to
accrual using a constant yield method notwithstanding the fact that such
Certificates may not have been issued with "true" non-de minimis original issue
discount.
Election to Treat All Interest as OID. The OID Regulations permit a
Certificateholder to elect to accrue all interest, discount (including de
minimis market or original issue discount) and premium in income as interest,
based on a constant yield method. If such an election were to be made with
respect to a Regular Certificate with market discount, the Certificateholder
would be deemed to have made an election to include in income currently market
discount with respect to all other debt instruments having market discount that
such Certificateholder acquires during the year of the election or thereafter.
Similarly, a Certificateholder that makes this election for a Certificate that
is acquired at a premium will be deemed to have made an election to amortize
bond premium with respect to all debt instruments having amortizable bond
premium that such Certificateholder owns or acquires. See "-- Regular
Certificates -- Premium" herein. The election to accrue interest, discount and
premium on a constant yield method with respect to a Certificate cannot be
revoked without the consent of the IRS.
Market Discount. A purchaser of a Regular Certificate may also be subject
to the market discount provisions of Code Sections 1276 through 1278. Under
these provisions
103
<PAGE> 184
and the OID Regulations, "market discount" equals the excess, if any, of (i) the
Regular Certificate's stated principal amount or, in the case of a Regular
Certificate with OID, the adjusted issue price (determined for this purpose as
if the purchaser had purchased such Regular Certificate from an original holder)
over (ii) the price for such Regular Certificate paid by the purchaser. A
Certificateholder that purchases a Regular Certificate at a market discount will
recognize income upon receipt of each distribution representing stated
redemption price. In particular, under Section 1276 of the Code such a holder
generally will be required to allocate each such principal distribution first to
accrued market discount not previously included in income, and to recognize
ordinary income to that extent. A Certificateholder may elect to include market
discount in income currently as it accrues rather than including it on a
deferred basis in accordance with the foregoing. If made, such election will
apply to all market discount bonds acquired by such Certificateholder on or
after the first day of the first taxable year to which such election applies.
Market discount with respect to a Regular Certificate will be considered to
be zero if the amount allocable to the Regular Certificate is less than 0.25% of
such Regular Certificate's stated redemption price at maturity multiplied by
such Regular Certificate's weighted average maturity remaining after the date of
purchase. If market discount on a Regular Certificate is considered to be zero
under this rule, the actual amount of market discount must be allocated to the
remaining principal payments on the Regular Certificate, and gain equal to such
allocated amount will be recognized when the corresponding principal payment is
made. Treasury regulations implementing the market discount rules have not yet
been issued; therefore, investors should consult their own tax advisors
regarding the application of these rules and the advisability of making any of
the elections allowed under Code Sections 1276 through 1278.
The Code provides that any principal payment (whether a scheduled payment
or a prepayment) or any gain on disposition of a market discount bond acquired
by the taxpayer after October 22, 1986, shall be treated as ordinary income to
the extent that it does not exceed the accrued market discount at the time of
such payment. The amount of accrued market discount for purposes of determining
the tax treatment of subsequent principal payments or dispositions of the market
discount bond is to be reduced by the amount so treated as ordinary income.
The Code also grants authority to the Treasury Department to issue
regulations providing for the computation of accrued market discount on debt
instruments, the principal of which is payable in more than one installment.
Until such time as regulations are issued by the Treasury, rules described in
the Legislative History will apply. Under those rules, the holder of a market
discount bond may elect to accrue market discount either on the basis of a
constant interest rate or according to one of the following methods. For Regular
Certificates issued with OID, the amount of market discount that accrues during
a period is equal to the product of (i) the total remaining market discount and
(ii) a fraction, the numerator of which is the OID accruing during the period
and the denominator of which is the total remaining OID at the beginning of the
period. For Regular Certificates issued without OID, the amount of market
discount
104
<PAGE> 185
that accrues during a period is equal to the product of (a) the total remaining
market discount and (b) a fraction, the numerator of which is the amount of
stated interest paid during the accrual period and the denominator of which is
the total amount of stated interest remaining to be paid at the beginning of the
period. For purposes of calculating market discount under any of the above
methods in the case of instruments (such as the Regular Certificates) that
provide for payments that may be accelerated by reason of prepayments of other
obligations securing such instruments, the same Prepayment Assumption applicable
to calculating the accrual of OID will apply.
A holder of a Regular Certificate that acquires such Regular Certificate at
a market discount also may be required to defer, until the maturity date of such
Regular Certificate or its earlier disposition in a taxable transaction, the
deduction of a portion of the amount of interest that the holder paid or accrued
during the taxable year on indebtedness incurred or maintained to purchase or
carry the Regular Certificate in excess of the aggregate amount of interest
(including OID) includible in such holder's gross income for the taxable year
with respect to such Regular Certificate. The amount of such net interest
expense deferred in a taxable year may not exceed the amount of market discount
accrued on the Regular Certificate for the days during the taxable year on which
the holder held the Regular Certificate and, in general, would be deductible
when such market discount is includible in income. The amount of any remaining
deferred deduction is to be taken into account in the taxable year in which the
Regular Certificate matures or is disposed of in a taxable transaction. In the
case of a disposition in which gain or loss is not recognized in whole or in
part, any remaining deferred deduction will be allowed to the extent of gain
recognized on the disposition. This deferral rule does not apply if the Regular
Certificateholder elects to include such market discount in income currently as
it accrues on all market discount obligations acquired by such Regular
Certificateholder in that taxable year or thereafter.
Premium. A purchaser of a Regular Certificate that purchases the Regular
Certificate at a cost (not including accrued qualified stated interest) greater
than its remaining stated redemption price at maturity will be considered to
have purchased the Regular Certificate at a premium and may elect to amortize
such premium under a constant yield method. It is not clear whether the
Prepayment Assumption would be taken into account in determining the life of the
Regular Certificate for this purpose. The Amortizable Bond Premium Regulations
described above specifically do not apply to prepayable debt instruments subject
to Code Section 1272(a)(6) such as the Regular Certificates. Absent further
guidance from the IRS, the Trustee intends to account for amortizable bond
premium in the manner described herein. However, the Legislative History states
that the same rules that apply to accrual of market discount (which rules
require use of a Prepayment Assumption in accruing market discount with respect
to Regular Certificates without regard to whether such Certificates have OID)
will also apply in amortizing bond premium under Code Section 171. The Code
provides that amortizable bond premium will be allocated among the interest
payments on such Regular Certificates and will be applied as an offset against
such interest payment. Prospective purchasers of the Regular Certificates should
consult their tax advisors regarding the possible application of the Amortizable
Bond Premium Regulations.
105
<PAGE> 186
Deferred Interest. Certain classes of Regular Certificates will provide
for the accrual of Deferred Interest with respect to one or more ARM Loans. Any
Deferred Interest that accrues with respect to a class of Regular Certificates
will constitute income to the holders of such Certificates prior to the time
distributions of cash with respect to such Deferred Interest are made. It is
unclear, under the OID Regulations. whether any of the interest on such
Certificates will constitute qualified stated interest or whether all or a
portion of the interest payable on such Certificates must be included in the
stated redemption price at maturity of the Certificates and accounted for as OID
(which could accelerate such inclusion). Interest on Regular Certificates must
in any event be accounted for under an accrual method by the holders of such
Certificates and, therefore, applying the latter analysis may result only in a
slight difference in the timing of the inclusion in income of interest on such
Regular Certificates.
Effects of Defaults and Delinquencies. Certain Series of Certificates may
contain one or more classes of Subordinated Certificates, and in the event there
are defaults or delinquencies on the Mortgage Loans, amounts that would
otherwise be distributed on the Subordinated Certificates may instead be
distributed on other more senior Certificates. Subordinated Certificateholders
nevertheless will be required to report income with respect to such Certificates
under an accrual method without giving effect to delays and reductions in
distributions on such Subordinated Certificates attributable to defaults and
delinquencies on the Mortgage Loans, except to the extent that it can be
established that such amounts are uncollectible. As a result, the amount of
income reported by a Subordinated Certificateholder in any period could
significantly exceed the amount of cash distributed to such holder in that
period. The holder will eventually be allowed a loss (or will be allowed to
report a lesser amount of income) to the extent that the aggregate amount of
distributions on the Subordinated Certificate is reduced as a result of defaults
and delinquencies on the Mortgage Loans. However, the timing and
characterization of such losses or reductions in income are uncertain, and,
accordingly, Subordinated Certificateholders should consult their own tax
advisors on this point.
Sale, Exchange or Redemption. If a Regular Certificate is sold,
exchanged, redeemed or retired, the seller will recognize gain or loss equal to
the difference between the amount realized on the sale, exchange, redemption, or
retirement and the seller's adjusted basis in the Regular Certificate. Such
adjusted basis generally will equal the cost of the Regular Certificate to the
seller, increased by any OID and market discount included in the seller's gross
income with respect to the Regular Certificate, and reduced (but not below zero)
by payments included in the stated redemption price at maturity previously
received by the seller and by any amortized premium. Similarly, a holder who
receives a payment that is part of the stated redemption price at maturity of a
Regular Certificate will recognize gain equal to the excess, if any, of the
amount of the payment over the holder's adjusted basis in the Regular
Certificate. A Regular Certificateholder who receives a final payment that is
less than the holder's adjusted basis in the Regular Certificate will generally
recognize a loss. Except as provided in the following paragraph and as provided
under "Market Discount" above, any such gain or loss generally will be capital
gain or loss, provided that the Regular Certificate is held as a
106
<PAGE> 187
"capital asset" (generally, property held for investment) within the meaning of
Code Section 1221.
Gain from the sale or other disposition of a Regular Certificate that might
otherwise be capital gain will be treated as ordinary income to the extent that
such gain does not exceed the excess, if any, of (i) the amount that would have
been includible in such holder's income with respect to the Regular Certificate
had income accrued thereon at a rate equal to 110% of the AFR as defined in Code
Section 1274(d) determined as of the date of purchase of such Regular
Certificate, over (ii) the amount actually includible in such holder's income.
The Regular Certificates will be "evidences of indebtedness" within the
meaning of Code Section 582(c)(1), so that gain or loss recognized from the sale
of a Regular Certificate by a bank or a thrift institution to which such section
applies will be ordinary income or loss.
The Regular Certificate information reports will include a statement of the
adjusted issue price of the Regular Certificate at the beginning of each accrual
period. In addition, the reports will include information necessary to compute
the accrual of any market discount that may arise upon secondary trading of
Regular Certificates. Because exact computation of the accrual of market
discount on a constant yield method would require information relating to the
holder's purchase price which the REMIC may not have, it appears that the
information reports will only require information pertaining to the appropriate
proportionate method of accruing market discount.
Accrued Interest Certificates. Certain of the Regular Certificates
("Payment Lag Certificates") may provide for payments of interest based on a
period that corresponds to the interval between Distribution Dates but that ends
prior to each such Distribution Date. The period between the Closing Date for
Payment Lag Certificates and their first Distribution Date may or may not exceed
such interval. Purchasers of Payment Lag Certificates for which the period
between the Closing Date and the first Distribution Date does not exceed such
interval could pay upon purchase of the Regular Certificates accrued interest in
excess of the accrued interest that would be paid if the interest paid on the
Distribution Date were interest accrued from Distribution Date to Distribution
Date. If a portion of the initial purchase price of a Regular Certificate is
allocable to interest that has accrued prior to the issue date ("pre-issuance
accrued interest") and the Regular Certificate provides for a payment of stated
interest on the first payment date (and the first payment date is within one
year of the issue date) that equals or exceeds the amount of the pre-issuance
accrued interest, then the Regular Certificates' issue price may be computed by
subtracting from the issue price the amount of pre-issuance accrued interest,
rather than as an amount payable on the Regular Certificate. However, it is
unclear under this method how the OID Regulations treat interest on Payment Lag
Certificates. Therefore, in the case of a Payment Lag Certificate, the Trust
Fund intends to include accrued interest in the issue price and report interest
payments made on the first Distribution Date as interest to the extent such
payments represent interest for the number of days that the Certificateholder
has held such Payment Lag Certificate during the first accrual period.
107
<PAGE> 188
Investors should consult their own tax advisors concerning the treatment
for federal income tax purposes of Payment Lag Certificates.
Non-Interest Expenses of the REMIC. Under the temporary Treasury
regulations, if the REMIC is considered to be a "single-class REMIC," a portion
of the REMIC's servicing, administrative and other non-interest expenses will be
allocated as a separate item to those Regular Certificateholders that are
"pass-through interest holders." Certificateholders that are pass-through
interest holders should consult their own tax advisors about the impact of these
rules on an investment in the Regular Certificates. See Pass-Through of
Non-Interest Expenses of the REMIC" under "Residual Certificates" below.
Treatment of Realized Losses. Although not entirely clear, it appears
that holders of Regular Certificates that are corporations should in general be
allowed to deduct as an ordinary loss any loss sustained during the taxable year
on account of any such Certificates becoming wholly or partially worthless, and
that, in general, holders of Certificates that are not corporations should be
allowed to deduct as a short-term capital loss any loss sustained during the
taxable year on account of any such Certificates becoming wholly worthless.
Although the matter is unclear, non-corporate holders of Certificates may be
allowed a bad debt deduction at such time that the principal balance of any such
Certificate is reduced to reflect realized 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
realized losses only after all Mortgage Loans remaining in the related Trust
Fund have been liquidated or the Certificates of the related Series have been
otherwise retired. Potential investors and Holders of the Certificates are urged
to consult their own tax advisors regarding the appropriate timing, amount and
character of any loss sustained with respect to such Certificates, including any
loss resulting from the failure to recover previously accrued interest or
discount income.
Non-U.S. Persons. Generally, payments of interest (including any payment
with respect to accrued OID) on the Regular Certificates to a Regular
Certificateholder who is not a U.S. Person and is not engaged in a trade or
business within the United States will not be subject to federal withholding tax
if such Regular Certificateholder complies with certain identification
requirements (including delivery of a statement, signed by the Regular
Certificateholder under penalties of perjury, certifying that such Regular
Certificateholder is a foreign person and providing the name and address of such
Regular Certificateholder). If a Regular Certificateholder is not exempt from
withholding, distributions of interest, including distributions in respect of
accrued OID, to such holder may be subject to a 30% withholding tax, subject to
reduction under any applicable tax treaty. Treasury regulations (the "Final
Withholding Regulations"), which are generally effective with respect to
payments made after December 31, 2000, consolidate and modify the current
certification requirements and means by which a Holder may claim exemption from
United States federal income tax withholding and provide certain presumptions
regarding the status of Holders when payments to the Holders cannot be reliably
associated with appropriate documentation provided to the payor. All Holders
108
<PAGE> 189
should consult their tax advisers regarding the application of the Final
Withholding Regulations.
Further, it appears that a Regular Certificate would not be included in the
estate of a non-resident alien individual and would not be subject to United
States estate taxes. However, Certificateholders who are nonresident alien
individuals should consult their tax advisors concerning this question.
Regular Certificateholders who are not U.S. Persons and persons related to
such holders should not acquire any Residual Certificates, and holders of
Residual Certificates (the "Residual Certificateholder") and persons related to
Residual Certificateholders should not acquire any Regular Certificates without
consulting their tax advisors as to the possible adverse tax consequences of
doing so.
Information Reporting and Backup Withholding. The Master Servicer will
furnish or make available, within a reasonable time after the end of each
calendar year, to each person who was a Regular Certificateholder at any time
during such year, such information as may be deemed necessary or desirable to
assist Regular Certificateholders in preparing their federal income tax returns,
or to enable holders to make such information available to beneficial owners or
financial intermediaries that hold such Regular Certificates on behalf of
beneficial owners. If a holder, beneficial owner, financial intermediary or
other recipient of a payment on behalf of a beneficial owner fails to supply a
certified taxpayer identification number or if the Secretary of the Treasury
determines that such person has not reported all interest and dividend income
required to be shown on its federal income tax return, 31% backup withholding
may be required with respect to any payments. Any amounts deducted and withheld
from a distribution to a recipient would be allowed as a credit against such
recipient's federal income tax liability. All Holders should consult their tax
advisers regarding what certifications, if any, will be required under the Final
Withholding Regulations to avoid backup withholding with respect to payments
made after December 31, 2000. See "Non-U.S. Persons," above for a discussion of
the Final Withholding Regulations.
b. RESIDUAL CERTIFICATES
Allocation of the Income of the REMIC to the Residual Certificates. The
REMIC will not be subject to federal income tax except with respect to income
from prohibited transactions and certain other transactions. See "-- Prohibited
Transactions and Other Taxes" below. Instead, each original holder of a Residual
Certificate will report on its federal income tax return, as ordinary income,
its share of the taxable income of the REMIC for each day during the taxable
year on which such holder owns any Residual Certificates. The taxable income of
the REMIC for each day will be determined by allocating the taxable income of
the REMIC for each calendar quarter ratably to each day in the quarter. Such a
holder's share of the taxable income of the REMIC for each day will be based on
the portion of the outstanding Residual Certificates that such holder owns on
that day. The taxable income of the REMIC will be determined under an accrual
method and will be taxable to the holders of Residual Certificates without
regard to the timing or amounts of cash distributions by the REMIC. Ordinary
income derived
109
<PAGE> 190
from Residual Certificates will be "portfolio income" for purposes of the
taxation to taxpayers subject to the limitations on the deductibility of
"passive losses." As residual interests, the Residual Certificates will be
subject to tax rules, described below, that differ from those that would apply
if the Residual Certificates were treated for federal income tax purposes as
direct ownership interests in the Mortgage Loans or as debt instruments issued
by the REMIC.
A Residual Certificateholder may be required to include taxable income from
the Residual Certificate in excess of the cash distributed. For example, a
structure where principal distributions are made serially on regular interests
(that is, a fast-pay, slow-pay structure) may generate such a mismatching of
income and cash distributions (that is, "phantom income"). This mismatching may
be caused by the use of certain required tax accounting methods by the REMIC,
variations in the prepayment rate of the underlying Mortgage Loans and certain
other factors. Depending upon the structure of a particular transaction, the
aforementioned factors may significantly reduce the after-tax yield of a
Residual Certificate to a Residual Certificateholder. Investors should consult
their own tax advisors concerning the federal income tax treatment of a Residual
Certificate and the impact of such tax treatment on the after-tax yield of a
Residual Certificate.
A subsequent Residual Certificateholder also will report on its federal
income tax return amounts representing a daily share of the taxable income of
the REMIC for each day that such Residual Certificateholder owns such Residual
Certificate. Those daily amounts generally would equal the amounts that would
have been reported for the same days by an original Residual Certificateholder,
as described above. The Legislative History indicates that certain adjustments
may be appropriate to reduce (or increase) the income of a subsequent holder of
a Residual Certificate that purchased such Residual Certificate at a price
greater than (or less than) the adjusted basis such Residual Certificate would
have in the hands of an original Residual Certificateholder. See "-- Sale or
Exchange of Residual Certificates" below. It is not clear, however, whether such
adjustments will in fact be permitted or required and, if so, how they would be
made. The REMIC Regulations do not provide for any such adjustments.
Taxable Income of the REMIC Attributable to Residual Interests. The
taxable income of the REMIC will reflect a netting of (i) the income from the
Mortgage Loans and the REMIC's other assets and (ii) the deductions allowed to
the REMIC for interest and OID on the Regular Certificates and, except as
described above under "--Regular Certificates -- Non-Interest Expenses of the
REMIC," other expenses. 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 is
more restrictive than with respect to individual. The REMIC's gross income
includes interest, original issue discount income, and market discount income,
if any, on the Mortgage Loans, as well as, income earned from temporary
investments on reserve assets, reduced by the amortization of any premium on the
Mortgage Loans. In addition,
110
<PAGE> 191
a Residual Certificateholder will recognize additional income due to the
allocation of realized losses to the Regular Certificates due to defaults,
delinquencies and realized losses on the Mortgage Loans. The timing of the
inclusion of such income by Residual Certificateholders may differ from the time
the actual loss is allocated to the Regular Certificates. The REMIC'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 and realized losses on the Mortgage Loans. The requirement
that Residual Certificateholders report their pro rata share of taxable income
or net loss of the REMIC will continue until there are no Certificates of any
class of the related Series outstanding.
For purposes of determining its taxable income, the REMIC will have an
initial aggregate tax basis in its assets equal to the sum of the issue prices
of the Regular Certificates and the Residual Certificates (or, if a class of
Certificates is not sold initially, its fair market value). Such aggregate basis
will be allocated among the Mortgage Loans and other assets of the REMIC in
proportion to their respective fair market value. A Mortgage Loan will be deemed
to have been acquired with discount or premium to the extent that the REMIC's
basis therein is less than or greater than its principal balance, respectively.
Any such discount (whether market discount or OID) will be includible in the
income of the REMIC as it accrues, in advance of receipt of the cash
attributable to such income, under a method similar to the method described
above for accruing OID on the Regular Certificates. The REMIC expects to elect
under Code Section 171 to amortize any premium on the Mortgage Loans. Premium on
any Mortgage Loan to which such election applies would be amortized under a
constant yield method. It is not clear whether the yield of a Mortgage Loan
would be calculated for this purpose based on scheduled payments or taking
account of the Prepayment Assumption. Additionally such an election would not
apply to the yield with respect to any underlying mortgage loan originated on or
before September 27, 1985. Instead premium with respect to such a mortgage loan
would be allocated among the principal payments thereon and would be deductible
by the REMIC as those payments become due.
The REMIC will be allowed a deduction for interest and OID on the Regular
Certificates. The amount and method of accrual of OID will be calculated for
this purpose in the same manner as described above with respect to Regular
Certificates except that the 0.25% per annum de minimis rule and adjustments for
subsequent holders described therein will not apply.
A Residual Certificateholder will not be permitted to amortize the cost of
the Residual Certificate as an offset to its share of the REMIC's taxable
income. However, that taxable income will not include cash received by the REMIC
that represents a recovery of the REMIC's basis in its assets, and, as described
above, the issue price of the Residual Certificates will be added to the issue
price of the Regular Certificates in determining the REMIC's initial basis in
its assets. See "Sale or Exchange of Residual Certificates" below. For a
discussion of possible adjustments to income of a subsequent holder of a
Residual Certificate to reflect any difference between the actual cost of such
111
<PAGE> 192
Residual Certificate to such holder and the adjusted basis such Residual
Certificate would have in the hands of an original Residual Certificateholder,
see "Allocation of the Income of the REMIC to the Residual Certificates" above.
Net Losses of the REMIC. The REMIC will have a net loss for any calendar
quarter in which its deductions exceed its gross income. Such net loss would be
allocated among the Residual Certificateholders in the same manner as the
REMIC's taxable income. The net loss allocable to any Residual Certificate will
not be deductible by the holder to the extent that such net loss exceeds such
holder's adjusted basis in such Residual Certificate. Any net loss that is not
currently deductible by reason of this limitation may only be used by such
Residual Certificateholder to offset its share of the REMIC's taxable income in
future periods (but not otherwise). The ability of Residual Certificateholders
that are individuals or closely held corporations to deduct net losses may be
subject to additional limitations under the Code.
Mark to Market Rules. Prospective purchasers of a Residual Certificate
should be aware that Residual Certificates acquired after January 3, 1995 are
not securities and cannot be marked-to-market.
Pass-Through of Non-Interest Expenses of the REMIC. As a general rule,
all of the fees and expenses of a REMIC will be taken into account by holders of
the Residual Certificates. In the case of a single class REMIC, however, the
expenses and a matching amount of additional income will be allocated, under
temporary Treasury regulations, among the Regular Certificateholders and the
Residual Certificateholders on a daily basis in proportion to the relative
amounts of income accruing to each Certificateholder on that day. In general
terms, a single class REMIC is one that either (i) would qualify, under existing
Treasury regulations, as a grantor trust if it were not a REMIC (treating all
interests as ownership interests, even if they would be classified as debt for
federal income tax purposes) or (ii) is similar to such a trust and is
structured with the principal purpose of avoiding the single class REMIC rules.
Unless otherwise stated in the applicable Prospectus Supplement, the expenses of
the REMIC will be allocated to holders of the related Residual Certificates in
their entirety and not to holders of the related Regular Certificates.
In the case of individuals (or trusts, estates or other persons that
compute their income in the same manner as individuals) who own an interest in a
Regular Certificate or a Residual Certificate directly or through a pass through
interest holder that is required to pass miscellaneous itemized deductions
through to its owners or beneficiaries (e.g. a partnership, an S corporation or
a grantor trust), such expenses will be deductible under Code Section 67 only to
the extent that such expenses, plus other "miscellaneous itemized deductions" of
the individual, exceed 2% of such individual's adjusted gross income. For
taxable years beginning after December 31, 1997, in the case of a partnership
that has 100 or more partners and elects to be treated as an "electing large
partnership," 70 percent of such partnership's miscellaneous itemized deductions
will be disallowed, although the remaining deductions will generally be allowed
at the partnership level and will not be subject to the 2 percent floor that
would otherwise be applicable to individual partners. In addition, Code Section
68 provides that the amount
112
<PAGE> 193
of itemized deductions otherwise allowable for an individual whose adjusted
gross income exceeds a certain amount (the "Applicable Amount") will be reduced
by the lesser of (i) 3% of the excess of the individual's adjusted gross income
over the Applicable Amount or (ii) 80% of the amount of itemized deductions
otherwise allowable for the taxable year. The amount of additional taxable
income recognized by Residual Certificateholders who are subject to the
limitations of either Code Section 67 or Code Section 68 may be substantial.
Further, holders (other than corporations) subject to the alternative minimum
tax may not deduct miscellaneous itemized deductions in determining such
holders' alternative minimum taxable income. The REMIC is required to report to
each pass-through interest holder and to the IRS such holder's allocable share
if any, of the REMIC's non-interest expenses. The term "pass-through interest
holder" generally refers to individuals, entities taxed as individuals and
certain pass-through entities, but does not include real estate investment
trusts. Residual Certificateholders that are pass-through interest holders
should consult their own tax advisors about the impact of these rules on an
investment in the Residual Certificates.
Excess Inclusions. A portion of the income on a Residual Certificate
(referred to in the Code as an "excess inclusion") for any calendar quarter will
be subject to federal income tax in all events. Thus, for example, an excess
inclusion (i) may not be offset by any unrelated losses, deductions or loss
carryovers of a Residual Certificateholder; (ii) will be treated as "unrelated
business taxable income" within the meaning of Code Section 512 if the Residual
Certificateholder is a pension fund or any other organization that is subject to
tax only on its unrelated business taxable income (see "Tax-Exempt Investors-"
below); and (iii) is not eligible for any reduction in the rate of withholding
tax in the case of a Residual Certificateholder that is a foreign investor. See
"Non-U.S. Persons" below.
With respect to any Residual Certificateholder, the excess inclusions for
any calendar quarter is the excess, if any, of (i) the income of such Residual
Certificateholder for that calendar quarter from its Residual Certificate over
(ii) the sum of the "daily accruals" (as defined below) for all days during the
calendar quarter on which the Residual Certificateholder holds such Residual
Certificate. For this purpose, the daily accruals with respect to a Residual
Certificate are determined by allocating to each day in the calendar quarter its
ratable portion of the product of the "adjusted issue price" (as defined below)
of the Residual Certificate at the beginning of the calendar quarter and 120
percent of the "Federal long-term rate" in effect at the time the Residual
Certificate is issued. For this purpose, the "adjusted issue price" of a
Residual Certificate at the beginning of any calendar quarter equals the issue
price of the Residual Certificate, increased by the amount of daily accruals for
all prior quarters, and decreased (but not below zero) by the aggregate amount
of payments made on the Residual Certificate before the beginning of such
quarter. The "federal long-term rate" is an average of current yields on
Treasury securities with a remaining term of greater than nine years, computed
and published monthly by the IRS. The Treasury Department has authority to issue
regulations that would treat the entire amount of income accruing on a Residual
Certificate as excess inclusions if the Residual Certificates in the aggregate
are considered not to have "significant value."
113
<PAGE> 194
In the case of any Residual Certificates held by a real estate investment
trust, the aggregate excess inclusions with respect to such Residual
Certificates, reduced (but not below zero) by the real estate investment trust
taxable income (within the meaning of Code Section 857(b)(2), excluding any net
capital gain), will be allocated among the shareholders of such trust in
proportion to the dividends received by such shareholders from such trust and
any amount so allocated will be treated as an excess inclusion with respect to a
Residual Certificate as if held directly by such shareholder. Regulated
investment companies, common trust funds and certain cooperatives are subject to
similar rules.
Provisions governing the relationship between excess inclusions and the
alternative minimum tax provide that (i) the alternative minimum taxable income
of a taxpayer is based on the taxpayer's regular taxable income computed without
regard to the rule that taxable income cannot be less than the amount of excess
inclusions, (ii) the alternative minimum taxable income of a taxpayer for a
taxable year cannot be less than the amount of excess inclusions for that year,
and (iii) the amount of any alternative minimum tax net operating loss is
computed without regard to any excess inclusions.
Payments. Any distribution made on a Residual Certificate to a Residual
Certificateholder will be treated as a non-taxable return of capital to the
extent it does not exceed the Residual Certificateholder's adjusted basis in
such Residual Certificate. To the extent a distribution exceeds such adjusted
basis, it will be treated as gain from the sale of the Residual Certificate.
Sale or Exchange of Residual Certificates. If a Residual Certificate is
sold or exchanged, the seller will generally recognize gain or loss equal to the
difference between the amount realized on the sale or exchange and its adjusted
basis in the Residual Certificate (except that the recognition of loss may be
limited under the "wash sale" rules described below). A holder's adjusted basis
in a Residual Certificate generally equals the cost of such Residual Certificate
to such Residual Certificateholder, increased by the taxable income of the REMIC
that was included in the income of such Residual Certificateholder with respect
to such Residual Certificate, and decreased (but not below zero) by the net
losses that have been allowed as deductions to such Residual Certificateholder
with respect to such Residual Certificate and by the distributions received
thereon by such Residual Certificateholder. In general, any such gain or loss
will be capital gain or loss provided the Residual Certificate is held as a
capital asset. However, Residual Certificates will be "evidences of
indebtedness" within the meaning of Code Section 582(c)(1), so that gain or loss
recognized from sale of a Residual Certificate by a bank or thrift institution
to which such section applies would be ordinary income or loss.
Except as provided in Treasury regulations yet to be issued, if the seller
of a Residual Certificate reacquires such Residual Certificate, or acquires any
other Residual Certificate, any residual interest in another REMIC or similar
interest in a "taxable mortgage pool" (as defined in Code Section 7701(i))
during the period beginning six months before, and ending six months after, the
date of such sale, such sale will be subject to the "wash sale" rules of Code
Section 1091. In that event, any loss realized by
114
<PAGE> 195
the Residual Certificateholder on the sale will not be deductible, but, instead,
will increase such Residual Certificateholder adjusted basis in the newly
acquired asset.
PROHIBITED TRANSACTIONS AND OTHER TAXES
The Code imposes a tax on REMICs equal to 100 percent of the net income
derived from "prohibited transactions" (the "Prohibited Transactions Tax"). In
general, subject to certain specified exceptions, a prohibited transaction means
the disposition of a Mortgage Loan, the receipt of income from a source other
than a Mortgage Loan or certain other permitted investments, the receipt of
compensation for services, or gain from the disposition of an asset purchased
with the payments on the Mortgage Loans for temporary investment pending
distribution on the Certificates. It is not anticipated that the Trust Fund for
any Series of Certificates will engage in any prohibited transactions in which
it would recognize a material amount of net income.
In addition, certain contributions to a Trust Fund as to which an election
has been made to treat such Trust Fund as a REMIC made after the day on which
such Trust Fund issues all of its interests could result in the imposition of a
tax on the Trust Fund equal to 100% of the value of the contributed property
(the "Contributions Tax"). No Trust Fund for any Series of Certificates will
accept contributions that would subject it to such tax.
In addition, a Trust Fund as to which an election has been made to treat
such Trust Fund as a REMIC may also 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. "Net income
from foreclosure property" generally means income from foreclosure property
other than qualifying income for a real estate investment trust.
Where any Prohibited Transactions Tax, Contributions Tax, tax on net income
from foreclosure property or state or local income or franchise tax that may be
imposed on a REMIC relating to any Series of Certificates arises out of, or
results from, (i) a breach of the related Master Servicer's, Trustee's or
Seller's obligations, as the case may be, under the related Agreement for such
Series, such tax will be borne by such Master Servicer, Trustee or Seller as the
case may be, out of its own funds or (ii) the Seller's obligation to repurchase
a Mortgage Loan, such tax will be borne by the Seller. In the event that such
Master Servicer, Trustee or Seller, as the case may be, fails to pay or is not
required to pay any such tax as provided above, such as will be payable out of
the Trust Fund for such Series and will result in a reduction in amounts
available to be distributed to the Certificateholders of such Series.
LIQUIDATION AND TERMINATION
If the REMIC 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'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 will not be subject to any Prohibited Transactions Tax,
provided that the REMIC credits or
115
<PAGE> 196
distributes in liquidation all of the sale proceeds plus its cash (other than
the amounts retained to meet claims) to holders of Regular and Residual
Certificates within the 90-day period.
The REMIC will terminate shortly following the retirement of the Regular
Certificates. If a Residual Certificateholder's adjusted basis in the Residual
Certificate exceeds the amount of cash distributed to such Residual
Certificateholder in final liquidation of its interest, then it would appear
that the Residual Certificateholder would be entitled to a loss equal to the
amount of such excess. It is unclear whether such a loss, if allowed, will be a
capital loss or an ordinary loss.
ADMINISTRATIVE MATTERS
Solely for the purpose of the administrative provisions of the Code, the
REMIC generally will be treated as a partnership and the Residual
Certificateholders will be treated as the partners. Certain information will be
furnished quarterly to each Residual Certificateholder who held a Residual
Certificate on any day in the previous calendar quarter.
Each Residual Certificateholder is required to treat items on its return
consistently with their treatment on the REMIC's return, unless the Residual
Certificateholder either files a statement identifying the inconsistency or
establishes that the inconsistency resulted from incorrect information received
from the REMIC. The IRS may assert a deficiency resulting from a failure to
comply with the consistency requirement without instituting an administrative
proceeding at the REMIC level. The REMIC does not intend to register as a tax
shelter pursuant to Code Section 6111 because it is not anticipated that the
REMIC will have a net loss for any of the first five taxable years of its
existence. Any person that holds a Residual Certificate as a nominee for another
person may be required to furnish the REMIC, in a manner to be provided in
Treasury regulations, with the name and address of such person and other
information.
TAX-EXEMPT INVESTORS
Any Residual Certificateholder that is a pension fund or other entity that
is subject to federal income taxation only on its "unrelated business taxable
income" within the meaning of Code Section 512 will be subject to such tax on
that portion of the distributions received on a Residual Certificate that is
considered an excess inclusion. See "-- Residual Certificates -- Excess
Inclusions" above.
NON-U.S. PERSONS
Amounts paid to Residual Certificateholders who are not U.S. persons (see
"-- Regular Certificates -- Non-U.S. Persons" above) are treated as interest for
purposes of the 30% (or lower treaty rate) United States withholding tax.
Amounts distributed to holders of Residual Certificates should qualify as
"portfolio interest," subject to the conditions described in "-- Regular
Certificates" above, but only to the extent that the underlying mortgage loans
were originated after July 18, 1984. Furthermore, the rate of withholding on any
income on a Residual Certificate that is
116
<PAGE> 197
excess inclusion income will not be subject to reduction under any applicable
tax treaties. See "-- Residual Certificates Excess-Inclusions" above. If the
portfolio interest exemption is unavailable, such amount will be subject to
United States withholding tax when paid or otherwise distributed (or when the
Residual Certificate is disposed of under rules similar to those for withholding
upon disposition of debt instruments that have OID). The Code, however, grants
the Treasury Department authority to issue regulations requiring that those
amounts be taken into account earlier than otherwise provided where necessary to
prevent avoidance of tax (for example, where the Residual Certificates do not
have significant value). See "-- Residual Certificates -- Excess Inclusions"
above. If the amounts paid to Residual Certificateholders that are not U.S.
persons are effectively connected with their conduct of a trade or business
within the United States, the 30% (or lower treaty rate) withholding will not
apply. Instead, the amounts paid to such non-U.S. Person will be subject to U.S.
federal income taxation at regular graduated rates. For special restrictions on
the transfer of Residual Certificates, see "-- Tax-Related Restrictions on
Transfers of Residual Certificates" below.
Treasury regulations (the "Final Withholding Regulations"), which are
generally effective with respect to payments made after December 31, 1999,
consolidate and modify the current certification requirements and means by which
a Holder may claim exemption from United States federal income tax withholding
and provide certain presumptions regarding the status of Holders when payments
to the Holders cannot be reliably associated with appropriate documentation
provided to the payor. All Holders should consult their tax advisers regarding
the application of the Final Withholding Regulations.
Regular Certificateholders and persons related to such holders should not
acquire any Residual Certificates, and Residual Certificateholders and persons
related to Residual Certificateholders should not acquire any Regular
Certificates, without consulting their tax advisors as to the possible adverse
tax consequences of such acquisition.
TAX-RELATED RESTRICTIONS ON TRANSFERS OF RESIDUAL CERTIFICATES
Disqualified Organizations. An entity may not qualify as a REMIC unless
there are reasonable arrangements designed to ensure that residual interests in
such entity are not held by "disqualified organizations" (as defined below).
Further, a tax is imposed on the transfer of a residual interest in a REMIC to a
"disqualified organization." The amount of the tax equals the product of (A) an
amount (as determined under the REMIC Regulations) equal to the present value of
the total anticipated "excess inclusions" with respect to such interest for
periods after the transfer and (B) the highest marginal federal income tax rate
applicable to corporations. The tax is imposed on the transferor unless the
transfer is through an agent (including a broker or other middleman) for a
disqualified organization, in which event the tax is imposed on the agent. The
person otherwise liable for the tax shall be relieved of liability for the tax
if the transferee furnished to such person an affidavit that the transferee is
not a disqualified organization and, at the time of the transfer, such person
does not have actual knowledge that the affidavit is false. A "disqualified
organization" means (A) the United States, any State,
117
<PAGE> 198
possession or political subdivision thereof, any foreign government, any
international organization or any agency or instrumentality of any of the
foregoing (provided that such term does not include an instrumentality if all
its activities are subject to tax and, except for FHLMC, a majority of its board
of directors is not selected by any such governmental agency), (B) any
organization (other than certain farmers' cooperatives) generally exempt from
federal income taxes unless such organization is subject to the tax on
"unrelated business taxable income" and (C) a rural electric or telephone
cooperative.
A tax is imposed on a "pass-through entity" (as defined below) holding a
residual interest in a REMIC if at any time during the taxable year of the
pass-through entity a disqualified organization is the record holder of an
interest in such entity. The amount of the tax is equal to the product of (A)
the amount of excess inclusions for the taxable year allocable to the interest
held by the disqualified organization and (B) the highest marginal federal
income tax rate applicable to corporations. The pass-through entity otherwise
liable for the tax, for any period during which the disqualified organization is
the record holder of an interest in such entity, will be relieved of liability
for the tax if such record holder furnishes to such entity an affidavit that
such record holder is not a disqualified organization and, for such period, the
pass-through entity does not have actual knowledge that the affidavit is false.
For this purpose, a "pass-through entity" means (i) a regulated investment
company, real estate investment trust or common trust fund, (ii) a partnership,
trust or estate and (iii) certain cooperatives. Except as may be provided in
Treasury regulations not yet issued, 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 tax on pass-through entities is generally
effective for periods after March 31, 1988, except that in the case of regulated
investment companies, real estate investment trusts, common trust funds and
publicly-traded partnerships the tax shall apply only to taxable years of such
entities beginning after December 31, 1988. For taxable years beginning after
December 31, 1997, all partners of certain electing partnerships having 100 or
more partners ("electing large partnerships") will be treated as disqualified
organizations for purposes of the tax imposed on pass-through entities if such
electing large partnerships hold residual interests in a REMIC. However, the
electing large partnership would be entitled to exclude the excess inclusion
income from gross income for purposes of determining the taxable income of the
partners.
In order to comply with these rules, the Agreement will provide that no
record or beneficial ownership interest in a Residual Certificate may be
purchased, transferred or sold, directly or indirectly, unless the Trustee
receives the following: (i) an affidavit from the proposed transferee to the
effect that it is not a disqualified organization and is not acquiring the
Residual Certificate as a nominee or agent for a disqualified organization and
(ii) a covenant by the proposed transferee to the effect that the proposed
transferee agrees to be bound by and to abide by the transfer restrictions
applicable to the Residual Certificate.
Noneconomic Residual Certificate. The REMIC Regulations disregard for
federal income tax purposes, any transfer of a Noneconomic Residual Certificate
to a "U.S.
118
<PAGE> 199
Person," unless no significant purpose of the transfer is to enable the
transferor to impede the assessment or collection of tax. A Noneconomic Residual
Certificate is any Residual Certificate (including a Residual Certificate with a
positive value at issuance) unless, at the time of transfer, taking into account
the Prepayment Assumption and any required or permitted clean up calls or
required liquidation provided for in the REMIC's organizational documents, (i)
the present value of the expected future distributions on the Residual
Certificate 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. 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 transferor is presumed not to have such knowledge if (i) the transferor
conducted a reasonable investigation of the transferee and (ii) the transferee
acknowledges to the transferor that the residual interest may generate tax
liabilities in excess of the cash flow and the transferee represents that it
intends to pay such taxes associated with the residual interest as they become
due. If a transfer of a Noneconomic Residual Certificate is disregarded, the
transferor would continue to be treated as the owner of the Residual Certificate
and would continue to be subject to tax on its allocable portion of the net
income of the REMIC.
Foreign Investors. The REMIC Regulations provide that the transfer of a
Residual Certificate that has a "tax avoidance potential" to a "foreign person"
will be disregarded for federal income tax purposes. This rule appears to apply
to a transferee who is not a U.S. Person unless such transferee's income in
respect of the Residual Certificate is effectively connected with the conduct of
a United States trade or business. A Residual Certificate is deemed to have a
tax avoidance potential unless, at the time of transfer, the transferor
reasonably expects that the REMIC will distribute to the transferee amounts that
will equal at least 30 percent of each excess inclusion, and that such amounts
will be distributed at or after the time the excess inclusion accrues and not
later than the end of the calendar year following the year of accrual. If the
non-U.S. Person transfers the Residual Certificate to a U.S. Person, the
transfer will be disregarded, and the foreign transferor will continue to be
treated as the owner, if the transfer has the effect of allowing the transferor
to avoid tax on accrued excess inclusions. The provisions in the REMIC
Regulations regarding transfers of Residual Certificates that have tax avoidance
potential to foreign persons are effective for all transfers after June 30,
1992. The Agreement will provide that no record or beneficial ownership interest
in a Residual Certificate may be transferred, directly or indirectly, to a
non-U.S. Person unless such person provides the Trustee with a duly completed
I.R.S. Form 4224 and/or any successor or replacement form required by the Final
Withholding Regulations (which are generally effective with respect to payments
after December 31, 2000) to substantiate a claim that income is effectively
connected with a United States trade or business, and
119
<PAGE> 200
the Trustee consents to such transfer in writing. See "Non-U.S. Persons" above
for a discussion of the Final Withholding Regulations.
Any attempted transfer or pledge in violation of the transfer restrictions
shall be absolutely null and void and shall vest no rights in any purported
transferee. Investors in Residual Certificates are advised to consult their own
tax advisors with respect to transfers of the Residual Certificates and, in
addition, pass-through entities are advised to consult their own tax advisors
with respect to any tax which may be imposed on a pass-through entity.
STATE TAX CONSIDERATIONS
In addition to the federal income tax consequences described in "Federal
Income Tax Considerations," potential investors should consider the state and
local income tax consequences of the acquisition, ownership, and disposition of
the Certificates. State and local income tax law may differ substantially from
the corresponding federal law, and this discussion does not purport to describe
any aspect of the income tax laws of any state or locality. Therefore, potential
investors should consult their own tax advisors with respect to the various tax
consequences of investments in the Certificates.
ERISA CONSIDERATIONS
The following describes certain considerations under ERISA and the Code,
which apply only to Certificates of a Series that are not divided into classes.
If Certificates are divided into classes the related Prospectus Supplement will
contain information concerning considerations relating to ERISA and the Code
that are applicable to such Certificates.
ERISA imposes requirements on employee benefit plans (and on certain other
retirement plans and arrangements, including individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts in
which such plans, accounts or arrangements are invested) (collectively "Plans")
subject to ERISA and on persons who are fiduciaries with respect to such Plans.
Generally, ERISA applies to investments made by Plans. Among other things, ERISA
requires that the assets of Plans be held in trust and that the trustee, or
other duly authorized fiduciary, have exclusive authority and discretion to
manage and control the assets of such Plans. ERISA also imposes certain duties
on persons who are fiduciaries of Plans. Under ERISA, any person who exercises
any authority or control respecting the management or disposition of the assets
of a Plan is considered to be a fiduciary of such Plan (subject to certain
exceptions not here relevant). Certain employee benefit plans, such as
governmental plans (as defined in ERISA Section 3(32)) and, if no election has
been made under Section 410(d) of the Code, church plans (as defined in ERISA
Section 3(33)), are not subject to ERISA requirements. Accordingly, assets of
such plans may be invested in Certificates without regard to the ERISA
considerations described above and below, subject to the provisions of
applicable state law. Any such plan which is qualified and exempt from taxation
under Code Sections 401(a) and
120
<PAGE> 201
501(a), however, is subject to the prohibited transaction rules set forth in
Code Section 503.
On November 13, 1986, the United States Department of Labor (the "DOL")
issued final regulations concerning the definition of what constitutes the
assets of a Plan. (Labor Reg. Section 2510.3-101). Under this regulation, the
underlying assets and properties of corporations, partnerships and certain other
entities in which a Plan makes an "equity" investment could be deemed for
purposes of ERISA to be assets of the investing Plan in certain circumstances.
However, the regulation provides that, generally, the assets of a corporation or
partnership in which a Plan invests will not be deemed for purposes of ERISA to
be assets of such Plan if the equity interest acquired by the investing Plan is
a publicly-offered security. A publicly-offered security, as defined in Labor
Reg. Section 2510.3-101, is a security that is widely held, freely transferable
and registered under the Securities Exchange Act of 1934, as amended.
In addition to the imposition of general fiduciary standards of investment
prudence and diversification, ERISA prohibits a broad range of transactions
involving Plan assets and persons ("Parties in Interest") having certain
specified relationships to a Plan and imposes additional prohibitions where
Parties in Interest are fiduciaries with respect to such Plan. Because the
Mortgage Loans may be deemed Plan assets of each Plan that purchases
Certificates, an investment in the Certificates by a Plan might be a prohibited
transaction under ERISA Sections 406 and 407 and subject to an excise tax under
Code Section 4975 unless a statutory or administrative exemption applies.
In Prohibited Transaction Exemption 83-1 ("PTE 83-1"), which amended
Prohibited Transaction Exemption 81-7, the DOL exempted from ERISA's prohibited
transaction rules certain transactions relating to the operation of residential
mortgage pool investment trusts and the purchase, sale and holding of "mortgage
pool pass-through certificates" in the initial issuance of such certificates.
PTE 83-1 permits, subject to certain conditions, transactions that might
otherwise be prohibited between Plans and Parties in Interest with respect to
those Plans related to the origination, maintenance and termination of mortgage
pools consisting of mortgage loans secured by first or second mortgages or deeds
of trust on single-family residential property, and the acquisition and holding
of certain mortgage pool pass-through certificates representing an interest in
such mortgage pools by Plans. If the general conditions (discussed below) of PTE
83-1 are satisfied, investments by a Plan in certificates that represent
interests in a mortgage pool consisting of mortgage loans representing loans for
single family homes ("Single Family Certificates") will be exempt from the
prohibitions of ERISA Sections 406(a) and 407 (relating generally to
transactions with Parties in Interest who are not fiduciaries) if the Plan
purchases the Single Family Certificates at no more than fair market value and
will be exempt from the prohibitions of ERISA Sections 406(b)(1) and (2)
(relating generally to transactions with fiduciaries) if, in addition, the
purchase is approved by an independent fiduciary, no sales commission is paid to
the pool sponsor, the Plan does not purchase more than twenty-five percent (25%)
of all Single Family Certificates and at least fifty percent (50%) of all Single
Family Certificates are purchased by persons independent of the pool sponsor or
pool trustee. PTE 83-1 does not provide an
121
<PAGE> 202
exemption for transactions involving Subordinated Certificates. Accordingly,
unless otherwise provided in the related Prospectus Supplement, no transfer of a
Subordinated Certificate may be made to a Plan.
The discussion in this and the next succeeding paragraph applies only to
Single Family Certificates. The Depositor believes that, for purposes of PTE
83-1, the term "mortgage pass-through certificate" would include: (i)
Certificates issued in a Series consisting of only a single class of
Certificates; and (ii) Senior Certificates issued in a Series in which there is
only one class of Senior Certificates; provided that the Certificates in the
case of clause (i), or the Senior Certificates in the case of clause (ii),
evidence the beneficial ownership of both a specified percentage of future
interest payments (greater than zero percent (0%) and a specified percentage
(greater than zero percent (0%)) of future principal payments on the Mortgage
Loans. It is not clear whether a class of Certificates that evidences the
beneficial ownership in a Trust Fund divided into mortgage loan groups,
beneficial ownership of a specified percentage of interest payments only or
principal payments only, or a notional amount of either principal or interest
payments, or a class of Certificates entitled to receive payments of interest
and principal on the Mortgage Loans only after payments to other classes or
after the occurrence of certain specified events would be a "mortgage
pass-through certificate" for purposes of PTE 83-1.
PTE 83-1 sets forth three general conditions which must be satisfied for
any transaction to be eligible for exemption: (i) the maintenance of a system of
insurance or other protection for the pooled mortgage loans and property
securing such loans and for indemnifying certificateholders against reductions
in pass-through payments due to property damage or defaults in loan payments in
an amount not less than the greater of one percent (1%) of the aggregate
principal balance of all covered pooled mortgage loans or the principal balance
of the largest covered pooled mortgage loan; (ii) the existence of a pool
trustee who is not an affiliate of the pool sponsor; and (iii) a limitation on
the amount of the payments retained by the pool sponsor together with other
funds inuring to its benefit, to not more than adequate consideration for
selling the mortgage loans plus reasonable compensation for services provided by
the pool sponsor to the mortgage pool. The Depositor believes that the first
general condition referred to above will be satisfied with respect to the
Certificates in a Series issued without a subordination feature, or only the
Senior Certificates in a Series issued with a subordination feature, provided
that the subordination and Reserve Fund, subordination by shifting of interests,
the pool insurance or other form of credit enhancement described herein (such
subordination, pool insurance or other form of credit enhancement being the
system of insurance or other protection referred to above) with respect to a
Series of Certificates is maintained in an amount not less than the greater of
one percent of the aggregate principal balance of the Mortgage Loans or the
principal balance of the largest Mortgage Loan. See "Description of the
Certificates" herein. In the absence of a ruling that the system of insurance or
other protection with respect to a Series of Certificates satisfies the first
general condition referred to above, there can be no assurance that these
features will be so viewed by the DOL. The Trustee will not be affiliated with
the Depositor.
122
<PAGE> 203
Each Plan fiduciary who is responsible for making the investment decisions
whether to purchase or commit to purchase and to hold Single Family Certificates
must make its own determination as to whether the first and third general
conditions, and the specific conditions described briefly in the preceding
paragraph, of PTE 83-1 have been satisfied, or as to the availability of any
other prohibited transaction exemptions. Each Plan fiduciary should also
determine whether, under the general fiduciary standards of investment prudence
and diversification, an investment in the Certificates is appropriate for the
Plan, taking into account the overall investment policy of the Plan and the
composition of the Plan's investment portfolio.
The DOL has granted to certain underwriters individual administrative
exemptions (the "Underwriter Exemptions") from certain of the prohibited
transaction rules of ERISA and the related excise tax provisions of Section 4975
of the Code with respect to the initial purchase, the holding and the subsequent
resale by Plans of certificates in pass-through trusts that consist of certain
receivables, loans and other obligations that meet the conditions and
requirements of the Underwriter Exemptions.
While each Underwriter Exemption is an individual exemption separately
granted to a specific underwriter, the terms and conditions which generally
apply to the Underwriter Exemptions are substantially the following:
(1) the acquisition of the 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 interest evidenced by the certificates acquired by
the Plan are not subordinated to the rights and interests evidenced by
other certificates of the trust fund;
(3) the certificates required by the Plan have received a rating at the
time of such acquisition that is one of the three highest generic rating
categories from Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. ("S&P"), Moody's Investors Service, Inc. ("Moody's"), Duff & Phelps
Credit Rating Co. ("D&P") or Fitch IBCA, Inc. ("Fitch");
(4) the trustee must not be an affiliate of any other member of the
Restricted Group;
(5) the sum of all payments made to and retained by the underwriters in
connection with the distribution of the 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 loans to the trust fund represents not more than the fair market
value of such 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 agreement pursuant to
which the loans are pooled and reimbursements of such person's reasonable
expenses in connection therewith; and
123
<PAGE> 204
(6) the Plan investing in the certificates is an "accredited investor"
as defined in Rule 501(a)(l) of Regulation D of the Securities and Exchange
Commission under the Securities Act of 1933 as amended.
The trust fund must also meet the following requirements:
(i) the corpus of the trust fund must consist solely of assets of the
type that have been included in other investment pools;
(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 D&P
for at least one year prior to the Plan's acquisition of 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 certificates.
Moreover, the Underwriter Exemptions generally provide relief from certain
self-dealing/conflict of interest prohibited transactions that may occur when
the Plan fiduciary causes a Plan to acquire certificates in a trust as to which
the fiduciary (or its affiliate) is an obligor on the receivables held in the
trust provided that, among other requirements: (i) in the case of an acquisition
in connection with the initial issuance of certificates, at least fifty percent
(50%) of each class of certificates in which Plans have invested is acquired by
persons independent of the Restricted Group, (ii) such fiduciary (or its
affiliate) is an obligor with respect to five percent (5%) or less of the fair
market value of the obligations contained in the trust; (iii) the Plan's
investment in certificates of any class does not exceed twenty-five percent
(25%) 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 (25%) of the assets of the Plan with respect to which such
person is a fiduciary is invested in certificates representing an interest in
one or more trusts containing assets sold or serviced by the same entity. The
Underwriter Exemptions do not apply to Plans sponsored by the Seller, the
related Underwriter, the Trustee, the Master Servicer, any insurer with respect
to the Mortgage Loans, any obligor with respect to Mortgage Loans included in
the Trust Fund constituting more than five percent (5%) of the aggregate
unamortized principal balance of the assets in the Trust Fund, or any affiliate
of such parties.
The Prospectus Supplement for each Series of Certificates will indicate the
classes of Certificates, if any, offered thereby as to which it is expected that
an Underwriter Exemption will apply.
Any Plan fiduciary which proposes to cause a Plan to purchase Certificates
should consult with its counsel concerning the impact of ERISA and the Code, the
applicability of PTE 83-1, the availability and applicability of any Underwriter
Exemption or any other exemptions from the prohibited transaction provisions of
ERISA and the Code and the potential consequences in their specific
circumstances, prior to making such investment. Moreover, each Plan fiduciary
should determine whether under the general fiduciary standards of investment
procedure and diversification an investment in the
124
<PAGE> 205
Certificates is appropriate for the Plan, taking into account the overall
investment policy of the Plan and the composition of the Plan's investment
portfolio.
LEGAL INVESTMENT
The Prospectus Supplement for each Series of Certificates will specify
which, if any, of the classes of Certificates offered thereby will constitute
"mortgage related securities" for purposes of SMMEA. Classes of Certificates
that qualify as "mortgage related securities" will be legal investments for
persons, trusts, corporations partnerships, associations, business trusts and
business entities (including depository institutions, life insurance companies
and pension funds) 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
as, under applicable law, obligations issued by or guaranteed as to principal
and interest by the United States or any agency or instrumentably thereof
constitute legal investments for such entities. Under SMMEA, if a state enacted
legislation prior to October 4, 1991 specifically limiting the legal investment
authority of any such entities with respect to "mortgage related securities,"
the Certificates will constitute legal investments for entities subject to such
legislation only to the extent provided therein. Approximately twenty-one states
adopted such legislation prior to the October 4, 1991 deadline. SMMEA provides,
however, that in no event will the enactment of any such legislation affect the
validity of any contractual commitment to purchase, hold or invest in
Certificates, or require the sale or other disposition of Certificates, so long
as such contractual commitment was made or such Certificates acquired prior to
the enactment of such legislation.
SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in Certificates
without limitations as to the percentage of their assets represented thereby,
federal credit unions may invest in mortgage related securities, and national
banks may purchase Certificates for their own account without regard to the
limitations generally applicable to investment securities set forth in 12 U.S.C.
24 (Seventh), subject in each case to such regulations as the applicable federal
authority may prescribe. In this connection, federal credit unions should review
the National Credit Union Administration ("NCUA") Letter to Credit Unions No.
96, as modified by Letter to Credit Unions No. 108, which includes guidelines to
assist federal credit unions in making investment decisions for mortgage related
securities, and the NCUA's regulation "Investment and Deposit Activities" (12
C.F.R. Part 703), (whether or not the class of Certificates under consideration
for purchase constitutes a "mortgage related security").
All depository institutions considering an investment in the Certificates
(whether or not the class of certificates under consideration for purchase
constitutes a "mortgage related security") should review the Federal Financial
Institutions Examination Council's Supervisory Policy Statement on Securities
Activities (to the extent adopted by their respective regulators) (the "Policy
Statement"), setting forth, in relevant part, certain
125
<PAGE> 206
securities trading and sales practices deemed unsuitable for an institution's
investment portfolio, and guidelines for (and restrictions on) investing in
mortgage derivative products, including "mortgage related securities" that are
"high-risk mortgage securities" as defined in the Policy Statement. According to
the Policy Statement, such "high-risk mortgage securities" include securities
such as Certificates not entitled to distributions allocated to principal or
interest, or Subordinated Certificates. Under the Policy Statement, it is the
responsibility of each depository institution to determine, prior to purchase
(and at stated intervals thereafter), whether a particular mortgage derivative
product is a "high-risk mortgage security", and whether the purchase (or
retention) of such a product would be consistent with the Policy Statement.
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 and provisions
that may restrict or prohibit investment in securities that are not "interest
bearing" or "income paying."
There may be other restrictions on the ability of certain investors,
including depository institutions, either to purchase Certificates or to
purchase Certificates representing more than a specified percentage of the
investor's assets. Investors should consult their own legal advisors in
determining whether and to what extent the Certificates constitute legal
investments for such investors.
126
<PAGE> 207
METHOD OF DISTRIBUTION
Certificates are being offered hereby in Series from time to time (each
Series evidencing a separate Trust Fund) through any of the following methods:
1. By negotiated firm commitment underwriting and public reoffering by
underwriters;
2. By agency placements through one or more placement agents primarily
with institutional investors and dealers; and
3. By placement directly by the Depositor with institutional investors.
A Prospectus Supplement will be prepared for each Series which will
describe the method of offering being used for that Series and will set forth
the identity of any underwriters thereof and either the price at which such
Series is being offered, the nature and amount of any underwriting discounts or
additional compensation to such underwriters and the proceeds of the offering to
the Depositor, or the method by which the price at which the underwriters will
sell the Certificates will be determined. Each Prospectus Supplement for an
underwritten offering will also contain information regarding the nature of the
underwriters' obligations, any material relationship between the Depositor and
any underwriter and, where appropriate, information regarding any discounts or
concessions to be allowed or reallowed to dealers or others and any arrangements
to stabilize the market for the Certificates so offered. In firm commitment
underwritten offerings, the underwriters will be obligated to purchase all of
the Certificates of such Series if any such Certificates are purchased.
Certificates may be acquired by the underwriters for their own accounts 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 determined
at the time of sale.
Mellon Financial Services, Inc., an affiliate of the Depositor, may from
time to time act as agent or underwriter in connection with the sale of the
Certificates. This Prospectus and the related Prospectus Supplement may be used
by Mellon Financial Services, Inc. in connection with offers and sales related
to secondary market transactions in any Series of Certificates. Mellon Financial
Services, Inc. may act as principal or agent in such transactions. Such sales
will be made at prices related to the prevailing prices at the time of sale.
Underwriters and agents may be entitled under agreements entered into with
the Depositor to indemnification by the Depositor against certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribution with respect to payments which such underwriters or agents
may be required to make in respect thereof.
If a Series is offered other than through underwriters, the Prospectus
Supplement relating thereto will contain information regarding the nature of
such offering and any agreements to be entered into between the Depositor and
purchasers of Certificates of such Series.
127
<PAGE> 208
LEGAL MATTERS
The validity of the Certificates, including the material federal income tax
consequences with respect thereto, will be passed upon for the Depositor by
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038.
FINANCIAL INFORMATION
A new Trust Fund will be formed with respect to each Series of Certificates
and no Trust Fund will engage in any business activities or have any assets or
obligations prior to the issuance of the related Series of Certificates.
Accordingly, no financial statements with respect to any Trust Fund will be
included in this Prospectus or in the related Prospectus Supplement.
RATING
It is a condition to the issuance of the Certificates of each Series
offered hereby and by the Prospectus Supplement that they shall have been rated
in one of the four highest rating categories by the nationally recognized
statistical rating agency or agencies specified in the related Prospectus
Supplement.
Ratings on mortgage pass-through certificates address the likelihood of
receipt by certificateholders of all distributions on the underlying mortgage
loans. These ratings address the structural, legal and issuer-related aspects
associated with such certificates, the nature of the underlying mortgage loans
and the credit quality of the credit enhancer or guarantor, if any. Ratings on
mortgage pass-through certificates do not represent any assessment of the
likelihood of principal prepayments by mortgagors or of the degree by which such
prepayments might differ from those originally anticipated. As a result,
certificateholders might suffer a lower than anticipated yield, and, in
addition, holders of stripped pass-through certificates in extreme cases might
fail to recoup their underlying investments.
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
organization. Each security rating should be evaluated independently of any
other security rating.
128
<PAGE> 209
INDEX TO DEFINED TERMS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
1986 Act............................... 91
Accretion Directed Certificates........ 36
Accrual Certificates................... 32
Accrual Class.......................... 38
Additional Collateral.................. 25
adjusted issue price................... 109
Advance................................ 12
Agency Securities...................... 9
Agreement.............................. 9
Applicable Amount...................... 109
balloon payments....................... 10
Bankruptcy Bond........................ 52
Book-Entry Certificates................ 43
Boston Safe............................ 9
BBA.................................... 40
Buydown Fund........................... 11
Buydown Loans.......................... 11
Calculation Agent...................... 39
Cede................................... 43
Cedel.................................. 43
Cedel Participants..................... 45
CERCLA................................. 81
Certificate Account.................... 58
Certificate Balance.................... 31
Certificate Insurance Policy........... 53
Certificate Insurer.................... 53
Certificate Owners..................... 43
Certificate Register................... 30
Certificateholders..................... 9
Certificates........................... 8
Class Certificate Balance.............. 31
CMT.................................... 22
Code................................... 30
COFI................................... 40
COFI Certificates...................... 41
Collateral Value....................... 11
Commission............................. 8
Component Certificates................. 36
Components............................. 36
constant maturity...................... 43
Contingent Regulation.................. 96
Contributions Tax...................... 111
Cooperative Loans...................... 12
Cooperatives........................... 13
Cut-off Date........................... 11
D&P.................................... 119
daily accruals......................... 110
Deferred Interest...................... 92
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Definitive Certificates................ 44
Depositor.............................. 8
Detailed Description................... 9
Disqualified Organizations............. 113
Distribution Date...................... 30
DOL.................................... 116
DTC.................................... 43
DTC Participants....................... 44
electing large partnerships............ 114
Eleventh District...................... 40
EPA.................................... 81
ERISA.................................. 30
Euroclear.............................. 43
Euroclear Operator..................... 45
Euroclear Participants................. 45
European Depositaries.................. 44
excess inclusion....................... 109
excess servicing....................... 89
Exchange Act........................... 8
Federal long-term rate................. 109
Federal tax counsel.................... 84
FHA.................................... 13
FHA Insurance.......................... 66
FHA Loans.............................. 13
FHLBSF................................. 41
FHLMC.................................. 9
FHLMC Act.............................. 15
FHLMC Certificate group................ 16
FHLMC Certificates..................... 16
Final Withholding Regulations.......... 93
Financial Intermediary................. 44
FIRREA................................. 24
Fitch.................................. 119
Fixed Rate Class....................... 37
Floating Rate Class.................... 37
FNMA................................... 9
FNMA Certificates...................... 18
Garn-St Germain Act.................... 82
GNMA................................... 9
GNMA Certificates...................... 13
GNMA I Certificates.................... 13
GNMA II Certificate.................... 13
GNMA Issuer............................ 13
Guaranty Agreement..................... 14
Guaranteed Mortgage Pass-Through
Certificates......................... 18
Holder................................. 84
Housing Act............................ 13
</TABLE>
129
<PAGE> 210
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
HUD.................................... 66
Insurance Proceeds..................... 59
Insured Expenses....................... 59
Interest Only Class.................... 37
Inverse Floating Rate Class............ 37
IRS.................................... 87
LIBOR.................................. 39
LIBOR Determination Date............... 39
Liquidated Mortgage.................... 69
Liquidation Expenses................... 59
Liquidation Proceeds................... 59
Loan-to-Value Ratio.................... 11
lockout periods........................ 10
market discount........................ 95
Master REMIC........................... 78
Master Servicer........................ 12
Master Servicing Fee................... 68
Mellon Mortgage........................ 9
Moody's................................ 119
Mortgage............................... 57
Mortgage Assets........................ 9
Mortgage Loans......................... 9
Mortgage Note.......................... 10
Mortgage Pool.......................... 9
Mortgage Pool Insurance Policy......... 49
Mortgage Rate.......................... 10
Mortgaged Properties................... 9
Mortgagor.............................. 11
National Cost of Funds Index........... 42
NCUA................................... 121
Noneconomic Residual Certificate....... 115
Notional Amount Certificates........... 36
OID.................................... 85
OID Regulations........................ 91
OTS.................................... 42
Partial Accrual Class.................. 38
Parties in Interest.................... 117
pass-through entity.................... 114
pass-through interest holder........... 109
Pass-Through Rate...................... 31
Payment Lag Certificates............... 104
Permitted Investments.................. 53
phantom income......................... 106
Planned Principal Class................ 36
Plans.................................. 116
PLL.................................... 25
Policy Statement....................... 121
Pool Insurer........................... 49
preference amount...................... 54
pre-issuance accrued interest.......... 104
Prepayment Assumption.................. 91
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Primary Insurer........................ 64
Primary Mortgage Insurance Policy...... 10
Prime Rate............................. 43
Principal Only Class................... 38
Principal Prepayments.................. 32
Prohibited Transactions Tax............ 111
PTE 83-1............................... 117
Purchase Price......................... 28
Rating Agency.......................... 59
RCRA................................... 82
Record Date............................ 30
Reference Banks........................ 39
Registration Statement................. 8
Regular Certificateholders............. 96
Regular Certificates................... 94
Relief Act............................. 83
Relevant Depositary.................... 44
REMIC.................................. 30
REMIC Certificates..................... 94
Reserve Fund........................... 52
Reserve Interest Rate.................. 39
Residual Certificateholder............. 105
Residual Certificates.................. 94
Retained Interest...................... 29
Securities Act......................... 8
S&P.................................... 119
Scheduled Principal Class.............. 36
Seller................................. 9
Senior Certificateholders.............. 48
Senior Certificates.................... 48
Sequential Pay......................... 36
single class REMIC..................... 104
Single Family Certificates............. 118
SMMEA.................................. 121
Special Hazard Insurance Policy........ 51
Special Hazard Insurer................. 51
Strip.................................. 37
Stripped Bond Certificates............. 89
Stripped Coupon Certificates........... 89
Subordinated Certificateholders........ 48
Subordinated Certificates.............. 48
Sub-Servicer........................... 12
Subsidiary REMIC....................... 95
Super-Premium Certificates............. 97
Support Class.......................... 37
Targeted Principal Class............... 37
Title V................................ 83
Treasury Index......................... 42
Trust Fund............................. 9
Trustee................................ 12
UCC.................................... 78
</TABLE>
130
<PAGE> 211
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Underwriter Exemptions................. 119
U.S. Person............................ 93
VA..................................... 13
VA Guaranty............................ 67
VA Loans............................... 13
Variable Rate.......................... 37
Voting Rights.......................... 71
</TABLE>
131
<PAGE> 212
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
MELLON RESIDENTIAL
FUNDING CORPORATION
DEPOSITOR
THE BOSTON COMPANY
BOSTON SAFE DEPOSIT AND TRUST COMPANY
SELLER AND MASTER SERVICER
$474,776,100
(APPROXIMATE)
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-TBC3
---------------------------------------
PROSPECTUS SUPPLEMENT
---------------------------------------
GREENWICH CAPITAL LOGO MELLON FINANCIAL MARKETS, LLC
(UNDERWRITERS)
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not authorized anyone to provide you with different information.
We are not offering the Series 2000-TBC3 Mortgage Pass-Through Certificates
in any state where the offer is not permitted.
Dealers will deliver a prospectus supplement and prospectus when acting as
underwriters of the Series 2000-TBC3 Mortgage Pass-Through Certificates and with
respect to their unsold allotments or subscriptions. In addition, all dealers
selling the Series 2000-TBC3 Mortgage Pass-Through Certificates will be required
to deliver a prospectus supplement and prospectus until November 8, 2000.
AUGUST 10, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
