<PAGE>
<PAGE>
This filing is made under Registration Statement No. 333-57027 pursuant to
rule 424(b)(5).
[Logo]
April 26, 1999 Prospectus Supplement to September 18, 1998 Prospectus
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
$245,778,221 SERIES 1999-3 MULTI-CLASS MORTGAGE
PASS-THROUGH CERTIFICATES
ONE POOL OF CONVENTIONAL, FIXED-RATE FIRST LIEN RESIDENTIAL MORTGAGE LOANS.
INTEREST, PRINCIPAL, OR BOTH WILL BE PAYABLE MONTHLY, BEGINNING MAY 25, 1999.
PROSPECTIVE INVESTORS SHOULD READ 'RISK FACTORS' STARTING ON PAGE S-8 OF
THIS PROSPECTUS SUPPLEMENT BEFORE PURCHASING ANY OF THE OFFERED
CERTIFICATES.
The offered certificates will represent ownership interests in the Series
1999-3 trust only. They will not represent ownership interests in or
obligations of ABN AMRO Mortgage Corporation or any of its affiliates.
This prospectus supplement may be used to offer and sell the offered
certificates only if accompanied by the prospectus.
A certificate is not a deposit and neither the certificates nor the
underlying mortgage loans are insured or guaranteed by any governmental
agency or instrumentality.
Lehman Brothers Inc. and ABN AMRO Incorporated
are acting as underwriters for the issuance of
the Series 1999-3 Multi-Class Mortgage
Pass-Through Certificates. The underwriters are
seeking investors in certain classes of the
certificates, representing interests in a pool
of conventional, fixed-rate first lien
residential mortgage loans. The certificates
consist of 15 classes of certificates offered by
this prospectus supplement and 3 classes of
certificates not offered by this prospectus
supplement.
The table on page ii identifies the certificates
and their characteristics. The certificates will
not be listed on any exchange.
The sale of the offered certificates will be at
varying prices to be determined at the time of
sale. From the sale of the offered certificates,
ABN AMRO Mortgage Corporation will receive
approximately 99.43% of their principal amount,
plus accrued interest, less expenses. The
underwriters expect to realize a larger amount
from the sale of the offered certificates than
it will pay to ABN AMRO Mortgage Corporation for
their purchase. The difference between the sale
price and purchase price will constitute
underwriting discounts and commissions. ABN AMRO
Mortgage Corporation will indemnify the
underwriters against certain liabilities.
The underwriters' offer of these certificates is
described in the 'Method of Distribution'
section of this prospectus supplement. On or
about April 28, 1999, the underwriters will
deliver the offered certificates (other than the
Class R certificate which will be a physical
certificate) in book-entry form through the
Depository Trust Company.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THE OFFERED
CERTIFICATES OR DETERMINED THAT THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IS
ACCURATE OR COMPLETE. ANY CONTRARY REPRESENTATION IS A CRIMINAL OFFENSE.
------------------------------
LEHMAN BROTHERS ABN AMRO INCORPORATED
April 26, 1999
<PAGE>
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
SUMMARY........................................... S-1
Offered Certificates......................... S-1
Residual Class............................... S-2
Components................................... S-2
Book-Entry Registration...................... S-2
The Mortgage Pool............................ S-2
Subordination and Allocation of Losses....... S-3
Credit Enhancement........................... S-3
Optional Termination......................... S-3
Federal Income Tax Treatment................. S-3
Legal Investment............................. S-3
ERISA Considerations......................... S-3
Available Distribution Amount................ S-4
Amounts Allocated to Interest................ S-4
Interest Only Components..................... S-4
Principal Only Certificate and Component..... S-5
Accrual and Accretion Directed Certificates
and Component.............................. S-5
PAC Certificates and Components.............. S-5
TAC Certificates and Component............... S-5
Retail Lottery Certificate................... S-5
Allocation of Principal Cash Flows........... S-5
RISK FACTORS...................................... S-8
Prepayments on the mortgage loans may affect
the yield on your certificates............. S-8
Losses and delinquent payments on the
mortgage loans may affect the return on
your certificate........................... S-9
Investors in the Class A-9 Certificates may
not receive distributions in the amounts or
at the times that they expect.............. S-10
The Subordinate certificates are especially
sensitive to losses on the mortgage
loans...................................... S-10
It may not be possible to find an investor to
purchase your certificates................. S-10
The concentration of mortgage loans with
certain characteristics may change over
time, which may affect the timing and
amount of payments on your certificates.... S-11
Payments from the mortgage loans are the sole
source of payments on your certificates.... S-11
The return on your certificates may be
particularly sensitive to changes in the
real estate markets in certain geographical
areas...................................... S-11
THE TRUST......................................... S-12
DESCRIPTION OF THE MORTGAGE POOL.................. S-12
Additional Information....................... S-14
Delinquency and Foreclosure Experience of the
Seller..................................... S-14
STANDARD FEDERAL BANK FSB......................... S-14
DESCRIPTION OF THE CERTIFICATES................... S-15
General...................................... S-15
Book-Entry Registration...................... S-16
Definitive Certificates...................... S-17
Transfer Restrictions........................ S-18
Available Distribution Amount................ S-18
Advances..................................... S-19
Definitions Relating to the Priority of
Distributions.............................. S-19
Priority of Distributions.................... S-23
Distributions to Class A-9
Certificateholders......................... S-26
Subordination and Allocation of Losses....... S-29
The Class R Certificate...................... S-32
Last Scheduled Distribution Date............. S-32
Optional Termination......................... S-32
SERVICING......................................... S-33
Servicing Compensation and Payment of
Expenses................................... S-33
Special Servicing Agreements................. S-34
PREPAYMENT AND YIELD CONSIDERATIONS............... S-35
General...................................... S-35
Principal Prepayments and Compensating
Interest................................... S-35
The Subordinate Certificates................. S-35
Rate of Payments............................. S-36
Special Sensitivities........................ S-36
Prepayment Speed Assumption and Modeling
Assumptions................................ S-37
Yield Considerations of the Interest Only
Components and Principal Only Certificate
and Component.............................. S-38
Additional Yield Considerations Applicable
Solely to the Class R Certificate.......... S-40
Additional Information....................... S-40
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS UNDER
CALIFORNIA LAW.................................. S-40
CERTAIN FEDERAL INCOME TAX CONSEQUENCES........... S-41
New Withholding Regulations.................. S-42
Special Tax Considerations Applicable to the
Residual Certificate....................... S-42
YEAR 2000 PROJECT................................. S-43
State of Readiness........................... S-43
Risks........................................ S-44
CERTAIN LEGAL INVESTMENT ASPECTS.................. S-45
ERISA CONSIDERATIONS.............................. S-46
Underwriter's PTE............................ S-46
Restrictions on the Class A-10 Certificates,
Senior Subordinate Certificates and
Residual Certificate....................... S-47
METHOD OF DISTRIBUTION............................ S-48
LEGAL MATTERS..................................... S-48
CERTIFICATE RATINGS............................... S-48
INDEX OF SIGNIFICANT DEFINITIONS.................. S-50
APPENDIX A -- Planned Principal Balance Table..... A-1
APPENDIX B -- Targeted Principal Balance Table.... B-1
APPENDIX C -- Declining Balance Tables............ C-1
APPENDIX D -- Loan Information.................... D-1
</TABLE>
<PAGE>
<PAGE>
------------------------
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS
We describe the offered certificates in two separate documents that
progressively provide more detail: (a) the accompanying prospectus, which
provides general information, some of which may not apply to this series of
certificates; and (b) this prospectus supplement, which describes the specific
terms of this series of securities and may be different from the information in
the prospectus.
IF THE DESCRIPTION OF THE TERMS OF THE CERTIFICATES VARIES BETWEEN THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS, YOU SHOULD RELY ON THE INFORMATION IN
THIS PROSPECTUS SUPPLEMENT.
We include cross-references in this prospectus supplement and in the
accompanying prospectus to captions in these materials where you can find
further related discussions. The preceding Table of Contents and the Table of
Contents included in the accompanying prospectus provide the pages on which
these captions are located.
You can find a listing of the pages where capitalized terms used in this
prospectus supplement are defined under the caption 'Index of Significant
Definitions' in this prospectus supplement and in the accompanying prospectus.
------------------------
i
<PAGE>
<PAGE>
THE SERIES 1999-3 MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATES
<TABLE>
<CAPTION>
ORIGINAL
PRINCIPAL OR
NOTIONAL PRINCIPAL INTEREST
CLASS AMOUNT(1) TYPE(2) RATE
<S> <C> <C> <C>
OFFERED CERTIFICATES:
- ----------------------------------------------------------------------------------------
A-1 $ 54,559,000 Senior/PAC 6.25%
- ----------------------------------------------------------------------------------------
A-2 48,235,000 Senior/PAC 6.30%
- ----------------------------------------------------------------------------------------
A-3 4,950,000 Senior/PAC 6.50%
- ----------------------------------------------------------------------------------------
A-4 40,500,000 Senior/TAC/Accretion 6.40%
Directed
- ----------------------------------------------------------------------------------------
A-5: 38,512,121 Component/Super (6)
Senior(5)
- ----------------------------------------------------------------------------------------
A-5-1 7,440,407 Senior/PAC/Notional 6.75%
- ----------------------------------------------------------------------------------------
A-5-2 3,881,392 Senior/TAC/Notional 6.75%
- ----------------------------------------------------------------------------------------
A-5-3 34,354,000 Senior/TAC/Accrual/ 6.75%
Accretion Directed
- ----------------------------------------------------------------------------------------
A-5-4 4,158,121 Senior/PO 0.00%
- ----------------------------------------------------------------------------------------
A-5-5 4,168,920 Senior/Notional 6.75%
- ----------------------------------------------------------------------------------------
A-6 5,420,000 Senior/Accrual/Accretion 6.75%
Directed
- ----------------------------------------------------------------------------------------
A-7 464,000 Senior/Accretion 0.00%
Directed/PO
- ----------------------------------------------------------------------------------------
A-8 9,528,000 Senior/Accretion Directed 7.00%
- ----------------------------------------------------------------------------------------
A-9 3,000,000 Senior/Accretion 7.00%
Directed/Retail Lottery
- ----------------------------------------------------------------------------------------
A-10 2,000,000 Senior/Senior Support(5) 6.75%
- ----------------------------------------------------------------------------------------
A-11 30,061,000 Senior/TAC/Accretion 6.35%
Directed
- ----------------------------------------------------------------------------------------
M 5,574,000 Senior Subordinate 6.75%
- ----------------------------------------------------------------------------------------
B-1 1,983,000 Senior Subordinate 6.75%
- ----------------------------------------------------------------------------------------
B-2 992,000 Senior Subordinate 6.75%
- ----------------------------------------------------------------------------------------
R 100 Senior/Residual 6.75%
- ----------------------------------------------------------------------------------------
TOTAL OFFERED:(7) 245,778,221
- ----------------------------------------------------------------------------------------
NON-OFFERED CERTIFICATES:
- ----------------------------------------------------------------------------------------
B-3 867,000 Junior Subordinate 6.75%
- ----------------------------------------------------------------------------------------
B-4 496,000 Junior Subordinate 6.75%
- ----------------------------------------------------------------------------------------
B-5 619,570 Junior Subordinate 6.75%
- ----------------------------------------------------------------------------------------
TOTAL NON-OFFERED:(8) 1,982,570
- ----------------------------------------------------------------------------------------
TOTAL:(7) 247,760,791
- ----------------------------------------------------------------------------------------
<CAPTION>
LAST
STANDARD & SCHEDULED
INTEREST POOR'S FITCH DISTRIBUTION
CLASS TYPE(2) RATING(3) RATING(3) DATE(4)
<S> <C> <C> <C> <C>
OFFERED CERTIFICATES:
- ------------------------------
A-1 Fixed AAA AAA 5/25/2029
- ------------------------------
A-2 Fixed AAA AAA 5/25/2029
- ------------------------------
A-3 Fixed AAA AAA 5/25/2029
- ------------------------------
A-4 Fixed AAA AAA 5/25/2029
- ------------------------------
A-5: Component AAAr AAA 5/25/2029
- ------------------------------
A-5-1 Fixed/IO -- -- 5/25/2029
- ------------------------------
A-5-2 Fixed/IO -- -- 5/25/2029
- ------------------------------
A-5-3 Fixed -- -- 5/25/2029
- ------------------------------
A-5-4 PO -- -- 5/25/2029
- ------------------------------
A-5-5 Fixed/IO -- -- 5/25/2029
- ------------------------------
A-6 Fixed AAA AAA 5/25/2029
- ------------------------------
A-7 PO AAAr AAA 5/25/2029
- ------------------------------
A-8 Fixed AAA AAA 5/25/2029
- ------------------------------
A-9 Fixed AAA AAA 5/25/2029
- ------------------------------
A-10 Fixed AAA AAA 5/25/2029
- ------------------------------
A-11 Fixed AAA AAA 5/25/2029
- ------------------------------
M Fixed -- AA 5/25/2029
- ------------------------------
B-1 Fixed -- A 5/25/2029
- ------------------------------
B-2 Fixed -- BBB 5/25/2029
- ------------------------------
R Fixed AAA AAA 5/25/2029
- ------------------------------
TOTAL OFFERED:(7)
- ------------------------------
NON-OFFERED CERTIFICATES:
- ------------------------------
B-3 Fixed -- BB 5/25/2029
- ------------------------------
B-4 Fixed -- B 5/25/2029
- ------------------------------
B-5 Fixed -- -- 5/25/2029
- ------------------------------
TOTAL NON-OFFERED:(8)
- ------------------------------
TOTAL:(7)
- ------------------------------
</TABLE>
(1) These amounts are approximate. They are subject to an upward or downward
adjustment of no more than 5%, depending on the total principal amount of
the mortgage loans delivered at closing. Amount is 'notional' if so
indicated under principal type.
(2) See page S-5 and S-6 in this prospectus supplement for a more complete
description of the principal types and interest types.
(3) See 'Certificate Ratings' in this prospectus supplement.
(4) The actual final payment to any class of certificates could be significantly
earlier.
(5) All losses otherwise allocable to the Class A-5 certificates will be
allocated to the Class A-10 certificates until the principal balance of the
Class A-10 certificates is reduced to zero.
(6) The Class A-5 certificates will be composed of five components having the
characteristics described in the table above.
(7) Excludes notional balances.
(8) The information presented for the non-offered certificates is provided
solely to assist the reader's understanding of the offered certificates.
ii
<PAGE>
<PAGE>
SUMMARY
This summary highlights selected information from this document and does
not contain all of the information that you need to consider in making your
investment decision. To understand the terms of the certificates, carefully read
this entire document and the accompanying prospectus.
<TABLE>
<S> <C>
TITLE OF Multi-Class Mortgage Pass- Through
SERIES: Certificates Series 1999-3
DEPOSITOR: ABN AMRO Mortgage Corporation
181 West Madison Street
Chicago, Illinois 60602
(248) 643-9600
SELLER: Standard Federal Bank, FSB
SERVICER: LaSalle Home Mortgage Corporation
TRUSTEE: Chase Bank of Texas, National
Association
DISTRIBUTION The 25th day of each month, beginning
DATES: in May, 1999. If the 25th day is not
a business day, then the distribution
date will be the next business day.
CUT-OFF DATE: April 1, 1999
CLOSING DATE: On or about April 28, 1999
UNDERWRITERS: Lehman Brothers Inc.
ABN AMRO Incorporated
</TABLE>
OFFERED CERTIFICATES
The Trustee will issue the certificates under a Pooling and Servicing
Agreement dated as of the Cut-Off Date among ABN AMRO Mortgage Corporation, as
depositor, Chase Bank of Texas, National Association, as trustee, and LaSalle
Home Mortgage Corporation, as servicer.
The certificates will represent all of the beneficial ownership interest in
a trust. ABN AMRO Mortgage Corporation will deposit the mortgage loans composing
the pool of mortgage loans into the trust.
Sometimes we refer to the certificates by their principal or interest
types. Since some classes have the characteristics of more than one category,
they appear more than once in the categories presented in the chart at the
right.
<TABLE>
CERTIFICATE TYPES
<S> <C>
Class A Certificates: A-1, A-2, A-3, A-4, A-5,
A-6, A-7, A-8, A-9, A-10
and A-11
Subordinate Certificates: M, B-1, B-2, B-3, B-4 and
B-5
Senior Subordinate M, B-1 and B-2
Certificates:
Junior Subordinate B-3, B-4 and B-5
Certificates:
Residual Certificate: R
Senior Certificates: A and R
Book-Entry Certificates: A and Senior Subordinate
PAC Certificates: A-1, A-2 and A-3
TAC Certificates: A-4 and A-11
Accrual Certificate: A-6
Accretion Directed A-4, A-6, A-7, A-8, A-9
Certificates: and A-11
Principal Only A-7
Certificate:
</TABLE>
S-1
<PAGE>
<PAGE>
RESIDUAL CLASS
The Class R certificate, having a principal amount of $100 and an interest
rate of 6.75%, will consist of:
Component R-1, representing the residual interest in REMIC I.
Component R-2, representing the residual interest in REMIC II.
COMPONENTS
The Class A-5 certificates will be composed of five components having a
specified component principal balance or component notional amount which
functions in a similar manner to that of a class principal balance or class
notional amount. Holders of the Class A-5 certificates may not transfer these
components separately.
Sometimes we refer to the components by their principal or interest types.
Since some components have the characteristics of more than one category, they
appear more than once in the categories presented in the chart at the right.
<TABLE>
COMPONENT TYPES
<S> <C>
Senior Components: A-5-1, A-5-2, A-5-3,
A-5-4 and A-5-5
PAC Component: A-5-1
TAC Components: A-5-2 and A-5-3
Interest Only Components: A-5-1, A-5-2 and
A-5-5
Principal Only Component: A-5-4
Accrual Component: A-5-3
Accretion Directed A-5-3
Component:
</TABLE>
BOOK-ENTRY REGISTRATION
The offered certificates (other than the Class R certificate) will be
available only in book-entry form through the facilities of the Depository Trust
Company, except under limited circumstances. See 'Description of the
Certificates -- Book-Entry Registration'.
THE MORTGAGE POOL
The mortgage pool will consist of conventional fixed rate residential
mortgage loans secured by first liens on one- to four-family residential
properties having original terms to stated maturity of no more than 30 years.
ABN AMRO Mortgage Corporation expects the mortgage loans to have the following
characteristics:
SELECTED MORTGAGE POOL DATA AS OF APRIL 1, 1999
<TABLE>
<CAPTION>
RANGE OR TOTAL WEIGHTED AVERAGE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Number of Mortgage Loans 713 --
- ----------------------------------------------------------------------------------------------------------
Aggregate Unpaid Principal Balance $247,760,792 --
- ----------------------------------------------------------------------------------------------------------
Unpaid Principal Balance $213,109 -- $997,465 $347,491(1)
- ----------------------------------------------------------------------------------------------------------
Interest Rates 6.375% -- 8.000% 7.000%
- ----------------------------------------------------------------------------------------------------------
Remaining Terms to Stated Maturity 297 -- 360 358
- ----------------------------------------------------------------------------------------------------------
Loan Age 0 -- 10 2
- ----------------------------------------------------------------------------------------------------------
Original Loan-to-Value Ratio 30.67% -95.00% 74.66%
- ----------------------------------------------------------------------------------------------------------
FICO Scores 551 -- 809 733
- ----------------------------------------------------------------------------------------------------------
Geographic Concentration of Mortgaged Properties in Excess of 48.08% CA --
5% of the Aggregate Unpaid Principal Balance 5.17% TX
- ----------------------------------------------------------------------------------------------------------
Maximum Five-Digit Zip Code Concentration 1.24% --
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Average
Before the issuance of the certificates, mortgage loans may be added or
removed from the mortgage pool. New mortgage loans may also be substituted for
certain mortgage loans in the mortgage pool. This may result in changes in the
mortgage pool characteristics shown above and could affect the weighted average
lives and yields of the certificates.
S-2
<PAGE>
SUBORDINATION AND ALLOCATION OF LOSSES
The certificates shown in the second column in the table below will be
subordinated in their right to receive interest and principal payments. They
will bear all realized losses on the mortgage loans before the certificates
shown in the first column, with limited exceptions for certain types of losses.
The support provided by the certificates shown in the second column is intended
to enhance the likelihood that the certificates shown in the first column will
receive expected monthly payments of interest and principal.
<TABLE>
<CAPTION>
INITIAL SUPPORT
CLASS(ES) CREDIT SUPPORT PERCENTAGE(1)
- ----------------------------------------------------------
<S> <C> <C>
SENIOR(2) Senior Subordinate and 4.25%
Junior Subordinate
- ----------------------------------------------------------
M B-1, B-2 and Junior 2.00%
Subordinate
- ----------------------------------------------------------
B-1 B-2 and Junior 1.20%
Subordinate
- ----------------------------------------------------------
B-2 Junior Subordinate 0.80%
- ----------------------------------------------------------
</TABLE>
(1) IN EACH ROW, THE INITIAL BALANCE OF THE CERTIFICATES LISTED UNDER 'CREDIT
SUPPORT,' AS A PERCENTAGE OF THE MORTGAGE POOL BALANCE AS OF THE CUT-OFF
DATE.
(2) ALL REALIZED LOSSES OTHERWISE ALLOCABLE TO THE CLASS A-5 CERTIFICATES WILL
BE ALLOCATED TO THE CLASS A-10 CERTIFICATES UNTIL THE PRINCIPAL BALANCE OF
THE CLASS A-10 CERTIFICATES IS REDUCED TO ZERO.
CREDIT ENHANCEMENT
The Trustee will allocate mortgage loan prepayments among the classes of
certificates in a manner that will enhance the likelihood that investors in the
Senior certificates will be paid in full the amount of principal to which they
are entitled. During the first five years, the Trustee will generally allocate
all of the principal prepayments to the Senior certificates. Then, over the
following four years, the allocation of principal payments to the Senior
certificates will decrease as the Trustee begins to allocate an increasingly
larger portion of principal prepayments to the Subordinate certificates, until
the May 2008 distribution date when the Trustee will allocate principal
prepayments proportionately between the Senior and Subordinate certificates if
certain tests are met.
OPTIONAL TERMINATION
If the total outstanding principal balance of all the mortgage loans on any
distribution date is less than 10% of their total principal balance as of the
Cut-Off Date, the Depositor may repurchase the mortgage loans, but is not
required to. If the Depositor does repurchase the mortgage loans, the
outstanding principal balance of the certificates will be paid in full together
with accrued interest.
FEDERAL INCOME TAX TREATMENT
The offered certificates, other than the Class R certificate, will
represent ownership of REMIC regular interests. For federal income tax purposes,
these offered certificates will be treated as ownership of debt.
Certificateholders must include in income all interest and any original issue
discount on such offered certificates in accordance with the accrual method of
accounting, even if the certificateholder is otherwise a cash method taxpayer.
Certain classes of offered certificates will be treated as having been
issued with original issue discount; certain other classes of offered
certificates may be so treated. The prepayment assumption that will be used in
determining the rate of accrual of original issue discount and
market discount or premium (if any) for federal income tax purposes is 250% PSA.
No representation is made that the mortgage loans will prepay at any given
percentage of PSA.
The Class R certificate will likely constitute 'non-economic' residual
interests under the REMIC rules. The taxation of the Class R certificate is very
complex and may entail significant adverse tax consequences. Also, transfers of
the Class R certificate are restricted. See 'Certain Federal Income Tax
Consequences' in this prospectus supplement and the prospectus.
LEGAL INVESTMENT
At the time of their issuance, the offered certificates (except the Class
B-1 and Class B-2 certificates) will constitute 'mortgage-related securities'
for purposes of the Secondary Mortgage Market Enhancement Act of 1984. Investors
should consult their own legal advisors in determining the extent to which the
offered certificates constitute legal investments for them. See 'Certain Legal
Investment Aspects'.
ERISA CONSIDERATIONS
Sales of the Class A-10, Class M, Class B-1, Class B-2 certificates and the
Class R certificate to retirement plans subject to ERISA are prohibited, except
as may be permitted under an
S-3
<PAGE>
<PAGE>
exemption available to insurance companies using general accounts. See 'ERISA
Considerations'. Any investor in the Class A-10, Class M, Class B-1 or Class
B-2 certificates will be deemed to represent that it complies with these
restrictions.
In general, the Class A certificates (other than the Class A-10
certificates) will be eligible for purchase by retirement plans subject to
ERISA. Investors should consult with their counsel with respect to the
consequences under ERISA and the Internal Revenue Code of the plan's acquisition
and ownership of the certificates.
AVAILABLE DISTRIBUTION AMOUNT
On any distribution date, interest and principal distributions will
generally be made only up to the 'AVAILABLE DISTRIBUTION AMOUNT' calculated for
that distribution date which generally includes the following amounts net of
servicing fees:
amounts received on the mortgage loans for scheduled principal and
interest payments due on the first day of the month (including advances
received from the Servicer)
full and partial prepayments received on the mortgage loans in the
preceding calendar month (including compensating interest received from
the Servicer)
any other unscheduled amounts received in respect of the mortgage loans,
including liquidation proceeds, in the preceding calendar month
AMOUNTS ALLOCATED TO INTEREST
On each distribution date, for each class of certificates (or components of
the Class A-5 certificates), interest will accrue in an amount determined by the
following formula:
<TABLE>
<S> <C> <C> <C> <C>
1/12th of the related the pro rata share
the principal allocated to such
applicable or notional class (or component)
interest x balance for - of any interest
rate for each class shortfalls not
each class (or covered by
(or component) compensating interest
component) and certain losses
attributable to
interest
</TABLE>
Interest to be distributed on the certificates of each class will include
accrued but unpaid interest from prior distribution dates (together with
interest thereon at the applicable rate), but only up to the Available
Distribution Amount. The Senior certificates' claim to interest payments will
take priority over the Subordinate certificates' claim to both interest and
principal payments. The claim to interest payments of each class of Subordinate
certificates will take priority over the claim to both interest and principal
payments of any class which is subordinated to it.
INTEREST ONLY COMPONENTS
Components A-5-1, A-5-2 and A-5-5 of the Class A-5 certificates are
'INTEREST ONLY' components. This means that the Trustee will not distribute
principal to these components. The Trustee will distribute interest to these
components based upon the related notional amount.
On each distribution date, the Component A-5-1 notional amount will be
equal to the sum of:
2/27ths of the certificate principal balance of the Class A-1 certificates
+
1/15th of the certificate principal balance of the Class A-2 certificates
+
1/27th of the certificate principal balance of the Class A-3 certificates
On each distribution date, the Component A-5-2 notional amount will be
equal to the sum of:
7/135ths of the certificate principal balance of the Class A-4 certificates
+
8/135ths of the certificate principal balance of the Class A-11
certificates
On each distribution date, the Component A-5-5 notional amount will be
equal to the total principal balance of the mortgage loans having interest
rates, after deducting the servicer's fee of 0.25% ('PASS-THROUGH RATES'),
greater than 6.75% multiplied by the following fraction:
Weighted Average
Pass-Through Rate
for all such mortgage loans minus 6.75%
---------------------------------------
6.75%
S-4
<PAGE>
<PAGE>
PRINCIPAL ONLY CERTIFICATE AND COMPONENT
The Class A-7 certificate is a 'PRINCIPAL ONLY' certificate and component
A-5-4 of the Class A-5 certificates is a 'PRINCIPAL ONLY' component. This means
that the Trustee will not distribute interest to investors in this class or
component.
The Trustee will distribute principal to investors in the Class A-5
certificates, to the extent of Component A-5-4, a fixed portion of the principal
payments received in respect of mortgage loans having Pass-Through Rates less
than 6.75%. That portion is determined based on the following fraction as to
each such mortgage loan:
6.75% minus the
Pass-Through Rate on such mortgage loan
----------------------------------------
6.75%
ACCRUAL AND ACCRETION DIRECTED CERTIFICATES AND COMPONENT
The Class A-6 certificate is an 'ACCRUAL' certificate and Component A-5-3
of the Class A-5 certificates is an 'ACCRUAL' component. Interest accrued on
this class and component will be added to their principal balances rather than
distributed to the holders of such certificates on each distribution date except
as described below.
The Class A-4, A-6, A-7, A-8, A-9 and A-11 certificates are 'ACCRETION
DIRECTED' certificates and Component A-5-3 of the Class A-5 certificates is an
'ACCRETION DIRECTED' component. Each of these certificates and component will
receive distributions of principal payable from the amounts of interest not paid
to the Accrual certificate and component.
After certain certificates are retired, or the principal amount of the
Subordinate certificates is reduced to zero, interest accrued on the Accrual
certificate or component will be distributed on each distribution date as
interest to this certificate and component (to the extent available) rather than
added to their principal balances.
PAC CERTIFICATES AND COMPONENTS
The Class A-1, A-2 and A-3 certificates are planned amortization classes or
'PAC' certificates and Component A-5-1 of the Class A-5 certificates is a
planned amortization component or 'PAC' component. If funds are available, the
Trustee will distribute principal to the holders of these certificates (other
than Component A-5-1 of the Class A-5 certificates) up to an amount which will
reduce each certificate principal balance to a planned amount. The schedule of
planned principal balances for these certificates for each distribution date are
shown in Appendix A.
TAC CERTIFICATES AND COMPONENT
The Class A-4 and A-11 certificates are targeted amortization classes or
'TAC' certificates and Components A-5-2 and A-5-3 of the Class A-5 certificates
are targeted amortization components or 'TAC' components. If funds are
available, the Trustee will distribute principal to the holders of these
certificates (other than Component A-5-2 of the Class A-5 certificates) in
accordance with their schedules up to an amount which will reduce each
certificate or component principal balance to a targeted amount. The schedules
of targeted principal balances for these certificates and Component A-5-3 of
the Class A-5 certificates for each distribution date are shown in Appendix B.
RETAIL LOTTERY CERTIFICATE
The Class A-9 certificate is a 'RETAIL LOTTERY' certificate. If funds are
available, the Trustee will distribute principal to holders of this certificate
based upon holders' requests for distributions. Requests for distributions by
deceased holders will generally take priority over requests for distributions by
living holders. If there are still funds available to distribute on the Class
A-9 certificates after all distribution requests have been honored, the Trustee
will distribute the remaining available amount randomly among the holders of the
Class A-9 certificates.
ALLOCATION OF PRINCIPAL CASH FLOWS
On each distribution date, the Trustee will distribute from the Available
Distribution Amount interest and principal to investors until the principal
balance of each certificate or component has been reduced to zero. Only certain
classes and components are due principal and/or interest on each distribution
date as described in this prospectus supplement. The calculation of the amount
of interest and principal that the Trustee will distribute is very complex. The
following two charts summarize the flow of payments.
S-5
<PAGE>
<PAGE>
PRIORITY OF DISTRIBUTIONS PROVIDED THAT THE PRINCIPAL BALANCES OF THE
SUBORDINATE CERTIFICATES HAVE NOT BEEN REDUCED TO ZERO
<TABLE>
<C> <S> <C>
A fixed fraction of the principal received on each mortgage loan which has
Component A-5-4 a Pass-Through Rate lower than 6.75%.
Senior Certificates and Unpaid and accrued interest pro rata based upon the amount of interest due
Components each class or component, minus interest not then payable on the Accrual
certificate or components.
A percentage of the total principal received on each mortgage loan (other
than a fixed fraction allocated to Component A-5-4) related to the ratio of
the total outstanding principal balance of the Senior certificates or
Senior (but not components to all the certificates or components (except Component A-5-4)
Component A-5-4) and interest not then payable on the Accrual certificate or component,
Certificates and which may include, for a certain period of time, a disproportionately high
Components percentage of principal prepayments received in respect of the mortgage
loans, allocated among the Senior certificates or components as described
in this prospectus supplement.
An amount equal to unreimbursed losses, if any, previously allocated to
Component A-5-4 Component A-5-4 for each mortgage loan which has a Pass-Through Rate lower
than 6.75%.
Interest and then a percentage of the total principal received on the
mortgage loans (other than a fixed fraction allocated to Component A-5-4)
related to the ratio of the total outstanding principal balance of the
Subordinate Subordinate certificates to all the certificates (except Component A-5-4),
Certificates which may include a disproportionately small allocation of prepayments on
the mortgage loans for a certain period of time, to be distributed as
follows:
Class M accrued and unpaid interest, then principal
Class B-1 accrued and unpaid interest, then principal
Class B-2 accrued and unpaid interest, then principal
Class B-3 accrued and unpaid interest, then principal
Class B-4 accrued and unpaid interest, then principal
Class B-5 accrued and unpaid interest, then principal
To each class of Subordinate certificates in the order of
seniority, the amount of unreimbursed losses previously
allocated to each class.
The remainder of the Available Distribution Amount, which is expected to be
Class R Certificates zero.
</TABLE>
S-6
<PAGE>
<PAGE>
PRIORITY OF DISTRIBUTIONS IN THE EVENT THAT THE PRINCIPAL BALANCES OF THE
SUBORDINATE CERTIFICATES HAVE BEEN REDUCED TO ZERO
<TABLE>
<C> <S> <C>
A fixed fraction of the principal received on each mortgage loan which has
Component A-5-4 a Pass-Through Rate lower than 6.75%.
Senior Certificates and Unpaid and accrued interest pro rata based upon the amount of interest due
Components each class or component.
Senior (but not The total principal received (other than the fixed fraction allocated to
Component A-5-4) Component A-5-4) pro rata to each class or component.
Certificates and
Components
Senior Certificates and The amount of unreimbursed losses previously allocated to each class, pro
Components rata to each class or component.
The remainder of the Available Distribution Amount, which is expected to be
Class R Certificates zero.
</TABLE>
S-7
<PAGE>
<PAGE>
RISK FACTORS
The offered certificates are not suitable investments for all investors. In
particular, no investor should purchase certificates of any class unless the
investor understands and is able to bear the prepayment, credit, liquidity, and
market risks associated with that class. Holders of the Class A-5 certificates
may not transfer the components of this class separately.
The certificates are complex securities. Each investor should possess,
either alone or together with an investment advisor, the expertise necessary to
evaluate the information contained in this prospectus supplement and the
prospectus in the context of that investor's financial situation.
The yield of each class will depend upon the price you paid for your
certificates and the rate of principal payments on the mortgage loans (including
prepayments, defaults and liquidations) as well as the actual characteristics of
the mortgage loans. The mortgage loans may be prepaid at any time without
penalty. Mortgage prepayment rates are likely to fluctuate significantly from
time to time. Investors should consider the associated risks, including the
following:
<TABLE>
<S> <C>
PREPAYMENTS ON THE MORTGAGE LOANS MAY AFFECT If the mortgage loans are prepaid at a fast rate, this may
THE YIELD ON YOUR CERTIFICATES. reduce the yields of any classes of certificates purchased
at a premium over their principal amounts.
If the mortgage loans which have Pass-Through Rates higher
than 6.75% are prepaid at a fast rate, this may reduce the
yield of the Class A-5 certificates to the extent of
Component A-5-5.
If the mortgage loans which have Pass-Through Rates lower
than 6.75% are prepaid at a slow rate, this may reduce the
yield of the Class A-5 certificates to the extent of
Component A-5-4.
Under some prepayment scenarios, investors in the Interest
Only components could fail to fully recover their initial
investments.
The Accrual certificate and component will be especially
sensitive to the rate of payment of principal (including
prepayments, defaults and liquidations) on the mortgage
loans.
The Accretion Directed certificates and component may
amortize more quickly because the Trustee will distribute
interest accrued on the Accrual certificate and component
as principal to the Accretion Directed certificates and
component that would otherwise be payable as interest to
the Accrual certificate and component for a period of time.
Any time your principal is repaid to you at a time when you
did not expect to receive it, you may not be able to
reinvest your funds at the same or a higher rate of return
than the interest rate on your certificates.
If the actual characteristics and behavior of the mortgage
loans differ from what you assumed, it can have a
significant effect on the weighted average lives and yields
of the related classes.
</TABLE>
S-8
<PAGE>
<PAGE>
<TABLE>
<S> <C>
The rate of principal payments on pools of mortgage loans
varies among pools and from time to time is influenced by a
variety of economic, demographic, geographic, social, tax,
legal and other factors, including prevailing mortgage
market interest rates and the particular terms of the
mortgage loans. There is no guarantee as to the actual rate
of prepayment on the mortgage loans, or that the rate of
prepayment will conform to any model described in this
prospectus supplement or in the prospectus. See 'Prepayment
and Yield Considerations' in the prospectus and this
prospectus supplement.
LOSSES AND DELINQUENT PAYMENTS ON THE If, as a result of losses on liquidated mortgage loans, the
MORTGAGE LOANS MAY AFFECT THE RETURN ON YOUR principal amount of the Junior Subordinate certificates is
CERTIFICATE. reduced to zero, the yield on each class of the Senior
Subordinate certificates will be extremely sensitive to
losses on the mortgage loans. If, as a result of losses,
the principal amount of the Senior Subordinate certificates
is reduced to zero, the yield on each class of the Senior
certificates (especially the Class A-10 certificates) that
is still outstanding will be extremely sensitive to losses.
If, as a result of further losses, the principal amount of
the Class A-10 certificates is reduced to zero, the yield
on the Class A-5 certificates will be extremely sensitive
to losses.
Delinquencies that are not covered by amounts advanced by
the Servicer (because the Servicer believes the amounts, if
advanced, would not be recoverable) will adversely affect
the yield on the Senior Subordinate certificates. Because
of the priority of distributions, shortfalls resulting from
delinquencies will be borne first by the Junior Subordinate
certificates, then by the Senior Subordinate certificates,
in the reverse order of their seniority, and then by the
Senior certificates.
The yield on the Senior Subordinate certificates, in
decreasing order of their seniority, will be progressively
more sensitive to the rate and timing of defaults and the
severity of losses on the mortgage loans. In general,
losses on the mortgage loans and the resulting reduction in
principal amount will mean that less interest will accrue
than would otherwise be the case. The earlier a loss and
resulting reduction in principal amount occur, the greater
the effect on an investor's yield. The yield on the Senior
Subordinate certificates will also be affected by the
disproportionate allocations of principal prepayments to
the Senior certificates, net interest shortfalls, and other
cash shortfalls in available funds.
</TABLE>
S-9
<PAGE>
<PAGE>
<TABLE>
<S> <C>
INVESTORS IN THE CLASS A-9 CERTIFICATES MAY On each distribution date before the Subordinate
NOT RECEIVE DISTRIBUTIONS IN THE AMOUNTS OR certificates are retired, the Class A-9 certificates will
AT THE TIMES THAT THEY EXPECT. receive a portion of principal payments after certain other
classes of Class A certificates have received principal
payments. Therefore, an investor's yield on such
certificates will be sensitive to the rate and timing of
distributions of principal and these certificates would not
be an appropriate investment for any investor requiring a
distribution of a particular amount of principal on a
specific date or dates. IN ADDITION TO THE CONSIDERATIONS
SET FORTH ABOVE, INVESTORS IN THE CLASS A-9 CERTIFICATES
SHOULD BE AWARE THAT THESE CERTIFICATES MAY NOT BE AN
APPROPRIATE INVESTMENT FOR ALL PROSPECTIVE INVESTORS.
Investors in the Class A-9 certificates should be aware that
payments of principal on these certificates may be
allocated according to a random lot procedure. Therefore
there can be no assurance that payments will be made to
investors on the date desired by the investor.
THE SUBORDINATE CERTIFICATES ARE ESPECIALLY Investors who purchase Subordinate certificates will not
SENSITIVE TO LOSSES ON THE MORTGAGE LOANS. receive distributions of interest and principal on any
given distribution date until after the Senior certificates
and classes of more senior Subordinate certificates receive
their distributions of interest and principal. The
Subordinate certificates will bear losses and delinquencies
in reverse order of their priority. Depending upon the
timing of defaults and severity of losses, investors may
realize a lower expected return on their investment than
they originally anticipated.
IT MAY NOT BE POSSIBLE TO FIND AN INVESTOR TO The Underwriters intend to make a market for the purchase
PURCHASE YOUR CERTIFICATES. and sale of the offered certificates after their initial
issuance but have no obligation to do so. There is no
assurance that such a secondary market will develop or, if
it develops, that it will continue. Consequently, investors
may not be able to sell their certificates readily or at
prices that will enable them to realize their desired
yield. The market values of the certificates are likely to
fluctuate. These fluctuations may be significant and could
result in significant losses to investors.
The secondary markets for mortgage-backed securities have
experienced periods of illiquidity and can be expected to
do so in the future. Illiquidity means you may not be able
to easily find another investor to buy your certificates,
which can have a severely adverse effect on the market
value of your certificates. Illiquidity is more likely for
classes that are especially sensitive to prepayment,
credit, or interest rate risk, or that have been structured
to meet the investor requirements of limited categories of
</TABLE>
S-10
<PAGE>
<PAGE>
<TABLE>
<S> <C>
investors. However, any class of certificates may
experience illiquidity.
THE CONCENTRATION OF MORTGAGE LOANS WITH The concentration of the mortgage loans with specific
CERTAIN CHARACTERISTICS MAY CHANGE OVER TIME, characteristics relating to the types of properties,
WHICH MAY AFFECT THE TIMING AND AMOUNT OF property characteristics, and geographic location are
PAYMENTS ON YOUR CERTIFICATES. likely to change over time. Principal payments may affect
the concentration levels. Principal payments could include
voluntary prepayments and prepayments resulting from
casualty or condemnation, defaults and liquidations and
from repurchases and substitutions due to breaches of
representations and warranties. Because unscheduled
collections of principal on the mortgage loans are payable
to the respective classes of Senior certificates in varying
orders of priority, such classes that have a later priority
for principal distributions and all of the Subordinate
certificates are more likely to be exposed to any risks
associated with changes in concentrations of mortgage loan
or property characteristics.
PAYMENTS FROM THE MORTGAGE LOANS ARE THE SOLE The certificates do not represent an interest in or
SOURCE OF PAYMENTS ON YOUR CERTIFICATES. obligation of the Depositor, the Servicer, the Trustee, the
Underwriters or any of their affiliates. However, the
Depositor does have limited obligations with respect to
certain breaches of its representations and warranties. No
governmental agency or instrumentality, the Depositor, the
Servicer, the Trustee, the Underwriters nor any of their
affiliates will guarantee or insure either the certificates
or the mortgage loans. Consequently, if payments on the
mortgage loans are insufficient or otherwise unavailable to
make all payments required on the certificates, you will
have no recourse to the Depositor, the Servicer, the
Trustee, the Underwriters or any of their affiliates.
THE RETURN ON YOUR CERTIFICATES MAY BE As of the Cut-Off Date, mortgaged properties located in the
PARTICULARLY SENSITIVE TO CHANGES IN THE REAL State of California secure approximately 48.08% of all
ESTATE MARKETS IN CERTAIN GEOGRAPHICAL AREAS. mortgage loans. If the California residential real estate
market should experience an overall decline in property
values, the rates of delinquency, foreclosure, bankruptcy
and loss on those mortgage loans may be expected to
increase, and may increase substantially, as compared to
such rates in a stable or improving real estate market. In
addition, approximately 5.17%, 4.64% and 4.41% of all
mortgage loans are located in Texas, Washington, and
Florida, respectively.
</TABLE>
S-11
<PAGE>
<PAGE>
THE TRUST
The primary assets of REMIC I will consist of a pool ('MORTGAGE POOL') of
mortgage loans ('LOANS'). REMIC I will also contain (1) certain insurance
policies related to the Loans, (2) any property which secured a Loan and which
is acquired by foreclosure or by deed in lieu of foreclosure after the Cut-Off
Date, (3) amounts held in the Certificate Account, and (4) certain other assets,
including the rounding account, all as described in this prospectus supplement.
The Depositor will assign the Loans to the Trustee, together with all
principal and interest due on the Loans after the Cut-Off Date. The Trustee
will, concurrently with such assignment, authenticate and deliver the
certificates. Each Loan will be identified in a Loan schedule appearing as an
exhibit to the Pooling and Servicing Agreement which will specify with respect
to each Loan, among other things, the original principal balance and the
outstanding principal balance as of the close of business on the Cut-Off Date,
the term of the mortgage note, and the mortgage interest rate.
DESCRIPTION OF THE MORTGAGE POOL*
The Mortgage Pool will consist of Loans that have an aggregate principal
balance outstanding as of the Cut-Off Date, after deducting payments due on or
before that date, of approximately $247,760,792. Each of the Loans has an
original term to maturity of no more than thirty (30) years. Certain of the
risks of loss on certain Loans will be covered by primary insurance policies up
to specified limits.
First deeds of trust or other similar security instruments creating first
liens on one- to four-family residential properties secure the Loans. The
mortgaged properties may include detached homes, townhouses, individual
condominium units, and individual units in planned unit developments, so long as
the property subject to the lien of the related mortgage consists of no more
than four units, and has the additional characteristics described below and in
the prospectus.
The Depositor acquired all of the Loans for inclusion in the Mortgage Pool
pursuant to a Mortgage Loan Purchase Agreement to be dated as of April 28, 1999,
between Standard Federal Bank, FSB, as Seller and the Depositor. The Seller, an
affiliate of the Depositor, originated 100% of the Loans pursuant to a 'full
documentation' program and in accordance with the underwriting standards
described in 'The Pools -- The Mortgage Loans -- Underwriting Policies' in the
prospectus.
Approximately 97.34% of the Loans have FICO Scores. The weighted average
FICO Score for the Loans that were scored is 733. 'FICO SCORES' are statistical
credit scores obtained by many mortgage lenders in connection with the loan
application to help assess a borrower's creditworthiness as of the time the
score is obtained. FICO Scores are generated by models developed by a third
party and are made available to lenders through three national credit bureaus.
The models were
- ------------
* The description herein of the Mortgage Pool and the mortgaged properties is
based upon the Loans at the close of business on the Cut-Off Date, after
deducting the scheduled principal payments due on or before such date, whether
or not actually received. All references herein to principal balance refer to
the principal balance as of the Cut-Off Date, unless otherwise specifically
stated or required by the context. References herein to percentages of Loans
refer in each case to the percentage of the aggregate principal balance of the
Loans, based on the outstanding principal balances of the Loans after giving
effect to scheduled monthly payments due on or before the Cut- Off Date,
whether or not received. References to weighted averages refer, in each case,
to weighted averages by principal balance as of the Cut-Off Date of the Loans
(determined as described in the preceding sentence). Prior to the issuance of
the certificates, Loans may be removed from the Mortgage Pool as a result of
principal payments in full, delinquencies or otherwise. In such event, other
Loans may be included in the Mortgage Pool. The Depositor believes that the
information set forth herein with respect to the Mortgage Pool is
representative of the characteristics of the Mortgage Pool as it will actually
be constituted at the time the certificates are issued, although the range of
mortgage interest rates and certain other characteristics of the Loans in the
Mortgage Pool may vary. See ' -- Additional Information.'
S-12
<PAGE>
<PAGE>
derived by analyzing data on consumers to establish patterns which are believed
to be indicative of the borrower's probability of default. The FICO Score is
based on a borrower's historical credit data, including, among other things,
payment history, delinquencies on accounts, levels of outstanding indebtedness,
length of credit history, types of credit, and bankruptcy experience. FICO
Scores range from approximately 250 to approximately 900, with higher scores
indicating an individual with a more favorable credit history compared to an
individual with a lower score. However, a FICO Score purports only to be a
measurement of the relative degree of risk a borrower represents to a lender,
meaning that a borrower with a higher score is statistically expected to be less
likely to default in payment than a borrower with a lower score. In addition, it
should be noted that FICO Scores were developed to indicate a level of default
probability over a two-year period, which does not correspond to a life of a
mortgage loan. Furthermore, FICO Scores were not developed specifically for use
in connection with mortgage loans, but for consumer loans in general. Therefore,
a FICO Score does not take into consideration the effect of mortgage loan
characteristics on the probability of repayment by the borrower. The Depositor
does not make any representations or warranties as to the actual performance of
any Loan or that a particular FICO Score will not change over time or should be
relied upon as a basis for an expectation that the borrower will repay the Loan
according to its terms.
The Depositor will assign the Loans to the Trustee for the ultimate benefit
of the certificateholders. The Servicer will service the Loans directly as
Servicer pursuant to the Pooling and Servicing Agreement, and will receive
compensation for such services. See 'Description of the
Certificates -- Assignment of Loans' in the prospectus.
Pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller
has made certain representations and warranties with respect to the Loans which
the Depositor will assign to the Trustee for the benefit of the
certificateholders. If the Seller breaches any of the representations and
warranties with respect to any Loan, the Seller will be obligated to cure such
breach in all material respects or shall repurchase the Loan or any property
acquired in respect thereof.
In addition, the Depositor will make representations and warranties
regarding the Loans in the Pooling and Servicing Agreement, but its assignment
of the Loans to the Trustee will be without recourse and the Depositor's
obligations relating to the Loans will be limited to the representations and
warranties made by it and to its servicing obligations, if any, under the
Pooling and Servicing Agreement. The Servicer is required to make certain
advances of its own funds in respect of the Loans to the limited extent set
forth under 'Description of the Certificates -- Advances and Limitations
Thereon' in the prospectus and 'Description of the Certificates -- Advances' in
this prospectus supplement.
All of the Loans will have principal and interest payable on the first day
of each month, which day is called the due date. The latest original scheduled
maturity date of any Loan will be April 1, 2029. Each of the Loans will have
original terms to maturity of not more than 30 years. At origination, based upon
the lower of the purchase price paid for or the appraisal amount of the
mortgaged property securing each Loan, the Loans had approximate Loan-to-Value
Ratios as described in the table below.
<TABLE>
<CAPTION>
Percentage of Loans
Approximate Loan-to-Value Ratio by Principal Balance
<S> <C>
Less than or equal to 80% 87.89%
Greater than 80%, but less than or equal to 95% 12.11%
Greater than 95% 0%
</TABLE>
The scheduled principal balance of a Loan as of any distribution date is
the unpaid principal balance of such Loan as specified in the amortization
schedule at the time relating thereto (before any adjustment to such schedule by
reason of bankruptcy or similar proceeding or any moratorium or similar waiver
or grace period) as of the first day of the month preceding the month of such
distribution date, after giving effect to any previously applied partial
principal prepayments, the
S-13
<PAGE>
<PAGE>
payment of principal due on such first day of the month and any reduction of the
principal balance of such Loan by a bankruptcy court, irrespective of any
delinquency in payment by the related mortgagor.
All of the Loans having Loan-to-Value Ratios greater than 80% at
origination are covered by primary mortgage insurance policies. No Loan permits
negative amortization or the deferral of accrued interest, and none of the Loans
is secured by a leasehold interest in the mortgaged property.
ADDITIONAL INFORMATION
Appendix D, attached hereto, sets forth in tabular format certain
information, as of the Cut-Off Date, with respect to the Loans.
Each mortgagor must maintain a Standardized Hazard Insurance Policy in an
amount equal to the maximum insurable value of the improvements securing such
Loan or the principal balance of such Loan, whichever is less. See 'Description
of the Certificates -- Hazard Insurance' in the prospectus. No Mortgage Pool
Insurance Policy, Special Hazard Insurance Policy or Mortgagor Bankruptcy
Insurance will be maintained with respect to the Mortgage Pool, nor will any
Loan be insured by the FHA or guaranteed by the VA.
The description in this prospectus supplement of the Mortgage Pool and the
mortgaged properties is based upon the Mortgage Pool, as presently constituted.
Prior to the issuance of the certificates, the Depositor may add or remove Loans
from the Mortgage Pool if it deems such addition or removal necessary or
appropriate.
DELINQUENCY AND FORECLOSURE EXPERIENCE OF THE SELLER
The following delinquency table describes the Seller's delinquency and
foreclosure experience on one- to four-family, first lien residential loans
originated, directly or indirectly, and serviced by the Seller.
STANDARD FEDERAL BANK FSB
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------------------
Delinquent Loans at Period End (1) 1995 1996 1997 1998
----- ----- ----- -----
<S> <C> <C> <C> <C>
30 to 59 days................................................ 0.31% 0.39% 0.29% 0.44%
60 to 89 days................................................ 0.11% 0.13% 0.12% 0.12%
90 days and over (2)......................................... 0.27% 0.51% 0.49% 0.51%
----- ----- ----- -----
Total Delinquencies..................................... 0.69% 1.03% 0.90% 1.08%
----- ----- ----- -----
----- ----- ----- -----
</TABLE>
- ------------
(1) As a percentage of the total dollar amount of loans serviced in the Seller's
owned portfolio at period end.
(2) Includes Foreclosures.
The above delinquency and foreclosure statistics represent the total
portfolio experience of the Seller for the indicated periods. There can be no
assurance, however, that the delinquency experience with respect to the 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 Loans. Further, the Loans were not chosen from the Seller's
portfolio on the basis of any methodology which could or would make them
representative of the total pool of mortgage loans in the portfolio. The actual
delinquency and loss experience of the Loans will depend, among other things,
upon the value of the real estate securing such Loans and the ability of the
mortgagors to make required payments.
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 mortgagors' personal circumstances, including,
but not limited to, unemployment or change in
S-14
<PAGE>
<PAGE>
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.
DESCRIPTION OF THE CERTIFICATES
GENERAL
The Trustee will issue the certificates pursuant to a Pooling and Servicing
Agreement to be dated as of the Cut-Off Date among ABN AMRO Mortgage
Corporation, as Depositor, LaSalle Home Mortgage Corporation, as Servicer, and
Chase Bank of Texas, National Association, as Trustee, a form of which is filed
as an exhibit to the registration statement of which this prospectus supplement
is a part. Reference is made to the prospectus for important additional
information regarding the terms and conditions of the Pooling and Servicing
Agreement and the certificates. It is a condition to the issuance of the offered
certificates that they receive the ratings from one or more of Standard &
Poor's, a division of the McGraw Hill Companies, Inc. ('S&P') and Fitch IBCA,
Inc. ('FITCH') indicated under 'Certificate Ratings'. As of the date of their
issuance, the offered certificates, other than the Class B-1 and Class B-2
certificates, will qualify as 'mortgage related securities' within the meaning
of the Secondary Mortgage Market Enhancement Act of 1984.
The Servicer will be obligated to make advances with respect to delinquent
payments on the Loans as described under 'Advances'.
The certificates, other than the Class R certificate, will evidence all the
beneficial ownership in a trust called REMIC II established by the Depositor to
hold the regular interests of REMIC I into which the mortgage loans will be
deposited.
Only the Senior certificates and Senior Subordinate certificates are
offered hereby. The Junior Subordinate certificates are not offered hereby. The
class principal balance for any class of certificates or component principal
balance for any component of the Class A-5 certificates will equal the aggregate
amount of principal to which such class or component is entitled, after giving
effect to prior (1) distributions of principal to such class or component, (2)
adjustments for accrued interest added to principal on the Accrual certificate
and component and (3) allocations of losses required to be borne by such class
or component. Notwithstanding the foregoing, the class principal balance of the
most subordinate class of certificates outstanding at any time is equal to the
aggregate scheduled principal balance of all of the Loans less the class
principal balance of all other classes of certificates. As used in this
prospectus supplement, the principal balance of a class means the class
principal balance thereof and the component principal balance of a component
means the component principal balance thereof.
The certificate principal balance for any certificate will be the portion
of the corresponding class principal balance represented by such certificate.
The aggregate initial certificate principal balance will be approximately equal
to the aggregate principal balance of the Loans as of the Cut-Off Date. The
offered certificates (other than the Class A-9 certificates and the Class R
certificate) are offered in minimum denominations equivalent to at least $25,000
initial certificate principal balance each and multiples of $1 in excess
thereof. The Class A-9 certificates are offered in minimum denominations
equivalent to at least $1,000 initial certificate principal balance each and
multiples of $1,000 in excess thereof. The Class R certificate will be offered
in registered, certificated form in a single denomination of a 100% percentage
interest. Holders of the Class A-5 certificates may not transfer the components
thereof separately.
S-15
<PAGE>
<PAGE>
BOOK-ENTRY REGISTRATION
A global certificate registered in the name of the nominee of DTC will
initially represent each class of Book-Entry certificates. DTC has advised the
Depositor that DTC's nominee will be Cede & Co. ('CEDE'). Accordingly, Cede is
expected to be the holder of record of the Book-Entry certificates. No
Book-Entry Certificateholder will be entitled to receive a certificate
representing such person's interest in such certificate. Unless and until
Definitive Certificates (as defined below) are issued under the limited
circumstances described in this prospectus supplement, all references in this
prospectus supplement to actions by Book-Entry Certificateholders shall refer to
actions taken by DTC upon instructions from DTC Participants (as defined below).
Further, all references in this prospectus supplement to distributions, notices,
reports, and statements to Book-Entry Certificateholders shall refer to
distributions, notices, reports, and statements to Cede, as the registered
holder of such certificates, for distribution to Book-Entry Certificateholders
in accordance with DTC procedures.
Certificateholders may hold their Book-Entry certificates through DTC, if
they are DTC Participants (as defined below), or indirectly through
organizations which are DTC Participants. Transfers between DTC Participants
will occur in the ordinary way in accordance with DTC rules. Cede, as nominee of
DTC, will hold the global certificates for the Book-Entry certificates.
DTC has advised the Depositor that it is a limited-purpose trust company
organized under the New York Banking Law, a 'banking organization' within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
'clearing corporation' within the meaning of the New York Uniform Commercial
Code and a 'clearing agency' registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended. DTC holds securities
that its participants ('DTC PARTICIPANTS') deposit with DTC. DTC also
facilitates the settlement among DTC Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in DTC Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. DTC
Participants include the Underwriters, securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. Indirect
access to the DTC system also is available to other entities, such as banks,
brokers, dealers, and trust companies that clear through or maintain a custodial
relationship with a DTC Participant, either directly or indirectly ('INDIRECT
DTC PARTICIPANTS').
Certificateholders that are not DTC Participants or Indirect DTC
Participants but desire to purchase, sell, or otherwise transfer ownership of or
other interests in Book-Entry certificates may do so only through DTC
Participants and Indirect DTC Participants. In addition, unless Definitive
Certificates are issued, certificateholders will receive all distributions of
principal and interest on the Book-Entry certificates through DTC Participants.
Under a book-entry format, certificateholders will receive payments after the
related distribution date because, while payments are required to be forwarded
to Cede, as nominee for DTC, on each such distribution date, DTC will forward
such payments to DTC Participants which thereafter will be required to forward
them to Indirect DTC Participants or certificateholders. It is anticipated that
the sole 'Certificateholder' (as such term is used in the Pooling and Servicing
Agreement) for each class of Book-Entry certificates will be Cede, as nominee of
DTC, and that Book-Entry Certificateholders will not be recognized by the
Trustee as certificateholders under the Pooling and Servicing Agreement.
Book-Entry Certificateholders will be permitted to exercise the rights of
certificateholders under the Pooling and Servicing Agreement only indirectly
through DTC Participants, who in turn will exercise their rights through DTC.
Under the rules, regulations and procedures creating and affecting DTC and
its operations (the 'RULES'), DTC is required to make book-entry transfers among
DTC Participants on whose behalf it acts with respect to the Book-Entry
certificates and is required to receive and transmit payments of principal and
interest, if any, on such Book-Entry certificates. DTC Participants and Indirect
DTC Participants with whom Book-Entry Certificateholders have accounts with
respect to the Book-Entry certificates are required to make book-entry transfers
and receive and transmit such payments on behalf of their respective Book-Entry
Certificateholders. Accordingly, although owners of Book-Entry certificates will
not possess Definitive Certificates, the Rules provide a mechanism by which
owners
S-16
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<PAGE>
of the Book-Entry certificates through their DTC Participants will receive
payments and will be able to transfer their interest.
DTC management is aware that some computer applications, systems, and the
like for processing data (the '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 DTC Participants and other members of
the financial community (the 'INDUSTRY') that it has developed and is
implementing a program so that the DTC Systems, as the same relate to the timely
payment of distributions (including principal and interest payments) to
securityholders, book-entry deliveries, and settlement of trades within DTC,
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 or 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:
(1) impress upon them the importance of such services being Year 2000 compliant;
and (2) 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.
Because DTC can only act on behalf of DTC Participants, who in turn act on
behalf of Indirect DTC Participants and certain banks, the ability of a
Book-Entry Certificateholder to pledge Book-Entry certificates to persons or
entities that do not participate in the DTC system, or otherwise take actions in
respect of such Book-Entry certificates, may be limited due to the lack of a
physical certificate for such Book-Entry certificates.
DTC has advised the Depositor that it will take any action permitted to be
taken by a Book-Entry Certificateholder under the Pooling and Servicing
Agreement only at the direction of one or more DTC Participants to whose account
with DTC the certificates are credited. Additionally, DTC has advised the
Depositor that it will take such actions with respect to a Book-Entry
certificate only at the direction of and on behalf of the DTC Participant whose
holdings include that certificate. DTC may take conflicting actions with respect
to other Book-Entry certificates to the extent that such actions are taken on
behalf of DTC Participants whose holdings include such Book-Entry certificates.
Although DTC has agreed to the foregoing procedures to facilitate transfers
of Book-Entry certificates among DTC Participants, it is under no obligation to
perform or continue to perform such procedures and such procedures may be
discontinued at any time.
DEFINITIVE CERTIFICATES
The Trustee will issue the Book-Entry certificates in fully registered,
certificated form to certificateholders or their nominees ('DEFINITIVE
CERTIFICATES'), rather than to DTC or its nominee, only if (1) the Depositor
advises the Trustee in writing that DTC is no longer willing or able to
discharge properly its responsibilities as Depository with respect to the
Book-Entry certificates and the Trustee or the Depositor is unable to locate a
qualified successor, (2) the Depositor, at its option, elects to terminate the
book-entry system through DTC or (3) after the occurrence of an Event of
Default, Book-Entry Certificateholders evidencing not less than 66% of the
aggregate outstanding certificate principal balance advise the Trustee and DTC
through DTC Participants in writing that the continuation of a book-entry system
through DTC (or a successor thereto) is no longer in the best interest of the
certificateholders.
S-17
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<PAGE>
Upon notice of the occurrence of any of the events described in the
immediately preceding paragraph, DTC is required to notify all DTC Participants
of the availability of Definitive Certificates. Upon surrender by DTC of the
global certificates and receipt from DTC of instructions for re-registration,
the Trustee will issue the Book-Entry certificates in the form of Definitive
Certificates, and thereafter the Trustee will recognize the holders of such
Definitive Certificates as certificateholders under the Pooling and Servicing
Agreement.
The Trustee (or its duly appointed paying agent, if any) will distribute
principal and interest on the Definitive Certificates, as well as the other
classes of certificates, directly to holders of such certificates in accordance
with the procedures set forth in this prospectus supplement and in the Pooling
and Servicing Agreement. The Trustee will distribute principal and interest on
each distribution date to holders in whose names such certificates were
registered at the close of business on the last business day of the month
preceding the month of such distribution date. The Trustee will make
distributions by wire transfer in immediately available funds for the account of
each such holder or, if a holder has not provided wire instructions, by check
mailed to the address of such holder as it appears on the register maintained by
the Certificate Registrar. The Trustee will make the final payment on any
certificate (whether a Definitive Certificate or the global certificates
registered in the name of Cede) only upon presentation and surrender of such
certificate at its offices or its agent's office or such office or agency as is
specified in the notice of final distribution to holders of certificates being
retired. The Trustee will provide such notice to registered certificateholders
not later than the fifteenth day of the month in which all remaining outstanding
certificates will be retired.
Definitive Certificates, as well as the Class R certificate, will be
transferable and exchangeable at the offices of the Trustee or its agent. The
Trustee may impose a reasonable service charge for any registration of transfer
or exchange, and the Trustee or such agent may require payment of a sum
sufficient to cover any tax or other governmental charge imposed in connection
therewith.
TRANSFER RESTRICTIONS
The Class A-10 certificates, Senior Subordinate certificates and the Class
R certificate are subject to transfer restrictions described in this prospectus
supplement under 'ERISA Considerations -- Restrictions on the Class A-10
certificates, Senior Subordinate Certificates and Residual Certificate'. The
Class R certificate is subject to further transfer restrictions described in the
prospectus under 'Certain Federal Income Tax Consequences -- REMIC -- Taxation
of Owners of Residual Certificates'.
AVAILABLE DISTRIBUTION AMOUNT
On each distribution date, the Available Distribution Amount will generally
include scheduled principal and interest payments due on the related due date,
partial principal prepayments received in the previous calendar month (as set
forth below), prepayments in full received in the applicable Prepayment Period
to the extent set forth below and amounts received with respect to liquidations
of Loans in the previous calendar month, and will be distributed by or on behalf
of the Trustee to the certificateholders, as specified in this prospectus
supplement.
The 'DUE DATE' related to each distribution date is the first day of the
month in which such distribution date occurs. The 'DETERMINATION DATE' is a day
not later than the 10th day preceding the related distribution date in the month
in which such distribution date occurs.
The 'AVAILABLE DISTRIBUTION AMOUNT' for any distribution date, as more
fully described in the Pooling and Servicing Agreement, will equal the sum of
the following amounts:
(1) the total amount of all cash received by or on behalf of the
Servicer with respect to such Loans by the Determination Date for
such distribution date and not previously distributed (including
Liquidation Proceeds), except:
(a) all scheduled payments of principal and interest collected but
due on a date after the related Due Date;
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(b) all partial principal prepayments received after the previous
calendar month (together with any interest payment received
with such prepayments to the extent that it represents the
payment of interest accrued on such Loans for the period after
the previous calendar month);
(c) all prepayments in full received after the applicable calendar
month immediately preceding such Determination Date (together
with any interest payment received with such prepayments in
full to the extent that it represents the payment of interest
accrued on the Loans for the period after the previous calendar
month);
(d) Liquidation Proceeds and insurance proceeds received on such
Loans after the previous calendar month;
(e) all amounts in the custodial account for principal and interest
which are due and reimbursable to the Servicer pursuant to the
terms of the Pooling and Servicing Agreement;
(f) the servicing fee for each such Loan; and
(g) the excess, if any, of aggregate Liquidation Proceeds on such
Loans received during the previous calendar month over the
amount that would have been received if prepayments in full had
been made with respect to such Loans on the date such
Liquidation Proceeds were received ('EXCESS LIQUIDATION
PROCEEDS');
(2) the total, to the extent not previously distributed, of the
following amounts, to the extent advanced or received, as
applicable, by the Servicer:
(a) all advances made by the Servicer to the Trustee with respect
to such distribution date; and
(b) any amounts payable as compensating interest by the Servicer on
such distribution date; and
(3) the total amount of any cash received by the Trustee or the
Servicer in respect of the obligation of the Depositor or the
Seller to repurchase any such Loans.
ADVANCES
With respect to each Loan, the Servicer will make advances to the
Certificate Account on the day before each distribution date to cover any
shortfall between (1) payments scheduled to be received with respect to such
Loan and (2) the amounts actually deposited in the Certificate Account on
account of such payments; provided that the Servicer determines on such
distribution date, in good faith, that such advances will be recoverable from
insurance proceeds, Liquidation Proceeds or other amounts received with respect
to that Loan. Advances are reimbursable to the Servicer from cash in the
Certificate Account before payments to the certificateholders if the Servicer
determines that these advances are not recoverable from insurance proceeds,
Liquidation Proceeds or other amounts recoverable with respect to the applicable
Loan and so notifies the Trustee.
DEFINITIONS RELATING TO THE PRIORITY OF DISTRIBUTIONS
Certain definitions are necessary to understand the priority of interest
and principal distributions to the certificates. These terms are defined below
and highlighted within the various definitions:
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INTEREST DEFINITIONS
'COMPONENT A-5-1 NOTIONAL AMOUNT' will initially be approximately $7,440,407 and
with respect to any distribution date, will be equal to the sum of:
2/27ths of the certificate principal balance of the
Class A-1 certificates
+
1/15th of the certificate principal balance of the
Class A-2 certificates
+
1/27th of the certificate principal balance of the
Class A-3 certificates
'COMPONENT A-5-2 NOTIONAL AMOUNT' will initially be approximately $3,881,392 and
with respect to any distribution date, will be equal to the sum of:
7/135ths of the certificate principal balance of the
Class A-4 certificates
+
8/135ths of the certificate principal balance of the
Class A-11 certificates
'COMPONENT A-5-5 NOTIONAL AMOUNT' will initially be approximately $4,168,920 and
with respect to any distribution date will equal the total principal balance, as
of the first day of the month of such distribution date, of the Premium Loans
multiplied by the following fraction:
the weighted average of the Pass-Through Rates of the
Premium Loans as of the first day of such month minus 6.75%
-----------------------------------------------------------
6.75%
'INTEREST ACCRUAL PERIOD' for all classes of certificates is the calendar month
preceding the month in which the distribution date occurs.
'PASS-THROUGH RATE' for each Loan is equal to the mortgage interest rate thereon
less 0.25% (which is the rate at which the related servicing fee is calculated).
'PREMIUM LOAN' means any Loan with a PASS-THROUGH RATE in excess of 6.75% per
annum.
PRINCIPAL DEFINITIONS
'CREDIT SUPPORT DEPLETION DATE' is the first date on which the class principal
balances of all the Subordinate certificates have been or will be reduced to
zero.
'DECEASED HOLDER' is a beneficial owner of a Class A-9 certificate who has died
while owning a beneficial interest in a Class A-9 certificate.
'DISCOUNT FRACTION' with respect to a Discount Loan means the following
fraction:
6.75% minus the PASS-THROUGH RATE on such DISCOUNT LOAN
-------------------------------------------------------
6.75%
'DISCOUNT FRACTIONAL PRINCIPAL AMOUNT' means the DISCOUNT FRACTION of the
principal received with respect to a DISCOUNT LOAN.
'DISCOUNT FRACTIONAL PRINCIPAL SHORTFALL' means an amount generally equal to:
(1) the DISCOUNT FRACTION of any loss on a DISCOUNT LOAN other than
a Special Hazard Loss in excess of the Special Hazard Coverage,
a Fraud Loss in excess of the Fraud Coverage or a Bankruptcy
Loss in excess of the Bankruptcy Coverage as described in
' -- Subordination and Allocation of Losses'; and
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(2) the sum of amounts, if any, by which the foregoing amount on
each prior distribution date exceeded the amount actually
distributed in respect thereof on such prior distribution dates
and not subsequently distributed; provided, however, that such
payments in respect of losses shall not cause a further
reduction of the outstanding Component A-5-4 component principal
balance.
'DISCOUNT LOAN' means any Loan with a PASS-THROUGH RATE of less than 6.75% per
annum.
'LIQUIDATED LOAN' is a Loan as to which the Servicer has determined that all
amounts which it expects to recover from or on account of such Loan, whether
from insurance proceeds, LIQUIDATION PROCEEDS or otherwise, have been recovered.
'LIQUIDATION PRINCIPAL' is the principal portion of LIQUIDATION PROCEEDS
received with respect to each Loan which became a Liquidated Loan (but not in
excess of the principal balance thereof) during the calendar month preceding the
month of the distribution date, exclusive of the portion thereof attributable to
the DISCOUNT FRACTIONAL PRINCIPAL AMOUNT, if any.
'LIVING HOLDER' is any beneficial owner of a Class A-9 certificate who is not a
Deceased Holder.
'PREPAYMENT PERIOD' means with respect to each distribution date and each
partial principal prepayment or payoff on any Loan, the calendar month preceding
the month in which the related distribution date occurs.
'PRINCIPAL PAYMENT AMOUNT' is the sum, for any distribution date of:
(1) scheduled principal payments on the Loans due on the related due
date;
(2) the principal portion of repurchase proceeds received with
respect to any Loan which was repurchased as permitted or
required by the Pooling and Servicing Agreement during the
calendar month preceding the month of the distribution date; and
(3) any other unscheduled payments of principal which were received
on the Loans during the preceding calendar month, other than
prepayments in full, partial principal prepayments or
LIQUIDATION PRINCIPAL.
'PRINCIPAL PREPAYMENT AMOUNT' for any distribution date is the sum of all
partial principal prepayments and all prepayments in full which were received
during the applicable PREPAYMENT PERIOD.
'ROUNDING ACCOUNT' is an account that Lehman Brothers Inc. will establish on the
Closing Date with a deposit of $999.99 so that amounts distributed to the Class
A-9 certificates may be rounded upward to the next higher integral multiple of
$1,000.
'SENIOR LIQUIDATION AMOUNT' is the aggregate, for all Loans which became
Liquidated Loans during the calendar month preceding the month of the
distribution date, of the lesser of:
(1) the SENIOR PERCENTAGE of the principal balance of such Loan
(exclusive of the portion thereof attributable to the DISCOUNT
FRACTIONAL PRINCIPAL AMOUNT); and
(2) the SENIOR PREPAYMENT PERCENTAGE of the LIQUIDATION PRINCIPAL
with respect to such Loan.
'SENIOR PERCENTAGE' as of the Closing Date will be approximately 95.68% and for
any distribution date will equal the sum of the class principal balances of the
Senior certificates immediately preceding such distribution date (other than the
Principal Only component) divided by the aggregate scheduled principal balance
of all Loans immediately preceding such distribution date (exclusive of the
DISCOUNT FRACTION thereof).
'SENIOR PREPAYMENT PERCENTAGE' is subject to certain conditions specified in the
Pooling and Servicing Agreement. It will be generally equal to the percentage
amount set forth in the table below, except that on any distribution date where
the SENIOR PERCENTAGE exceeds the initial SENIOR PERCENTAGE, then the SENIOR
PREPAYMENT PERCENTAGE for such distribution date will equal 100%.
S-21
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<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN SENIOR PREPAYMENT PERCENTAGE
------------------------------ ----------------------------
<S> <C>
May 1999 through April 2004............ 100%
May 2004 through April 2005............ SENIOR PERCENTAGE + 70% of the SUBORDINATED PERCENTAGE
May 2005 through April 2006............ SENIOR PERCENTAGE + 60% of the SUBORDINATED PERCENTAGE
May 2006 through April 2007............ SENIOR PERCENTAGE + 40% of the SUBORDINATED PERCENTAGE
May 2007 through April 2008............ SENIOR PERCENTAGE + 20% of the SUBORDINATED PERCENTAGE
May 2008 and thereafter................ SENIOR PERCENTAGE
</TABLE>
'SENIOR PRINCIPAL AMOUNT' for any distribution date will equal the sum of:
(1) the SENIOR PERCENTAGE of the PRINCIPAL PAYMENT Amount (exclusive
of the portion thereof attributable to the DISCOUNT FRACTIONAL
PRINCIPAL AMOUNT);
(2) the SENIOR PREPAYMENT PERCENTAGE of the PRINCIPAL PREPAYMENT
AMOUNT (exclusive of the portion thereof attributable to the
DISCOUNT FRACTIONAL PRINCIPAL AMOUNT); and
(3) the SENIOR LIQUIDATION AMOUNT.
'SUBORDINATE LIQUIDATION AMOUNT' will equal the excess, if any, of the aggregate
LIQUIDATION PRINCIPAL for all Loans which became LIQUIDATED LOANS during the
calendar month preceding the month of the distribution date, over the SENIOR
LIQUIDATION AMOUNT for such distribution date.
'SUBORDINATE PERCENTAGE' is equal to 100% minus the SENIOR PERCENTAGE.
Initially, the SUBORDINATE PERCENTAGE will be approximately 4.32%.
'SUBORDINATE PREPAYMENT PERCENTAGE' on any distribution date will equal the
excess of 100% over the SENIOR PREPAYMENT PERCENTAGE. Initially the SUBORDINATE
PREPAYMENT PERCENTAGE will be 0%.
'SUBORDINATE PRINCIPAL AMOUNT' for any distribution date will be equal to the
sum of:
(1) the SUBORDINATE PERCENTAGE of the PRINCIPAL PAYMENT AMOUNT
(exclusive of the portion thereof attributable to the DISCOUNT
FRACTIONAL PRINCIPAL AMOUNT);
(2) the SUBORDINATE PRINCIPAL PREPAYMENT AMOUNT; and
(3) the SUBORDINATE LIQUIDATION AMOUNT;
provided, however, that the SUBORDINATE PRINCIPAL AMOUNT shall be reduced
by the amounts required to be distributed to the Principal Only component
with respect to the DISCOUNT FRACTIONAL PRINCIPAL SHORTFALL on such
distribution date and provided further, that the SUBORDINATE PRINCIPAL
AMOUNT for any distribution date shall be reduced to the extent of any
amounts required to be distributed to the Senior certificates pursuant to
the provisions described under ' -- Priority of Distributions'. Any
reduction in the SUBORDINATE PRINCIPAL AMOUNT pursuant to the provisions
above shall offset the amount calculated pursuant to clause (1), clause (3)
and clause (2), in such order of priority.
'SUBORDINATE PRINCIPAL PREPAYMENT AMOUNT' as of any distribution date is the
SUBORDINATE PREPAYMENT PERCENTAGE of the PRINCIPAL PREPAYMENT AMOUNT (exclusive
of the portion thereof attributable to the DISCOUNT FRACTIONAL PRINCIPAL
AMOUNT).
'SUBORDINATION LEVEL' on any specified date with respect to any class of
Subordinate certificates is the percentage obtained by dividing:
(1) the sum of the class principal balances of all classes of
certificates which are subordinate in right of payment to such
class as of such date before giving effect to distributions or
allocations of Realized Losses on the Loans on such date; by
(2) the sum of the class principal balances of all classes of
certificates as of such date before giving effect to
distributions or allocations of Realized Losses on the Loans on
such date.
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PRIORITY OF DISTRIBUTIONS
Commencing in May 1999, the Trustee will make distributions to
certificateholders on each distribution date. On each distribution date prior to
the Credit Support Depletion Date, the Trustee will distribute the Available
Distribution Amount in the following order and priority:
(a) first, the Discount Fractional Principal Amount to
Component A-5-4 of the Class A-5 certificates.
(b) second, interest to the Senior certificates then entitled
to receive accrued and unpaid interest; provided, however,
that the aggregate amount of interest accrued on the
Accrual certificate and Accrual component shall be payable
as principal to the following classes and components of
certificates in the following order of priority until the
respective times indicated below in the last paragraph
under ' -- Priority of Distributions':
(1) to the Class A-4 and Class A-11 certificates, pro
rata, according to their outstanding class
principal balances, to the extent necessary to
reduce their principal balances to their first
targeted principal balances as set forth on
Appendix B hereto;
(2) to Component A-5-3 of the Class A-5 certificates,
to the extent necessary to reduce its principal
balance to its first targeted principal balance as
set forth on Appendix B hereto;
(3) to the Class A-6 certificates until its principal
balance has been reduced to zero;
(4) to the Class A-7, Class A-8 and Class A-9
certificates, pro rata, according to their
outstanding class principal balances, without
regard to any rounding principal payments made to
the Class A-9 certificates, until their principal
balances have been reduced to zero;
(5) to the Class A-4 and Class A-11 certificates, pro
rata, according to their outstanding class
principal balances, to the extent necessary to
reduce their principal balances to their second
targeted principal balances as set forth on
Appendix B hereto;
(6) to Component A-5-3 of the Class A-5 certificates,
to the extent necessary to reduce its principal
balance to its second targeted principal balance as
set forth on Appendix B hereto;
(7) to the Class A-4 and Class A-11 certificates, pro
rata, without regard to their first or second
targeted principal balances until their principal
balances have been reduced to zero; and
(8) to Component A-5-3 of the Class A-5 certificates,
without regard to its first or second targeted
principal balances until its principal balance has
been reduced to zero.
(c) third, to the Senior certificates then entitled to
principal (other than the Principal Only component) an
amount, up to the Senior Principal Amount for such
distribution date, as follows:
(1) first, to the Class R certificate, until its
certificate principal balance has been reduced to
zero;
(2) second, to the Class A certificates (other than the
Principal Only component) concurrently as follows:
(A) 0.8581076153% of the Senior Principal Amount
remaining, to the Class A-10 certificates,
until its principal balance has been reduced
to zero; and
S-23
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<PAGE>
(B) 99.1418923847% of the Senior Principal Amount
remaining, sequentially as follows:
1. first, to the Class A-1, A-2 and A-3
certificates sequentially, to the
extent necessary to reduce their
principal balances to their planned
principal balances as set forth on
Appendix A hereto;
2. second, to the Class A-4 and Class
A-11 certificates, pro rata, according
to their outstanding class principal
balances, to the extent necessary to
reduce their principal balances to
their first targeted principal
balances as set forth on Appendix B
hereto;
3. third, to Component A-5-3 of the
Class A-5 certificates, to the extent
necessary to reduce its principal
balance to its first targeted
principal balance as set forth on
Appendix B hereto;
4. fourth, to the Class A-6 certificates
until its principal balance has been
reduced to zero;
5. fifth, to the Class A-7, Class A-8 and
Class A-9 certificates, pro rata,
according to their outstanding class
principal balances, without regard to
any rounding principal payments made
to the Class A-9 certificates, until
their principal balances have been
reduced to zero;
6. sixth, to the Class A-4 and Class A-11
certificates, pro rata, according to
their outstanding class principal
balances, to the extent necessary to
reduce their principal balances to
their second targeted principal
balances as set forth on Appendix B
hereto;
7. seventh, to Component A-5-3 of the
Class A-5 certificates, to the extent
necessary to reduce its principal
balance to its second targeted
principal balance as set forth on
Appendix B hereto;
8. eighth, to the Class A-4 and Class
A-11 certificates, pro rata, according
to their outstanding class principal
balances, without regard to their
first or second targeted principal
balances until their principal
balances have been reduced to zero;
9. ninth, to Component A-5-3 of the Class
A-5 certificates, without regard to
its first or second targeted principal
balances until its principal balance
has been reduced to zero; and
10. tenth, to the Class A-1, A-2 and
Class A-3 certificates, sequentially,
without regard to their planned
principal balances until their
principal balances have been reduced
to zero.
(d) fourth, to Component A-5-4 of the Class A-5 certificates,
the Discount Fractional Principal Shortfall, but not more
than an amount equal to the sum of clauses (1), (2) and
(3) in the definition of Subordinate Principal Amount.
(e) fifth, to the Class M, Class B-1, Class B-2, Class B-3,
Class B-4 and Class B-5 certificates, in that order of
seniority, their respective amount of accrued and unpaid
interest and their pro rata share, according to their
outstanding class principal balances, of the Subordinate
Principal Amount;
S-24
<PAGE>
<PAGE>
provided, however, that on any distribution date on which
the Subordination Level for any class of Subordinate
certificates is less than the Subordination Level as of
the Closing Date, the portion of the Subordinate Principal
Prepayment Amount otherwise allocable to the class or
classes of the Subordinate certificates junior to such
class will be allocated to the most senior class of
Subordinate certificates for which the Subordination Level
is less than such percentage as of the Closing Date and to
the class or classes of Subordinate certificates senior
thereto, pro rata according to the class principal
balances of such classes.
(f) sixth, to the Subordinate certificates, in the order of
their seniority, the amount of any unreimbursed losses
previously allocated to such certificates.
(g) seventh, to the Class R certificate, the remainder of the
Available Distribution Amount.
On each distribution date on or after the Credit Support Depletion Date, to
the extent of the Available Distribution Amount on such distribution date,
distributions will be made to the Senior certificates or components in the
following order of priority:
(a) first, the Discount Fractional Principal Amount to
Component A-5-4 of the Class A-5 certificates;
(b) second, to the Senior certificates (including the Accrual
certificate and Accrual component) accrued and unpaid
interest;
(c) third, to the Senior certificates, principal, pro rata,
according to their outstanding class principal balances or
component principal balances (other than the Principal
Only component);
(d) fourth, to each class of Senior certificates, pro rata,
according to their outstanding class principal balances or
component principal balances, the amount of unreimbursed
losses previously allocated to each class or component;
and
(e) fifth, to the Class R certificate, the remainder of the
Available Distribution Amount.
With respect to each class of certificates or components of the Class A-5
certificates (except for the Principal Only certificate and component), interest
will be passed through monthly on each distribution date, commencing in May 1999
(except for the Accrual certificate and component). With respect to each
distribution date, interest will accrue or accrete, as applicable, in an amount
determined by the following formula:
<TABLE>
<S> <C> <C>
1/12th of the the related principal
applicable x balance or notional
interest rate for amount for each class
each class (or component)
(or component)
</TABLE>
For purposes of this formula, the notional amount on any distribution date
for Components A-5-1, A-5-2 and A-5-5 of the Class A-5 certificates will be
equal to the Component A-5-1 Notional Amount, the Component A-5-2 Notional
Amount and the Component A-5-5 Notional Amount, respectively.
The interest rates for the Senior classes of certificates or components of
the Class A-5 certificates are fixed as set forth on page ii.
Interest accrued on any class of certificates or component of the Class A-5
certificates will be reduced by the following amounts:
(1) the pro rata share allocated to such class or component of
all interest shortfalls resulting from (i) prepayments in
full on the Loans during the related Prepayment Period, to
the extent not covered by compensating interest,
S-25
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<PAGE>
(ii) partial prepayments on the Loans during the related
Prepayment Period and (iii) reductions in interest payable
on the Loans by operation of law (such shortfalls are
allocated among all classes pro rata according to the
amount of interest to which such class or component would
otherwise be entitled); and
(2) the portion of Realized Losses attributable to interest
allocated to such class or component.
In addition, the amount of interest payable to each class of certificates
or component of the Class A-5 certificates will include accrued but unpaid
interest from prior distribution dates (together with interest thereon at the
applicable rate), but only up to the Available Distribution Amount.
With respect to Component A-5-3 of the Class A-5 certificates, following
the reduction of the certificate principal balance of the Class A-4, A-6, A-7,
A-8, A-9 and A-11 certificates to zero, interest accrued on Component A-5-3 of
the Class A-5 certificates will be payable as interest to Component A-5-3 of the
Class A-5 certificates rather than added to principal. With respect to the
Class A-6 certificates, following the reduction of the certificate principal
balance of the Class A-4 and A-11 certificates and Component A-5-3 of the Class
A-5 certificates to zero, interest accrued on the Class A-6 certificates will be
payable as interest to the Class A-6 certificates rather than added to
principal.
DISTRIBUTIONS TO CLASS A-9 CERTIFICATEHOLDERS
General
On each distribution date prior to the Credit Support Depletion Date,
holders of the Class A-9 certificates have the right to request that the Trustee
distribute principal on their certificates. Deceased Holders will be entitled to
first priority for these requests up to a limit of approximately $25,000. Living
Holders will be entitled to second priority for these requests up to a limit of
approximately $10,000.
Requests for distributions from the Class A-9 certificateholders are
subject to the following limitations:
(1) distributions will only be made in lots equal to $1,000 of
initial principal balance;
(2) the total amount distributed on the Class A-9 certificates will
not exceed the portion of the Available Distribution Amount
allocable to the Class A-9 certificates on any distribution
date plus amounts available from the Rounding Account.
On each distribution date, the amounts the Trustee will distribute to the
Class A-9 certificateholders will be rounded upward, to an amount equal to an
integral multiple of $1,000. On each following distribution date, the aggregate
amount allocable to the Class A-9 certificates will first be applied to
replenish any funds withdrawn from the Rounding Account, and then the remaining
amount will be rounded upward through a withdrawal from the Rounding Account.
This process will continue on each distribution date until the principal balance
of the Class A-9 certificates has been reduced to zero.
To the extent that amounts available for principal distributions on any
distribution date exceed the aggregate requests by Deceased Holders and Living
Holders, the Trustee will distribute the excess amount among the Class A-9
certificateholders at random. Also, there is no assurance that a request for a
principal distribution will be filled on any distribution date, since there is
no assurance that funds will be available or that the total of requested
distributions will be less than the amount available for distribution. Thus, the
timing of distributions of principal on the Class A-9 certificates is highly
uncertain, and the Trustee may distribute principal earlier or later than the
date desired by a Class A-9 certificateholder.
Priority of Requested Distributions
DTC will honor requests for distribution from Class A-9 certificateholders
in the following order of priority:
S-26
<PAGE>
<PAGE>
First, DTC will honor requests submitted on behalf of Deceased Holders in
the order of their receipt by DTC, until such requests have been honored in an
amount up to $25,000 for each requesting Deceased Holder; and
Second, DTC will honor requests submitted on behalf of Living Holders in
the order of their receipt by DTC, until such requests have been honored in an
amount up to $10,000 for each requesting Living Holder.
Thereafter, DTC will honor requests submitted on behalf of each Deceased
Holder in the order of their receipt by DTC up to a second $25,000 and requests
submitted on behalf of each Living Holder in the order of their receipt by DTC
up to a second $10,000. This sequence of priorities will be repeated until all
Class A-9 certificates principal payment requests have been honored to the
extent of amounts available in reduction of the Class A-9 certificates. In no
event will distributions to Class A-9 certificateholders exceed the amount of
principal available for distribution to them for any distribution date. In no
event will any Class A-9 certificateholders receive a distribution of principal
in an amount greater that the principal balance of their certificate.
If the amount of principal available for payment on the Class A-9
certificates on a given distribution date is insufficient to honor all requests,
the requests will be honored on later distribution dates as principal becomes
available. A Class A-9 certificate principal payment request submitted on behalf
of a Living Holder who later dies will become entitled to the priority of a
newly submitted request on behalf of a Deceased Holder. This priority will be
effective for each subsequent distribution date if DTC has received a certified
copy of the death certificate for the Deceased Holder and any additional
appropriate evidence of death and any requested tax waivers by the last business
day of the preceding calendar month.
Procedure for Requesting Distributions. A beneficial owner may request that
distributions of principal on its Class A-9 certificate be made on a
distribution date by delivering a written request to the DTC Participant or
Indirect DTC Participant that maintains the beneficial owner's account in the
Class A-9 certificate so that the request for such distribution is received by
the Trustee on or before the Determination Date for that distribution date. In
the case of a request on behalf of a Deceased Holder, a certified copy of the
death certificate and any additional appropriate evidence of death and any tax
waivers are required to be forwarded to the Trustee under separate cover.
Furthermore, requests of Deceased Holders that are incomplete may not be honored
by the Trustee and, if not honored, will lose their priority and must be
requested again. The DTC Participant will in turn make the request of DTC (or,
in the case of an Indirect DTC Participant, that firm must notify the related
DTC Participant of the request, which DTC Participant will make the request of
DTC) on a form required by DTC and provided to the DTC Participant. Upon receipt
of the request, DTC will date and time stamp it and forward it to the Trustee.
DTC may establish such procedures as it deems fair and equitable to establish
the order of receipt of requests for such distributions received by it on the
same day. Neither the Depositor, the Servicer, nor the Trustee will be liable
for any delay by DTC, any DTC Participant or any Indirect DTC Participant in the
delivery of requests for distributions to the Trustee. Requests for
distributions of principal forwarded to the Trustee from DTC after the
Determination Date for such distribution date and requests for distributions of
principal received in a timely manner but not accepted with respect to a given
distribution date, will be treated as requests for distributions of principal on
the next succeeding distribution date and each succeeding distribution date
thereafter until each request is accepted or is withdrawn. Each request for
distributions of principal on a Class A-9 certificate submitted by a beneficial
owner will be held by the Trustee until the request has been accepted or has
been withdrawn in writing. The principal amount covered by the request will
continue to bear interest at the Class A-9 interest rate through the last
calendar day of the month preceding the month of that distribution date.
With respect to Class A-9 certificates for which beneficial owners have
requested distributions on a particular distribution date on which distributions
are being made, the Trustee will notify DTC and the DTC Participants prior to
that distribution date whether, and the extent to which, the Class A-9
certificates, have been accepted for distributions. DTC Participants and
Indirect DTC Participants holding Class A-9 certificates, are required to
forward their notices to the beneficial
S-27
<PAGE>
<PAGE>
owners of the certificates. Class A-9 certificates that have been accepted for a
distribution will be due and payable on the applicable distribution date and
will cease to bear interest after the last calendar day of the month preceding
the month of that distribution date.
Any beneficial owner of a Class A-9 certificate who has requested a
distribution may withdraw its request by notifying in writing the DTC
Participant or Indirect DTC Participant that maintains the beneficial owner's
account. The DTC Participant will forward the withdrawal, on a form required by
DTC, to the Trustee. In the event that the account is maintained by an Indirect
DTC Participant, the Indirect DTC Participant must notify the related DTC
Participant, which in turn must forward the withdrawal of the request form to
the Trustee. If the notice of withdrawal of a request for distribution has not
been received by the Trustee on or before the Determination Date for that
distribution date, the previously made request for distribution will be
irrevocable.
Mandatory Distributions of Principal on the Class A-9 Certificates. To the
extent, if any, that distributions of principal on the Class A-9 certificates on
a distribution date exceed the aggregate amount of distribution requests which
have been received by DTC on or before the applicable Determination Date,
additional Class A-9 certificates in lots equal to $1,000 will be selected to
receive principal distributions in accordance with the then-applicable
established random lot procedures of DTC, and the then-applicable established
procedures of the DTC Participants and Indirect DTC Participants, which may or
may not be by random lot. Investors may ask DTC Participants or Indirect DTC
Participants which allocation procedures they use. DTC Participants and Indirect
DTC Participants holding Class A-9 certificates selected for mandatory
distributions of principal are required to provide notice to the affected
beneficial owners.
Deceased Holders.
Class A-9 certificates beneficially owned by tenants by the entirety, joint
tenants or tenants in common will be considered to be beneficially owned by a
single owner. The death of a tenant by the entirety, joint tenant or tenant in
common will be deemed to be the death of the beneficial owner, and the Class A-9
certificates beneficially owned will be eligible for priority with respect to
distributions of principal. Class A-9 certificates beneficially owned by a trust
will be considered to be beneficially owned by each beneficiary of the trust to
the extent of the beneficiary's beneficial interest, but in no event will a
trust's beneficiaries collectively be deemed to be beneficial owners of a number
of Class A-9 certificates greater than the number of such certificates of which
the trust is the owner. The death of the beneficiary of a trust will be deemed
to be the death of a beneficial owner of the Class A-9 certificates beneficially
owned by the trust. The death of an individual who was a tenant by the entirety,
joint tenant or tenant in common in a tenancy that is the beneficiary of a trust
will be deemed to be the death of the beneficiary of the trust. The death of a
person who, during his or her lifetime, was entitled to substantially all of the
beneficial ownership interest in a Class A-9 certificate will be deemed to be
the death of the beneficial owner regardless of the registration of the
ownership, if the beneficial ownership interest can be established to the
satisfaction of the Trustee. Expenses incurred by the Trustee in an effort to
determine the beneficial ownership interest, including, without limitation,
attorneys' fees, shall be paid by the beneficial owner. A beneficial interest
will be deemed to exist in typical cases of street name or nominee ownership,
ownership by a trustee, ownership under the Uniform Gift to Minors Act and
community property or other joint ownership arrangements between a husband and
wife. Beneficial interest shall include the power to sell, transfer, or
otherwise dispose of a Class A-9 certificate and the right to receive the
proceeds therefrom, as well as interest and distributions in reduction of the
certificate. As used in this prospectus supplement, a request for a distribution
of principal on a Class A-9 certificate by a Deceased Holder shall mean a
request by the personal representative, surviving tenant by the entirety,
surviving joint tenant or surviving tenant in common of the Deceased Holder.
On each Distribution Date on and after the Credit Support Depletion Date,
the distributions of principal on the Class A-9 certificates will be made pro
rata among the Class A-9 certificateholders and will neither be made in integral
multiples of $1,000 nor pursuant to requested distributions or mandatory
distributions.
S-28
<PAGE>
<PAGE>
SUBORDINATION AND ALLOCATION OF LOSSES
The Subordinate certificates will be subordinate in right of payment to and
provide credit support to the Senior certificates. The Junior Subordinate
certificates will be subordinate in right of payment to and provide credit
support to the Senior Subordinate certificates. Each class of Senior Subordinate
certificates will be subordinate in right of payment to and provide credit
support to each class of Senior Subordinate certificates senior thereto. The
support provided by the Subordinate certificates is intended to enhance the
likelihood of regular receipt by the Senior certificates of the full amount of
the monthly distributions of interest and principal to which they are entitled
and to afford those certificates protection against certain losses. The
protection afforded to the Senior certificates by the Subordinate certificates
will be accomplished by the preferential right on each distribution date of
those Senior certificates to receive distributions of interest and principal to
distributions of interest or principal to those Subordinate certificates. The
protection afforded a class of Senior Subordinate certificates by the classes of
Senior Subordinate certificates subordinate thereto will be similarly
accomplished by the preferential right of those classes to receive distributions
of principal and interest to distributions of principal and interest to those
classes of Senior Subordinate certificates subordinate thereto. The support
provided by the Junior Subordinate certificates to the Senior Subordinate
certificates is intended to enhance the likelihood of regular receipt by the
Senior Subordinate certificates of the full amount of monthly distributions of
interest and principal to which they are entitled and to afford such
certificateholders protection against certain losses. The protection afforded to
the Senior Subordinate certificates by the Junior Subordinate certificates will
be accomplished by the preferential right on each distribution date of such
Senior Subordinate certificates to receive distributions of interest and
principal, to distributions of interest and principal to the Junior Subordinate
certificates.
The following definitions are necessary to understand the subordination and
allocation of losses of the certificates:
'BANKRUPTCY COVERAGE' is expected to equal approximately $100,000 as of the
Cut-Off Date. BANKRUPTCY COVERAGE will be reduced, from time to time, by the
amount of BANKRUPTCY LOSSES allocated to the certificates.
'BANKRUPTCY LOSSES' means any DEBT SERVICE REDUCTION or DEFICIENT VALUATIONS.
'DEBT SERVICE REDUCTION' means any reduction of the amount of the monthly
payment on the related Loan made by a bankruptcy court in connection with a
personal bankruptcy of a mortgagor.
'DEFICIENT VALUATION' means in connection with a personal bankruptcy of a
mortgagor, the positive difference, if any, resulting from the outstanding
principal balance on a Loan less a bankruptcy court's valuation of the related
mortgaged property.
'FRAUD COVERAGE' is expected to equal approximately $2,477,608 as of the Cut-Off
Date. As of any date of determination after the Cut-Off Date, the FRAUD COVERAGE
will generally be equal to:
(1) prior to the third anniversary of the Cut-Off Date, an amount
equal to:
(a) 1.00% of the aggregate principal balance of all Loans as
of the Cut-Off Date, minus
(b) the aggregate amounts allocated to the certificates with
respect to FRAUD LOSSES on the Loans up to the date of
determination; and
(2) from the third to the fifth anniversary of the Cut-Off Date, an
amount equal to:
(a) 0.50% of the aggregate principal of all of the Loans as of
the most recent anniversary of the Cut-Off Date, minus
(b) the aggregate amounts allocated to the certificates with
respect to FRAUD LOSSES on the Loans since the most recent
anniversary of the Cut-Off Date up to such date of
determination.
(3) On and after the fifth anniversary of the Cut-Off Date, the
FRAUD COVERAGE will be zero.
S-29
<PAGE>
<PAGE>
'FRAUD LOSSES' are losses on Loans arising from fraud, dishonesty or
misrepresentation of the mortgagor in the origination of such Loans.
'LIQUIDATION PROCEEDS' are amounts received by the Servicer in connection with
the liquidation of a defaulted Loan whether through trustee's sale, foreclosure
sale, proceeds of insurance policies, condemnation proceeds or otherwise.
'PRO RATA ALLOCATION' means allocating the principal portion of certain losses
relating to a Loan to the Senior certificates (other than the Principal Only
component and Interest Only components) and Subordinate certificates pro rata
according to their outstanding certificate principal balances or component
principal balances in the case of the Class A-5 certificates (except if the loss
is recognized with respect to a DISCOUNT LOAN, in which event the DISCOUNT
FRACTION of such loss will first be allocated to Component A-5-4 of the Class
A-5 certificates and the remainder of such loss will be allocated as described
below) or, in the case of any of the Accrual certificate or component, the
certificate principal balance of that certificate or component principal balance
in the case of the Class A-5 certificates on the Closing Date, if lower, and the
allocation of the interest portion of such losses to the certificates or
components (other than the Principal Only component) pro rata according to the
amount of interest accrued but unpaid on each such class or component in
reduction thereof.
'SPECIAL HAZARD COVERAGE' is expected to equal approximately $3,067,423 as of
the Cut-Off Date. On each anniversary of the Cut-Off Date, the SPECIAL HAZARD
COVERAGE will be reduced, but not increased, to an amount equal to the lesser
of:
(1) the greatest of:
(a) the aggregate principal balance of the Loans located in
the single California zip code area containing the largest
aggregate principal balance of such Loans;
(b) 1.0% of the aggregate unpaid principal balance of the
Loans; and
(c) twice the unpaid principal balance of the largest single
Loan, in each case calculated as of the due date in the
immediately preceding month; and
(2) the SPECIAL HAZARD COVERAGE as of the Cut-Off Date as reduced by
the SPECIAL HAZARD LOSSES allocated to the certificates since
the Cut-Off Date.
'SPECIAL HAZARD LOSSES' are losses relating to Loans that become liquidated and
have been the subject of certain hazards (including earthquakes, tidal waves and
related water damage, war, civil insurrection, certain governmental actions,
errors in design, faulty workmanship or materials, nuclear reaction and chemical
contamination) not insured against under any applicable insurance policy and not
resulting from reasonable wear-and-tear.
Except for Special Hazard Losses, Fraud Losses and Bankruptcy Losses in
excess of the designated amounts of the applicable Special Hazard Coverage,
Fraud Coverage and Bankruptcy Coverage, any loss realized with respect to a Loan
will be allocated among the certificates as follows:
(1) for losses allocable to principal:
first, to the Junior Subordinate certificates, until
the aggregate of the class principal balances thereof
has been reduced to zero,
second, to the Class B-2 certificates, until the class
principal balance thereof has been reduced to zero,
third, to the Class B-1 certificates, until the class
principal balance thereof has been reduced to zero,
fourth, to the Class M certificates, until the class
principal balance thereof has been reduced to zero,
and
fifth, to the Senior certificates or components (other
than the Interest Only components), pro rata,
according to their class or component principal
balances (or, in the case of any of the Accrual
certificate or component,
S-30
<PAGE>
<PAGE>
the certificate or component principal balance of such
certificate or component on the Closing Date, if
lower) in reduction of their respective class or
component principal balances, as applicable; provided,
however, that if the loss is recognized with respect
to a Discount Loan, the Discount Fraction of such loss
will first be allocated to Component A-5-4 of the
Class A-5 certificates and the remainder of such loss
will be allocated as described above in this clause
(1); provided, further, that all losses allocable to
the Class A-5 certificates will be allocated to the
Class A-10 certificates until the Class A-10 principal
balance has been reduced to zero;
(2) for losses allocable to interest:
first, to the Junior Subordinate certificates, in
reduction of accrued but unpaid interest thereon until
the amount of interest accrued on the Junior
Subordinate certificates on that distribution date has
been reduced to zero and then in reduction of the
class principal balances of those certificates,
second, to the Class B-2 certificates, in reduction of
accrued but unpaid interest thereon until the amount
of interest accrued on the Class B-2 certificates on
that distribution date has been reduced to zero and
then in reduction of the class principal balance of
those certificates,
third, to the Class B-1 certificates, in reduction of
accrued but unpaid interest thereon until the amount
of interest accrued on the Class B-1 certificates on
that distribution date has been reduced to zero and
then in reduction of the class principal balance of
those certificates,
fourth, to the Class M certificates, in reduction of
accrued but unpaid interest thereon until the amount
of interest accrued on the Class M certificates on
that distribution date has been reduced to zero and
then in reduction of the class principal balance of
those certificates, and
fifth, to the Senior certificates and components
(other than the Principal Only certificate and
component), pro rata according to accrued but unpaid
interest thereon until the amount of interest accrued
on the Senior certificates on that distribution date
has been reduced to zero and then pro rata according
to their class or component principal balances in
reduction of their respective class or component
principal balances; provided, however, that all losses
attributable to interest allocable to the Class A-5
certificates will be allocated to the Class A-10
certificates until the principal balance thereof has
been reduced to zero.
On each distribution date, if the aggregate class principal balance of all
outstanding classes of certificates exceeds the aggregate principal balance of
the Loans (after giving effect to distributions of principal and the allocation
of all losses on the classes of certificates and components of the Class A-5
certificates on such distribution date), such excess will be deemed a principal
loss and will be allocated to the most subordinate class of Subordinate
certificates then outstanding.
In the event of a personal bankruptcy of a mortgagor, the bankruptcy court
may establish a Deficient Valuation. The amount of the secured debt could be
reduced to such Deficient Valuation amount, and the holder of such Loan thus
would become an unsecured creditor to the extent the outstanding principal
balance of such Loan exceeds the value so assigned to the mortgaged property by
the bankruptcy court. In addition, certain other modifications of the terms of a
Loan can result from a bankruptcy proceeding, including the reduction of the
amount of the Monthly Payment on the related Loan.
Special Hazard Losses incurred on a Loan in excess of the Special Hazard
Coverage, Fraud Losses incurred on a Loan in excess of the Fraud Coverage and
Bankruptcy Losses incurred on a Loan in excess of the Bankruptcy Coverage will
be allocated to the outstanding class or classes of
S-31
<PAGE>
<PAGE>
Senior certificates and components of the Class A-5 certificates and to the
Subordinate certificates by Pro Rata Allocation.
Special Hazard Coverage, Fraud Coverage or Bankruptcy Coverage may also be
reduced upon written confirmation from the Rating Agencies that such reduction
will not adversely affect the then current ratings assigned to the offered
certificates by the Rating Agencies. Such a reduction, in the event of Special
Hazard Losses, Fraud Losses or Bankruptcy Losses on the Loans, could adversely
affect the level of protection afforded the Senior certificates by subordination
of the Subordinate certificates or the level of protection afforded the Senior
Subordinate certificates by subordination of the Junior Subordinate
certificates.
THE CLASS R CERTIFICATE
The Class R certificate will be comprised of two Components: Component R-1
and Component R-2. Component R-1 represents the residual interest in REMIC I and
Component R-2 represents the residual interest in REMIC II.
On each distribution date, in addition to payments of interest and
principal to the Class R certificate described in this prospectus supplement,
the Trustee will distribute any amounts remaining (which are expected to be
zero) in the Certificate Account from the Available Distribution Amount after
distributions of interest and principal on the certificates and payment of
expenses, if any, of REMIC II to the Class R certificateholders, together with
Excess Liquidation Proceeds, if any. Distributions of such remaining amounts
(but not the Excess Liquidation Proceeds) to the Class R certificateholders will
be subordinate to all payments required to be made with respect to the other
offered certificates on any distribution date.
Any amounts remaining in the Certificate Account upon reduction of the
aggregate certificate principal balance of the certificate to zero, payment of
any outstanding expenses and termination of REMIC II will be distributable to
the Class R Certificateholder. Such remaining assets are expected to be minimal.
See ' -- Optional Termination'.
LAST SCHEDULED DISTRIBUTION DATE
The last scheduled distribution date for the Senior and Subordinate
certificates is the distribution date in May 2029, which is the distribution
date occurring in the month after the scheduled maturity date for the latest
maturing Loan.
The actual last distribution date on any class of certificates will depend
on the rate of payments of principal on the Loans which, in turn, may be
influenced by a variety of economic, geographic and social factors, as well as
the level of prevailing interest rates. No assurance can be given as to the
actual payment experience with respect to the Loans.
OPTIONAL TERMINATION
On any distribution date after the first date on which the aggregate
outstanding principal balance of the Loans is less than 10% of the aggregate
principal balance of the Loans as of the Cut-Off Date, the Depositor may
repurchase the Loans and all property acquired in respect of any Loan remaining
in REMIC I, and thereby, effect the termination of REMIC I and REMIC II and the
retirement of the certificates. The repurchase price will equal, after
deductions of related advances by the Servicer, the sum of (1) 100% of the
aggregate outstanding principal balance of such Loans (other than Liquidated
Loans), plus accrued interest thereon at the applicable Pass-Through Rates
through the last day of the month of such repurchase, less any Bankruptcy Losses
realized with respect to the Loans not already allocated to the certificates,
and (2) the fair market value of all other property. The Trustee will treat the
proceeds of such repurchase as a prepayment of the Loans for purposes of
distributions to certificateholders. Accordingly, an optional termination of
REMIC II will cause the outstanding principal balance of the certificates to be
paid in full through the distribution of such proceeds and the allocation of the
associated Realized Losses, if any, on each mortgaged property in REMIC I having
a fair market value less than the aggregate principal balance
S-32
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of the related Loan as of the time that REMIC I acquired such mortgaged
property. Upon payment in full of the certificates, the Trustee will terminate
REMIC I and REMIC II. In no event will either REMIC I or REMIC II continue
beyond the expiration of 21 years from the death of the survivor of certain
persons identified in the Pooling and Servicing Agreement. See 'Description of
Certificates -- Termination' in the prospectus.
SERVICING
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
The Loans will be serviced by LaSalle Home Mortgage Corporation (also
referred to as the Servicer) pursuant to the Pooling and Servicing Agreement.
The Servicer is an Illinois corporation.
The executive offices of the Servicer are located at 4242 North Harlem
Avenue, Norridge, IL 60634, telephone number (708) 456-0400.
At December 31, 1998 the Servicer provided servicing for approximately
$13.87 billion aggregate principal amount of one- to four-unit mortgage loans,
substantially all of which are being serviced for third parties.
The following table summarizes the delinquency and foreclosure experience,
respectively, as of December 31, 1995, 1996, 1997 and 1998, on approximately
$12.59 billion, $13.88 billion, $14.35 billion and $13.87 billion, respectively,
in outstanding principal balances of one- to four-unit mortgage loans serviced
by the Servicer.
ONE- TO FOUR-UNIT RESIDENTIAL LOANS
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------------------
1995 1996 1997 1998
----- ----- ----- -----
<S> <C> <C> <C> <C>
Delinquent Loans at Period End(1):
30 to 59 days.......................................................... 2.28% 2.46% 2.36% 2.35%
60 to 89 days.......................................................... 0.38% 0.47% 0.44% 0.49%
90 to 119 days......................................................... 0.13% 0.12% 0.12% 0.16%
120 days or more....................................................... 0.12% 0.10% 0.06% 0.17%
----- ----- ----- -----
Total Delinquencies............................................... 2.91% 3.15% 2.98% 3.17%
Foreclosures........................................................... 0.30% 0.43% 0.38% 0.35%
----- ----- ----- -----
Total Delinquencies and Foreclosures................................... 3.21% 3.58% 3.36% 3.52%
----- ----- ----- -----
----- ----- ----- -----
</TABLE>
- ------------
(1) as a percentage of the total number of loans serviced.
There can be no assurance that the delinquency and foreclosure experience
with respect to the Loans comprising the Mortgage Pool will correspond to the
delinquency and foreclosure experience of the Servicer's mortgage portfolio set
forth in the foregoing table. Indeed, the statistics shown above represent the
delinquency and foreclosure experience for the total one- to four-unit
residential mortgage portfolios for each of the years presented, whereas the
aggregate delinquency and foreclosure experience on the Loans will depend on the
results obtained over the life of the Mortgage Pool. In addition, the foregoing
statistics include mortgage loans with a variety of payment and other
characteristics that may not correspond to those of the Loans. Moreover, if the
one-to four-unit real estate market should experience an overall decline in
property values such that the principal balances of the Loans comprising the
Mortgage Pool become equal to or greater than the value of the related mortgaged
properties, the actual rates of delinquencies and foreclosures could be
significantly higher than those previously experienced by the Servicer. In
addition, adverse economic conditions (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 Loans and, accordingly, the rates of
delinquencies, foreclosures, bankruptcies and losses with respect to the
Mortgage Pool. To the extent that such losses are not covered by subordination
provisions or shifting interest credit
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<PAGE>
<PAGE>
enhancement described in this prospectus supplement, such losses will be borne,
at least in part, by the holders of the Senior certificates. See 'Description of
the Certificates' in this prospectus supplement and in the prospectus.
The Servicer will receive a servicing fee for its services as Servicer
under the Pooling and Servicing Agreement. The Servicer will retain as its
servicing fee an amount which will be calculated monthly as a per annum
percentage for each Loan equal to 0.2500% of the outstanding principal balance
of such Loan. The Servicer will pay fees to the Trustee equal to 0.0125% of the
servicing fee it receives.
In addition, the Servicer is obligated to remit to the Certificate Account
on the day before each distribution date with respect to the Loans an amount
equal to the lesser of:
(a) any shortfall for the related month of interest collections
resulting from the timing of prepayments in full on the related
Loans made during the related Prepayment Period; and
(b) the sum of (i) one-twelfth of 0.125% of the aggregate
outstanding principal balance of each Loan on such distribution
date, (ii) any reinvestment income realized by the Servicer
during the related Prepayment Period relating to prepayments in
full on the related Loans made during the related Prepayment
Period and (iii) interest payments on such prepayments in full
received during the related Prepayment Period.
The Servicer will pay all expenses incurred in connection with its
activities as Servicer. The Servicer is entitled to reimbursement for certain
expenses incurred by it in connection with the liquidation of defaulted Loans.
In addition, the Servicer is entitled to reimbursement of expenditures incurred
by it in connection with the restoration of a damaged mortgaged property.
SPECIAL SERVICING AGREEMENTS
The Pooling and Servicing Agreement may permit the Servicer to enter into a
special servicing agreement with an unaffiliated holder of a class of
Subordinate certificates or of a class of securities representing interests in
the Subordinate certificates and/or other subordinated mortgage pass-through
certificates. Pursuant to such agreement, such holder may, among other things,
instruct the Servicer to commence or delay foreclosure proceedings with respect
to delinquent Loans. In such case, such commencement or delay at such holder's
direction will be taken by the Servicer only after such holder deposits a
specified amount of cash with the Servicer. Such cash will be available for
distribution to certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted pursuant to its normal servicing
procedures.
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<PAGE>
PREPAYMENT AND YIELD CONSIDERATIONS
GENERAL
The yield to maturity of each class of certificates will depend upon, among
other things, the price at which such certificates are purchased, the applicable
interest rate, the actual characteristics of the Loans, the rate of principal
payments (including Principal Prepayments) on the Loans and the rate of
liquidations on the Loans. The yield to maturity to holders of the certificates
will be lower than the yield to maturity otherwise produced by the applicable
interest rate and purchase price of such certificates, because principal and
interest distributions will not be payable to such certificateholders until the
25th day of the month following the month of accrual (without any additional
distribution of interest or earnings thereon with respect to such delay).
PRINCIPAL PREPAYMENTS AND COMPENSATING INTEREST
When a mortgagor prepays a Loan in full between Due Dates for such Loan,
the mortgagor pays interest on the amount prepaid only to the date of
prepayment, instead of for the entire month. Also, when a partial principal
prepayment is made on a Loan together with the scheduled Monthly Payment for a
month on or after the related Due Date, the principal balance of the Loan is
reduced by the amount of the partial principal prepayment as of such Due Date.
However, the additional principal is not distributed to related
certificateholders until the distribution date in the next month. Therefore, one
month of interest shortfall accrues on the amount of such partial principal
prepayment.
The Servicer will pass through compensating interest to the related
certificateholders to the limited extent and in the manner set forth below to
reduce the adverse effect on certificateholders from the deficiency in interest
payable as a result of a prepayment in full on a Loan between its Due Dates. The
Servicer is obligated to remit to the Certificate Account on the day before each
distribution date, with respect to the Loans, an amount equal to the lesser of
(a) any shortfall for the related month in interest collections resulting from
the timing of prepayments in full on the related Loans made during the calendar
month preceding such distribution date and (b) one-twelfth of 0.125% of the
aggregate outstanding principal balance of the related Loans on such
distribution date, any reinvestment income realized by the Servicer during the
related Prepayment Period relating to prepayments in full on the related Loans
made during the related Prepayment Period and interest payments on such
prepayments in full received during the related Prepayment Period. Full
principal prepayments of any Loans received during the period from the first day
through the last day of any month will be passed through on the distribution
date in the following month. The Servicer will pass through such compensating
interest to related certificateholders with respect to such period to provide
for a full month's interest payment with respect to the prior month. No
compensating interest or other payment will be made by the Servicer with respect
to interest shortfalls due to partial principal prepayments.
To the extent that the amount allocated to pay compensating interest is
insufficient to cover the deficiency in interest payable as a result of a full
or partial principal prepayment on a Loan, such remaining deficiency will be
allocated to the certificates pro rata according to the amount of interest to
which each related class of certificates would otherwise be entitled in
reduction thereof.
THE SUBORDINATE CERTIFICATES
The weighted average life of, and the yield to maturity on, the Subordinate
certificates, in decreasing order of their priority of distributions, will be
progressively more sensitive to the rate and timing of mortgagor defaults and
the severity of ensuing losses on the Loans. If the actual rate and severity of
losses on the Loans is higher than those assumed by a holder of a Subordinate
certificate, the actual yield to maturity of such certificate may be lower than
the yield expected by such holder based on such assumption. The timing of losses
on the 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 Loans are
consistent with such investor's expectations. In general, the earlier a loss
occurs, the greater the effect on an investor's yield to maturity. Losses on the
Loans will reduce the class
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<PAGE>
certificate balance of the Subordinate certificates to the extent of any losses
allocated thereto without the receipt of cash attributable to such reduction.
See 'Description of the Certificates -- Allocation of Losses'. As a result of
such reductions, less interest will accrue on such classes of Subordinate
certificates than otherwise would be the case. The yield to maturity of the
Subordinate certificates will also be affected by disproportionate allocations
of principal prepayments to the Senior certificates, net interest shortfalls and
other cash shortfalls in Available Funds. See 'Description of the
Certificates -- Allocation of Losses'.
RATE OF PAYMENTS
The rate of principal payments on the certificates entitled to receive
principal generally is directly related to the rate of principal payments on the
Loans, which may be in the form of scheduled payments or Principal Prepayments.
See 'Risk Factors' in this prospectus supplement and 'Yield Considerations' in
the prospectus. Mortgagors may prepay the Loans at any time without penalty. A
higher-than-anticipated rate of Principal Prepayments would reduce the aggregate
principal balance of the Loans more quickly than expected. As a consequence,
aggregate interest payments with respect to the Loans would be substantially
less than expected; therefore, a higher rate of Principal Prepayments could
result in a lower-than-expected yield to maturity on each related class of
certificates purchased at a premium, and in certain circumstances such investors
may not fully recoup their initial investments. Conversely, a
lower-than-anticipated rate of Principal Prepayments would reduce the return to
investors on any related classes of certificates purchased at a discount, in
that principal payments with respect to the Loans would occur later than
anticipated. There can be no assurance that certificateholders will be able to
reinvest amounts received with respect to the certificates at a rate which is
comparable to the applicable interest rate. Investors should fully consider all
of the associated risks.
SPECIAL SENSITIVITIES
The yield to maturity on Component A-5-5 of the Class A-5 certificates will
be extremely sensitive to the level of Principal Prepayments on certain of the
Loans. The interest payable to Component A-5-5 of the Class A-5 certificates is
based on the weighted average of the excess of the Pass-Through Rate for each
Premium Loan over 6.75%. Therefore, the yield to maturity on the Class A-5
certificates to the extent of Component A-5-5 will be adversely affected as a
result of faster-than-expected Principal Prepayments on the Premium Loans.
Prospective investors should fully consider the risks associated with an
investment in the Class A-5 certificates to the extent of Component A-5-5,
including the possibility that if the rate of Principal Prepayments on the
Premium Loans is rapid, such investors may not fully recoup their initial
investments.
The yield to maturity on Component A-5-4 of the Class A-5 certificates will
be extremely sensitive to the level of Principal Prepayments on certain of the
Loans. The principal payable to Component A-5-4 of the Class A-5 certificates is
derived from Discount Loans. Therefore, the yield to maturity on Component A-5-4
of the Class A-5 certificates will be adversely affected by slower-than-expected
prepayments of the Discount Loans.
Because the interest payable on Component A-5-5 of the Class A-5
certificates is based upon only the Premium Loans, and the principal
distributable to Component A-5-4 of the Class A-5 certificates is derived only
from the Discount Loans, it is possible that faster-than-expected Principal
Prepayments on the Premium Loans may occur at the same time as
slower-than-expected Principal Prepayments on the Discount Loans, which would
result in a lower yield to maturity for the Class A-5 certificates to the extent
of Component A-5-5 and Component A-5-4.
IN ADDITION TO THE CONSIDERATIONS SET FORTH ABOVE, INVESTORS IN THE RETAIL
LOTTERY CERTIFICATES SHOULD BE AWARE THAT THESE CERTIFICATES MAY NOT BE AN
APPROPRIATE INVESTMENT FOR ALL PROSPECTIVE INVESTORS. The Retail Lottery
certificates would not be an appropriate investment for any investor requiring a
distribution of a particular amount of principal on a specific date or dates or
an otherwise predictable stream of cash payments. The timing of distributions
may have a significant
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<PAGE>
effect on an investor's yield on these certificates if the certificate is
purchased at a discount or a premium.
Investors in the Retail Lottery certificates also should be aware that
distributions of principal to the Retail Lottery certificates will be allocated
by DTC according to a random lot procedure (except under certain circumstances
as provided herein under 'Description of the Certificates -- Distributions to
the Class A-9 Certificateholders'). Due to this random lot procedure, there can
be no assurance that on any distribution date, any holder of a Retail Lottery
certificate will receive a principal distribution. Thus, the timing of
distributions in reduction of the certificate principal balance with respect to
any particular Retail Lottery certificate, even if a request for distribution
has been made as provided under 'Description of the Certificates -- Principal
Distributions to the Class A-9 Certificateholders,' is highly uncertain and may
be earlier or later than the date that may be desired by the certificateholder.
PREPAYMENT SPEED ASSUMPTION AND MODELING ASSUMPTIONS
Prepayments on mortgage loans are commonly measured relative to a
prepayment standard or model. The prepayment model used in this prospectus
supplement (the 'PREPAYMENT SPEED ASSUMPTION' or 'PSA') assumes that mortgages
will prepay at an annual rate of 0.2% in the first month after origination, that
the prepayment rate increases at an annual rate of 0.2% per month up to the 30th
month after origination and that the prepayment rate is constant at 6% per annum
in the 30th and later months (this assumption is called '100% PSA'). For
example, at 100% PSA, mortgages with a loan age of three months (i.e. mortgages
in their fourth month after origination) are assumed to prepay at an annual rate
of 0.8%. '0% PSA' assumes no prepayments; '50% PSA' assumes prepayment rates
equal to one-half times 100% PSA; '200% PSA' assumes prepayment rates equal to
two times 100% PSA; and so forth. PSA is not a description of historical
prepayment experiences or a prediction of the mortgages' rate of prepayment.
PSA 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 Pool, and there is no assurance that the Loans will prepay at any given
percentage of the PSA. The actual rate of Principal Prepayments on the Loans may
be influenced by a variety of economic, geographic, social and other factors. In
general, if prevailing interest rates fall significantly below the interest
rates on the Loans, the Loans are likely to be subject to higher prepayment
rates than if prevailing rates remain at or above the interest rates on the
Loans. Conversely, if interest rates rise above the interest rates on the Loans,
the rate of prepayment would be expected to decrease. A comparatively low
interest rate environment may result in a higher-than-expected rate of
prepayments on the Loans and an earlier than expected retirement of the
certificates.
The Depositor makes no representation as to the specific factors that will
affect the prepayment of the Loans or the relative importance of such factors.
Factors not identified by the Depositor or discussed in this prospectus
supplement may significantly affect the prepayment rate of the Loans. In
particular, the Depositor makes no representation as to the percentage of the
principal amount of the Loans that will be paid as of any date or as to the
overall rate of prepayment.
The tables set forth in Appendix C have been prepared on the basis of the
characteristics of the Loans that are expected to be included in the Mortgage
Pool, as described under 'Description of the Mortgage Pool.' The tables set
forth in Appendix C have been prepared assuming, among other things, the
following modeling assumptions (collectively, the 'MODELING ASSUMPTIONS'):
scheduled payments on all Loans are received on the first day of each
month beginning May 1, 1999,
any prepayments in full on the Loans are received on the last day of each
month, beginning on April 30, 1999 and include a full month's of interest
thereon,
there are no defaults or delinquencies on the Loans,
optional termination of the REMICs does not occur,
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<PAGE>
there are no partial prepayments on the Loans and prepayments are computed
after giving effect to scheduled payments received on the following day,
the Loans prepay at the indicated constant percentages of PSA,
the date of issuance for the certificates is April 28, 1999,
cash distributions are received by the certificateholder, on the 25th day
of each month when due, and
the scheduled monthly payments for each Loan are computed based upon its
unpaid principal balance, mortgage interest rate and amortized remaining
term, such that the Loan will fully amortize on its maturity date.
Variations in actual prepayment experience may increase or decrease the
percentages of the original outstanding class principal balances and the
weighted average lives shown in the tables in Appendix C. Such variations may
occur even if the average prepayment experience of all the Loans equals the
indicated percentage of the Prepayment Speed Assumption. There is no assurance,
however, that prepayment of the Loans will conform to any given percentage of
the Prepayment Speed Assumption. The Depositor makes no representation that the
actual rates of prepayments on the Loans, will in any way correspond to any of
the assumptions made in this prospectus supplement.
Based on the foregoing assumptions, the tables in Appendix C indicate the
weighted average lives of the offered certificates and set forth the percentages
of the initial class principal balances of each such class of offered
certificates that would be outstanding after each of the distribution dates
shown at various constant percentages of the Prepayment Speed Assumption.
There are no historical prepayment data available for the Mortgage Pool,
and comparable data is not available because the Loans do not constitute a
representative sample of mortgage loans generally. In addition, historical data
available with respect to mortgage loans underlying mortgage pass-through
certificates issued by the Government National Mortgage Association ( 'GNMA'),
Federal National Mortgage Association ('FNMA') and Federal Home Loan Mortgage
Corporation ('FHLMC') may not be comparable to prepayments expected to be
experienced by the Mortgage Pool because the Loans may have characteristics
which differ from the mortgage loans underlying certificates issued by GNMA,
FNMA and FHLMC.
The Depositor makes no representation that the Loans will prepay in the
manner or at any of the rates assumed above. Each investor must make its own
decision as to the appropriate prepayment assumptions to be used in deciding
whether or not to purchase any of the certificates. Since the rate of principal
payments (including prepayments) with respect to, and repurchases of, the Loans
will significantly affect the yields to maturity on the offered certificates,
prospective investors are urged to consult their investment advisors as to both
the anticipated rate of future principal payments (including prepayments) on the
Loans and the suitability of the certificates to their investment objectives.
YIELD CONSIDERATIONS OF THE INTEREST ONLY COMPONENTS AND PRINCIPAL ONLY
CERTIFICATE AND COMPONENT
The yield to maturity on the Class A-5 certificates to the extent of
Components A-5-4 and A-5-5 will be extremely sensitive to the level of Principal
Prepayments on certain of the Loans as described in 'Prepayment and Yield
Considerations -- Special Sensitivities'.
To illustrate the significance of different rates of prepayment on the
distributions to the Class A-5 and Class A-7 certificates, the following tables
indicate the approximate pre-tax yield to maturity (on a corporate bond
equivalent basis) under the different constant percentages of the PSA indicated.
Because the rate of distribution of interest on the Interest Only components,
and the rate of distribution of principal on the Principal Only component and
Principal Only Certificate will be directly related to the actual amortization
(including prepayments) of the Loans, which will include Loans that have
remaining terms to maturity shorter or longer than those assumed and interest
rates higher or lower than those assumed, the pre-tax yields to maturity on the
Class A-5 and Class A-7
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certificates are likely to differ from those shown in the following tables even
if all the Loans prepay at the indicated constant percentages of the PSA. Any
differences between these assumptions and the actual characteristics and
performance of the Loans and of the certificates may result in yields to
maturity being different from those shown in the tables. Discrepancies between
assumed and actual characteristics and performances underscore the hypothetical
nature of the tables, which are provided only to give a general sense of the
sensitivity of yields to maturity in varying prepayment scenarios. In addition,
it is highly unlikely that the Loans will prepay at a constant level of the PSA
until maturity or that all of such Loans will prepay at the same rate. The
timing of changes to the rate of Principal Prepayments may significantly affect
the actual yield to maturity to an investor, even if the average rate of
Principal Prepayments is consistent with an investor's expectation. In general,
the earlier a payment of principal of the Loans, the greater the effect on an
investor's yield to maturity. As a result, the effect on an investor's yield to
maturity of Principal Prepayments occurring at a rate higher (or lower) than the
rate anticipated by the investor during the period immediately following the
issuance of the certificates will not be equally offset by a subsequent like
reduction (or increase) in the rate of Principal Prepayments.
In addition, the yield to maturity on the Class A-5 certificates to the
extent of the Interest Only components may be adversely affected if an optional
termination of REMIC II occurs.
The sensitivity tables for the Class A-5 and Class A-7 certificates set
forth below are based on the Modeling Assumptions and assume further that the
certificates are purchased at a price equal to that set forth in the tables plus
accrued interest, if any. There can be no assurance that the Loans will have the
assumed characteristics, will prepay at any of the rates shown in this
prospectus supplement, or that the purchase price of the certificates will be as
assumed or that the pre-tax yields to maturity will correspond to any of the
pre-tax yields shown in this prospectus supplement. In addition to any other
factors an investor may deem material, each investor must make its own decision
as to the appropriate prepayment assumptions to be used in deciding whether or
not to purchase a class of certificates.
The pre-tax yields for the Class A-5 and Class A-7 certificates could
differ significantly from those shown in the tables below if the Loans were to
prepay at a different rate than shown.
SENSITIVITY OF PRE-TAX YIELD TO MATURITY OF THE CLASS A-5 CERTIFICATES TO
PRINCIPAL PREPAYMENTS AT AN ASSUMED PURCHASE PRICE OF 102%
<TABLE>
<CAPTION>
PERCENTAGE OF THE PSA
------------------------------------------------------
0% 125% 250% 375% 500% 750%
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Pre-Tax Yield.................. 7.49 7.29 7.37 7.38 7.66 8.35
</TABLE>
SENSITIVITY OF PRE-TAX YIELD TO MATURITY OF THE CLASS A-7 CERTIFICATES TO
PRINCIPAL PREPAYMENTS AT AN ASSUMED PURCHASE PRICE OF 50%
<TABLE>
<CAPTION>
PERCENTAGE OF THE PSA
----------------------------------------------
0% 125% 250% 375% 500%
---- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C>
Pre-Tax Yield........................... 2.36 2.59 3.48 43.78 70.21
</TABLE>
The pre-tax yields to maturity set forth in the preceding tables were
calculated by determining the monthly discount rates (whether positive or
negative) which, when applied to the assumed streams of cash flows to be paid on
the Class A-5 and Class A-7 certificates, would cause the discounted present
values of such assumed streams of cash flows to equal the assumed purchase
price, including accrued interest. These monthly discount rates were converted
to corporate bond equivalent rates, which are higher than the monthly discount
rates because they are based on semiannual compounding. These yields to maturity
do not take into account the different interest rates at which investors may be
able to reinvest funds received by them as distributions on the certificates and
thus do not reflect the return on any investment in the Class A-5 and Class A-7
certificates when any reinvestment rates other than the discount rates are
considered.
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There are no historical prepayment data available for the Mortgage Pool,
and comparable data are not available because the Loans do not constitute a
representative sample of mortgage loans generally. In addition, historical data
available with respect to mortgage loans underlying mortgage pass-through
certificates issued by GNMA, FNMA and FHLMC may not be comparable to prepayments
expected to be experienced by the Mortgage Pool because the Loans may have
characteristics which differ from the mortgage loans underlying certificates
issued by GNMA, FNMA and FHLMC.
The Depositor makes no representation that the Loans will prepay in the
manner or at any of the rates assumed above. Each investor must make its own
decision as to the appropriate prepayment assumptions to be used in deciding
whether or not to purchase any of the certificates. Since the rate of principal
payments (including prepayments) with respect to, and repurchases of, the Loans
will significantly affect the yields to maturity on the offered certificates,
prospective investors are urged to consult their investment advisors as to both
the anticipated rate of future principal payments (including prepayments) on the
Loans and the suitability of the certificates to their investment objectives.
ADDITIONAL YIELD CONSIDERATIONS APPLICABLE SOLELY TO THE CLASS R CERTIFICATE
Holders of interests in the Class R certificate may have tax liabilities
with respect to their certificates during the early years of the REMICs' term
that substantially exceed any distributions payable thereon during any such
period. In addition, holders of interests in the Class R certificate may have
tax liabilities with respect to their certificates, the present value of which
substantially exceeds the present value of distributions payable thereon and of
any tax benefits that may arise with respect thereto. Accordingly, the after-tax
rate of return on the Class R certificate may be negative or may otherwise be
significantly adversely affected. The timing and amount of taxable income
attributable to the Class R certificate will depend on, among other things, the
timing and amounts of prepayments and losses experienced with respect to the
Mortgage Pool.
The Class R certificateholders should consult their own tax advisors as to
the effect of taxes and the receipt of any payments made to such holders in
connection with the acquisition of interests in the Class R certificate on
after-tax rates of return on the Class R certificate. See 'Certain Federal
Income Tax Consequences' in this prospectus supplement and in the prospectus.
ADDITIONAL INFORMATION
The Depositor intends to file with the Securities and Exchange Commission
certain additional yield tables and other computational materials with respect
to one or more classes of the offered certificates on a Current Report on Form
8-K. Lehman Brothers Inc. prepared such tables and materials at the request of
certain prospective investors, based on assumptions provided by, and satisfying
the special requirements of, such prospective investors. Such tables and
materials are preliminary in nature, and the information contained therein is
subject to, and superseded by, the information in this prospectus supplement.
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS UNDER CALIFORNIA LAW
As of the Cut-Off Date, approximately 48.08% of the initial principal
balance of the Loans are secured by liens on mortgaged properties located in
California. The following discussion contains a general summary of legal aspects
of Loans secured by residential properties in California. The summary does not
purport to be complete nor does the summary reflect the laws of any other state.
The summary relates only to the topics covered and is qualified in its entirety
by reference to the applicable state laws being discussed. See also 'Certain
Legal Aspects of the Mortgage Loans' in the prospectus.
Mortgage loans in California are generally secured by deeds of trust.
Provided the deed of trust contains a private power of sale, a lender may
foreclose either non-judicially or judicially. Most lenders choose non-judicial
foreclosure because the process typically may be completed within a
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<PAGE>
much shorter time frame; however, a lender is barred from obtaining a deficiency
judgment after a non-judicial foreclosure. If the lender opts for judicial
foreclosure, an application for a deficiency judgment must be filed with the
court within three months of the foreclosure sale. A deficiency judgment may not
exceed the difference between the indebtedness and the fair value of the
property, as determined by the court. Unless the lender waives the right to a
deficiency judgment, the borrower has a right to redeem the property following a
judicial foreclosure sale for a period of three months from the date of sale if
the proceeds from the sale were sufficient to satisfy the debt, or for a period
of one year if the proceeds were insufficient to satisfy the debt. Junior
lienholders do not have a right to redeem the property following a judicial
foreclosure sale unless the junior lien was created before July 1, 1983.
California's form of the 'one action rule' requires the lender to look first to
the property for satisfaction of the debt if the lender wants to pursue a
deficiency judgment. In general, a lender who takes any action to enforce the
debt other than judicial or non-judicial foreclosure violates the one-action
rule and may be deemed to have waived its security for the indebtedness and, in
some cases, may be prevented from collecting the indebtedness altogether.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The Depositor will cause an election to be made to treat each of REMIC I
and REMIC II as a REMIC for federal income tax purposes. The certificates issued
by REMIC II, other than the Class R certificate, will be designated as REMIC
regular interests. As REMIC regular interests, such certificates will generally
be treated as debt of REMIC II for federal income tax purposes.
Certificateholders will be required to include in income all interest and
original issue discount ('OID') on such certificates in accordance with the
accrual method of accounting regardless of the certificateholders' usual methods
of accounting. For federal income tax purposes, the Class R certificate will
represent beneficial ownership of two residual interests, each of which will
constitute the sole class of residual interests in each of REMIC I and REMIC II.
Upon the issuance of the certificates, Mayer, Brown & Platt will deliver
its opinion generally to the effect that, assuming compliance with the Pooling
and Servicing Agreement, (1) REMIC I and REMIC II each will be treated as a
REMIC within the meaning of the REMIC provisions of the Internal Revenue Code,
(2) the certificates (other than the Class R certificate) will represent regular
interests in REMIC II and (3) Component R-1 of the Class R certificate will be
the sole class of residual interests in REMIC I and Component R-2 of the Class R
certificate will be the sole class of residual interests in REMIC II.
The Class A-5, A-6 and A-7 certificates will (and certain other offered
certificate classes may) be issued with OID. The prepayment assumption that will
be used in determining the rate of accrual of OID, and market discount or
premium, if any, for federal income tax purposes is 250% of the PSA as described
in this prospectus supplement under 'Prepayment and Yield Considerations'. No
representation is made that the Loans will prepay at any given percentage of the
PSA.
It is not entirely clear how income should be accrued with respect to the
Interest Only components of the Class A-5 certificates, the payments on which
consist of interest on notional principal amounts. However, the most reasonable
interpretation would be to treat all of the income attributable to such payments
as constituting OID, and this is the position which will be taken by REMIC II.
Among other possibilities, the IRS could assert that the Interest Only
components of the Class A-5 certificates should instead be taxable under certain
regulation provisions governing debt issued with contingent payments.
The Internal Revenue Service (the 'IRS') has issued regulations (the 'OID
REGULATIONS') under sections 1271 to 1275 of the Internal Revenue Code of 1986
(the 'CODE') generally addressing the treatment of debt instruments issued with
original issue discount. The OID Regulations suggest that original issue
discount with respect to securities such as the Class A-5 certificates that
represent multiple uncertificated REMIC regular interests, in which ownership
interests will be issued simultaneously to the same buyer, should be computed on
an aggregate method. In the absence of further guidance from the IRS, original
issue discount with respect to the uncertificated regular interests represented
by the Class A-5 certificates will be reported to the IRS and the
certificateholders on an aggregate method based on a single overall constant
yield and the
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prepayment assumption stated above, treating all such uncertificated regular
interests as a single debt instrument as set forth in the OID Regulations.
If actual prepayments differ sufficiently from the prepayment assumption,
the calculation of OID for certain offered certificates might produce a negative
number for certain accrual periods. In such event, certificateholders will not
be entitled to a deduction for such amount, but will be required to carry such
amount forward as an offset to OID, if any, accruing in future accrual periods.
Certain classes of certificates may be treated for federal income tax
purposes as having been issued at a premium. Holders should consult their own
tax advisors regarding the possibility of making an election to amortize any
such premium. See 'Certain Federal Income Tax Consequences -- REMIC -- Taxation
of Owners of Regular Certificates' in the prospectus.
The offered certificates will generally be treated as 'qualifying real
property loans' for mutual savings banks and domestic building and loan
associations, 'loans secured by an interest in real property' for domestic
building and loan associations, and 'real estate assets' for real estate
investment trusts ('REITS') in the same proportion that the assets in the REMICs
would be so treated. In addition, interest on the offered certificates will
generally be treated as 'interest on obligations secured by mortgages on real
property' for REITs to the extent that such offered certificates are treated as
'real estate assets'. See 'Certain Federal Income Tax Consequences --
REMIC -- Characterization of Investments in Certificates' in the prospectus.
NEW WITHHOLDING REGULATIONS
The Treasury Department has issued new regulations (the 'NEW REGULATIONS')
which make certain modifications to the withholding, backup withholding, and
information reporting rules described in the prospectus. The New Regulations
attempt to unify certification requirements and modify reliance standards. The
New Regulations will be effective for payments made after December 31, 1999,
subject to certain transition rules. Prospective investors are urged to consult
their own tax advisors regarding the New Regulations.
SPECIAL TAX CONSIDERATIONS APPLICABLE TO THE RESIDUAL CERTIFICATE
The REMIC Regulations (as defined in 'Certain Federal Income Tax
Consequences' in the prospectus) impose restrictions on the transfer or
acquisition of certain residual interests, including the Class R certificate. In
addition, the REMIC Regulations contain restrictions that apply to the transfer
of 'noneconomic' residual interests to United States persons. Pursuant to the
Pooling and Servicing Agreement, the Class R certificate may not be transferred
to non-United States persons.
The Small Business Job Protection Act of 1996 provides three rules for
determining the effect of 'excess inclusions' attributable to a REMIC residual
interest on the alternative minimum taxable income of the holder of the
interest. First, alternative minimum taxable income for such residual holder is
determined without regard to the special rule that taxable income cannot be less
than excess inclusions. Second, a residual holder's alternative minimum taxable
income for a tax year cannot be less than excess inclusions for the year. Third,
the amount of any alternative minimum tax net operating loss deductions must be
computed without regard to any excess inclusions.
The REMIC Regulations provide that a transfer to a United States person of
'noneconomic' residual interests will be disregarded for all federal income tax
purposes, and that the purported transferor of 'noneconomic' residual interests
will continue to remain liable for any taxes due with respect to the income on
such residual interests, unless 'no significant purpose of the transfer was to
impede the assessment or collection of tax'. The Class R certificate will likely
constitute noneconomic residual interests during all of its term for purposes of
the REMIC Regulations and, accordingly, unless no significant purpose of a
transfer is to impede the assessment or collection tax, transfers of interests
in the Class R certificate will likely be disregarded and purported transferors
will likely remain liable for any taxes due with respect to the income on the
Class R certificate. All transfers of interests in the Class R certificate will
be subject to certain restrictions under the terms of the Pooling and Servicing
Agreement that are intended to reduce the possibility of any such
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transfer being disregarded. See 'Certain Federal Income Tax
Consequences -- REMIC -- Taxation of Owners of Residual Certificates' in the
prospectus.
The Class R certificateholders may be required to report an amount of
taxable income with respect to the early accrual periods that significantly
exceeds the amount of cash distributions received by such Class R
certificateholders with respect to such periods. Consequently, the Class R
certificateholders should have other sources of funds sufficient to pay any
federal income taxes due in the early years as a result of their ownership of
interests in such Class R certificate. In addition, the required inclusion of
this amount of taxable income during the early accrual periods and the deferral
of corresponding tax losses or deductions until later accrual periods or until
the ultimate sale or disposition of interests in the Class R certificate (or
possibly later under the 'wash sale' rules of Section 1091 of the Code) may
cause the Class R certificateholders' after-tax rate of return to be zero or
negative even if the Class R certificateholders' pre-tax rate of return is
positive. That is, on a present value basis, the Class R certificateholders'
resulting tax liabilities could substantially exceed the sum of any tax benefits
and the amount of any cash distributions on such Class R certificate over its
life.
As discussed above and in the prospectus, the rules for accrual of original
issue discount with respect to certain classes of certificates are subject to
significant complexity and uncertainty. Because original issue discount on
certain certificates will be deducted in determining REMIC taxable income, any
changes required by the Internal Revenue Service in the application of those
rules to such certificates may significantly affect the timing of the REMIC's
original issue discount deductions and therefore the amount of taxable income
allocable to holders of interests in the Class R certificate.
Purchasers of interests in the Class R certificate are strongly advised to
consult their own tax advisors as to the economic and tax consequences of an
investment in such certificate.
An individual, trust or estate that holds (whether directly or indirectly
through certain pass-through entities) an interest in the Class R certificate
may have significant additional gross income with respect to, but may be subject
to limitations on the deductibility of, servicing and trustee's fees and other
administrative expenses properly allocable to the related REMIC in computing
such certificateholder's regular tax liability and will not be able to deduct
such fees or expenses to any extent in computing such certificateholder's
alternative minimum tax liability. Such expenses will be allocated for federal
income tax information reporting purposes entirely to the Class R certificate.
See 'Certain Federal Income Tax Consequences -- REMIC -- Taxation of Owners of
Residual Certificates and Pass-Through of Miscellaneous Itemized Deductions' in
the prospectus.
For further information regarding the federal income tax consequences of
investing in the Class R certificate, see 'Prepayment and Yield Considerations
Additional Yield Considerations Applicable Solely to the Class R Certificate' in
this prospectus supplement and 'Certain Federal Income Tax
Consequences -- REMIC -- Taxation of Owners of Residual Certificates' in the
prospectus.
YEAR 2000 PROJECT
STATE OF READINESS
The Depositor and the Servicer are part of ABN AMRO Bank N.V.'s U.S.
operations, which are managed by ABN AMRO North America, Inc. ('AANA'). AANA
began addressing the year 2000 problem in 1996 by assembling a corporate project
team to develop a year 2000 readiness program for ABN AMRO entities within North
America. The project team is comprised of AANA business leaders and is assisted
by outside consulting firms and contract personnel who are experts in the area
of year 2000 readiness.
The project team's efforts are generally divided into four phases:
awareness, assessment, renovation and validation. The project team has completed
the initial awareness phase. At present, all AANA staff are aware of the year
2000 problem and its potential impact to their business units and the
organization as a whole. The effort to improve management and staff
understanding of the
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problem will continue throughout the life of the project. In addition, the
project team has initiated efforts to continue to improve awareness of the year
2000 problem among all of AANA's customers and business partners by coordinating
mass mailings and responding to customer requests for information.
The assessment phase of the year 2000 project is complete. The project team
has surveyed and documented its year 2000 readiness requirements, and has
prepared a project plan that addresses remediation, renovation, replacement,
upgrade or obsolescence of current systems. At present, the project team has
estimated and scheduled all efforts of renovation, testing, certification and
implementation.
The renovation phase of the year 2000 project is substantially complete.
The project team expects to have all internal 'mission critical' systems and
applications in place and fully tested by June 30, 1999 to allow sufficient time
in 1999 for any necessary system refinements.
The project team has also launched the validation phase of the year 2000
project by developing a comprehensive plan to validate the readiness of all of
the systems utilized by ABN AMRO entities in North America for the year 2000.
The project team has already validated most of the systems as ready for the year
2000 and has returned them to mainstream processing.
In addition, to address potential disruptions in business due to year 2000
issues, AANA has developed a general year 2000 business continuity planning
process for all ABN AMRO entities in North America. By June 30, 1999, AANA
expects to complete business unit specific year 2000 contingency plans for all
ABN AMRO entities in North America.
The Trustee, which is not an ABN AMRO affiliate and therefore not subject
to ABN AMRO's year 2000 project, has advised the Depositor that it is committed
to either (i) implementing modifications to its existing systems to the extent
required to cause them to be year 2000 ready or (ii) acquiring computer systems
that are year 2000 ready, in each case prior to January 1, 2000. However,
neither the Depositor nor the Servicer has made any independent investigation of
the computer systems of the Trustee.
RISKS
Although the project team for the ABN AMRO entities in North America
expects its year 2000 remediation efforts to be fully completed, validated and
implemented well before the year 2000, there can be no assurance that these
efforts will be completed on time, or that they will fully remediate all
problems associated with the year 2000. In addition, there can be no assurance
that the Trustee, or unaffiliated businesses and entities who provide services
to the Depositor, the Servicer or the Trustee, will adequately address year 2000
issues.
If the Servicer, the Trustee or any of their respective vendors or third
party service providers are not year 2000 ready, the ability of the Servicer to
service the Loans, and the ability of the Trustee to make timely distributions
and required reports to Certificateholders, may be materially and adversely
affected.
Certain statements made in this section regarding the likelihood of the
Servicer, the Depositor and the Trustee successfully addressing problems
associated with the year 2000 constitute forward-looking statements as defined
in Section 27A(i)(1) of the Securities Act. Generally, all statements in this
section that are not statements of historical fact are forward-looking
statements. Because forward-looking statements involve risks and uncertainties,
there are important factors that could cause actual results to differ materially
from those express or implied by such forward-looking statements. These factors
include the ability of the Servicer, the Depositor and the Trustee to
successfully identify systems and components that may pose year 2000 issues, the
nature and the amount of programming required to correct such systems and
components, the ability of third party consultants and service providers to
timely complete portions of the Depositor's, the Servicer's and the Trustee's
year 2000 remediation plans, and the ability of the business partners of the
Trustee, the Depositor and the Servicer to successfully address their year 2000
issues.
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CERTAIN LEGAL INVESTMENT ASPECTS
As of the date of their issuance, the offered certificates, other than the
Class B-1 and Class B-2 certificates, will constitute 'mortgage-related
securities' for purposes of the Secondary Mortgage Market Enhancement Act of
1984 ('SMMEA'), and as such 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 whose authorized investments are subject to state regulation to the same
extent that, under applicable law, obligations issued by or guaranteed as to
principal and interest by the United States or any agency or instrumentality
thereof constitute legal investments for such entities. Under SMMEA, if a state
enacted legislation before October 4, 1991 specifically limiting the legal
investment authority of any of such entities with respect to 'mortgage-related
securities', the offered certificates, other than the Class B-1 and Class B-2
certificates, will constitute legal investments for entities subject to such
legislation only to the extent provided therein. Certain states have enacted
such legislation. Investors should consult their own legal advisors in
determining whether and to what extent the offered certificates constitute legal
investments for such investors.
SMMEA also amended the legal investment authority of federally chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal with the offered
certificates, other than the Class B-1 and Class B-2 certificates, without
limitation as to the percentage of their assets represented thereby; federal
credit unions may invest in the offered certificates, other than the Class B-1
and Class B-2 certificates and national banks may purchase the offered
certificates, other than the Class B-1 and Class B-2 certificates, for their own
accounts without regard to the limitations generally applicable to investment
securities set forth in 12 U.S.C. 24 (Seventh); in each case subject to such
regulations as the applicable federal regulatory authority may prescribe.
Institutions whose investment activities are subject to review by certain
regulatory authorities hereafter may be or may become subject to restrictions on
investment in the offered certificates, and such restrictions may be
retroactively imposed. The Federal Financial Institutions Examination Council,
the Federal Deposit Insurance Corporation, the Office of the Comptroller of the
Currency, the Board of Governors of the Federal Reserve System, the Office of
Thrift Supervision ('OTS') and the National Credit Union Administration ('NCUA')
have adopted guidelines, and have proposed policies, regarding the suitability
of investments in various types of derivative mortgage-backed securities,
including securities such as the offered certificates.
For example, on April 23, 1998, the Federal Financial Institutions
Examination Council issued a revised supervisory policy statement (the '1998
POLICY STATEMENT') applicable to all depository institutions, setting forth
guidelines for investments in 'high-risk mortgage securities.' The 1998 Policy
Statement has been adopted by the Federal Reserve Board, the Office of the
Comptroller of the Currency, the Federal Deposit Insurance Corporation, the NCUA
and the OTS with an effective date of May 26, 1998. The 1998 Policy Statement
rescinds a 1992 policy statement that had required, prior to purchase, a
depository institution to determine whether a mortgage derivative product that
it is considering acquiring is high-risk, and, if so, that the proposed
acquisition would reduce the institution's overall interest rate risk. The 1998
Policy Statement eliminates former constraints on investing in certain
'high-risk' mortgage derivative products and substitutes broader guidelines for
evaluating and monitoring investment risk.
On January 1, 1999, OTS Thrift Bulletin 13a, entitled 'Management of
Interest Rate Risk, Investment Securities, and Derivatives Activities' ('TB
13A'), which is applicable to thrift institutions regulated by the OTS became
effective. One of the primary purposes of TB 13a is to require thrift
institutions, prior to taking any investment position, to (i) conduct a
pre-purchase portfolio sensitivity analysis for any 'significant transaction'
involving securities or financial derivatives, and (ii) conduct a pre-purchase
price sensitivity analysis of any 'complex security' or financial derivative.
For the purposes of TB 13a, a 'complex security' includes among other things any
collateralized mortgage obligation or real estate mortgage investment conduit
security, other than any 'plain vanilla' mortgage pass-through security (that
is, securities that are part of a single class
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of securities in the related pool that are non-callable and do not have any
special features). Accordingly, all classes of the offered certificates would
likely be viewed as 'complex securities'. The OTS recommends that while a thrift
institution should conduct its own in-house pre-acquisition analysis, it may
rely on an analysis conducted by an independent third-party so long as
management understands the analysis and its key assumptions. Further, TB 13a
recommends that the use of 'complex securities with high price sensitivity' be
limited to transactions and strategies that lower a thrift institution's
portfolio interest rate risk. TB 13a warns that investment in complex securities
by thrift institutions that do not have adequate risk measurement, monitoring
and control systems may be viewed by OTS examiners as an unsafe and unsound
practice.
In addition, the NCUA has issued regulations governing federal credit union
investments which prohibit investment in certain specified types of securities,
which may include certain classes of certificates.
In addition, several states have adopted or are considering regulations
that would prohibit regulated institutions subject to their jurisdiction from
holding mortgage-backed securities such as the offered certificates, including
such securities previously purchased. Investors should consult their own legal
advisors in determining whether and to what extent the offered certificates
constitute legal investments for such investors.
There may be other restrictions on the ability of certain investors,
including depository institutions, either to purchase the offered certificates
or to purchase the offered 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 offered certificates
constitute legal investments for such investors.
ERISA CONSIDERATIONS
Any fiduciary of an employee benefit plan or other benefit plan or
arrangement which is subject to the Employee Retirement Income Security Act of
1974, as amended ('ERISA'), or Section 4975 of the Code (each, a 'PLAN'), or
other person that proposes to use 'plan assets' of any Plan to acquire any
offered certificates should consult with its counsel with respect to the
potential consequences under ERISA and Section 4975 of the Code of the
acquisition and ownership of such certificates by, on behalf of, or with 'plan
assets' of any Plan. See 'ERISA Considerations' in the prospectus.
UNDERWRITER'S PTE
Lehman Brothers Inc. is the recipient of a final prohibited transaction
exemption, Prohibited Transaction Exemption 91-14, 56 Fed. Reg. 7,414 (1991) as
amended by Prohibited Transaction Exemption 97-34, 52 Fed. Reg. 39,021 (1997),
(the 'UNDERWRITER'S PTE') which may afford protection from violations under
Sections 406 and 407 of ERISA and Section 4975 of the Code for Plans that
acquire offered certificates (other than the Class A-10 certificates, Senior
Subordinate certificates and the Class R certificate). Exemptive relief is not
available under the Underwriter's PTE for Plans that acquire interests in the
Class A-10 certificates, Senior Subordinate certificates and Class R
certificate, and therefore those certificates are not eligible for purchase by
employee benefit plans or with the assets of employee benefit plans, except as
provided in this 'ERISA CONSIDERATIONS' section under the subheading
'Restrictions on the Class A-10 certificates, Senior Subordinate Certificates
and Residual Certificate' relating to those certificates that are purchased in
reliance upon PTCE 95-60. Plans (or persons using 'plan assets' of any Plan)
that acquire offered certificates (other than the Class A-10 certificates,
Senior Subordinate certificates and the Class R certificate) may be eligible for
exemptive relief under the Underwriter's PTE if the requirements of the
Underwriter's PTE are satisfied, including the following:
(a) the class of such certificates acquired by the Plan is not subordinated
to other classes of certificates with respect to the right to receive payment in
the event of defaults or delinquencies on the underlying Loans;
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(b) the Plan is an 'accredited investor' (as defined in Rule 501(a)(I) of
Regulation D under the Securities Act of 1933, as amended (the 'ACT'));
(c) the acquisition of such certificates by the Plan is on terms (including
the price paid 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;
(d) the sum of all payments made to and retained by the Underwriters in
connection with the distribution of such certificates represents not more than
reasonable compensation for underwriting such certificates; the sum of all
payments made to and retained by the Depositor pursuant to the sale of the Loans
to REMIC I represents not more than the fair market value of the Loans, and the
sum of all payments made to and retained by the Depositor or any other servicer
represents not more than reasonable compensation for their services under the
Pooling and Servicing Agreement and reimbursement of their reasonable expenses
in connection therewith;
(e) the certificates acquired by the Plan have received a rating at the
time of their acquisition by the Plan from S&P or Fitch that is in the three
highest generic rating categories; and (f) the Trustee is not an affiliate of
any other member of the Restricted Group (as defined below).
The Underwriter's PTE will not provide exemptive relief for certain
transactions prohibited by Section 406(b)(1) and 406(b)(2) of ERISA or Section
4975(c)(1)(E) of the Code that may result from an investment of any 'plan
assets' of any Plan in such certificates if:
(a) the Plan's investment in any class of such certificates exceeds 25% of
the outstanding certificates of that class at the time of acquisition;
(b) 25% or more of the Plan assets with respect to which the investing
fiduciary has discretionary authority or renders investment advice are invested
in certificates evidencing interests in trusts sponsored or containing assets
sold or serviced by the Depositor;
(c) the Plan is sponsored by the Depositor, the Underwriters, the Trustee,
any servicer, the obligor under any credit support mechanism, or any mortgagor
with respect to Loans constituting more than 5% of the aggregate unamortized
principal balance of the Loans on the Closing Date (a 'MAJOR OBLIGOR') or their
affiliates (collectively, the 'RESTRICTED GROUP');
(d) the Plan fiduciary responsible for the decision to invest or any of its
affiliates is a Major Obligor; or
(e) in connection with an acquisition of certificates in the initial
issuance, less than 50% of each class of certificates in which Plans have
invested and less than 50% of the aggregate interests in REMIC I are acquired by
persons independent of members of the Restricted Group.
Whether the conditions of the Underwriter's PTE will be satisfied with
respect to offered certificates of a particular class will depend upon the facts
and circumstances existing at the time the Plan acquires (or 'plan assets' of
the Plan are used to acquire) certificates of that class. Any Plan fiduciary or
other person that proposes to use 'plan assets' of any Plan to acquire such
offered certificates in reliance upon the Underwriter's PTE should determine
whether such acquisition will satisfy all applicable conditions and should
consult with its counsel regarding other factors that may affect the
applicability of the Underwriter's PTE. Each purchaser that purchases a Class A
certificate with the assets of a Plan shall be deemed to represent that each
such Plan qualifies as an 'accredited investor' as defined in Rule 501(a)(1) of
Regulation D under the Securities Act. Purchasers using insurance company
general account assets to effect the purchase of the Class A-10 certificates and
Senior Subordinate certificates should consider the availability of exemptive
relief under Sections I and III of PTCE 95-60. See 'ERISA Considerations' in the
prospectus.
RESTRICTIONS ON THE CLASS A-10 CERTIFICATES, SENIOR SUBORDINATE CERTIFICATES AND
RESIDUAL CERTIFICATE
Transfers of the Class A-10 certificates, Senior Subordinate certificates
and the Class R certificate are restricted to certain transferees. Because such
certificates will not qualify for exemptive relief under the Underwriter's PTE,
purchases of such certificates by, on behalf of, or with 'plan assets' of any
Plan are restricted to only those Plans who represent that they are insurance
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companies using assets of their general account to effect such purchases and
satisfy all the requirements for exemptive relief under Sections I and III of
PTCE 95-60. In addition, so long as the Class A-10 certificates, Senior
Subordinate certificates are book-entry certificates, all purchasers who acquire
such certificates shall be deemed to represent that either: (i) they are not a
'Plan' and are not using 'plan assets' to purchase such certificates or (ii)
they are an insurance company using assets of their general account to effect
such purchase and satisfy all the requirements for exemptive relief under
Sections I and III of PTCE 95-60.
The sale of any certificate to a Plan is in no respect a representation by
the Underwriters that such an investment meets all relevant legal requirements
with respect to investments by Plans generally or any particular Plan or that
such an investment is appropriate for Plans generally or any particular Plan.
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in the Underwriting
Agreement, the Depositor has agreed to sell to the Underwriters, and the
Underwriters have agreed to purchase, all of the offered certificates. The
aggregate proceeds (excluding accrued interest) to the Depositor from the sale
of the offered certificates, before deducting expenses payable by the Depositor
(which are estimated to be $400,000), will be approximately 99.43% of the
initial aggregate certificate principal balance of the offered certificates.
Under the terms and conditions of the Underwriting Agreement, the Underwriters
are committed to take and pay for all of such offered certificates, if any are
taken. Distribution of such offered 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. The difference between the
purchase price for the offered certificates paid to the Depositor and the
proceeds from the sale of such certificates realized by the Underwriters will
constitute underwriting discounts and commissions. The Underwriters may effect
such transactions by selling the offered certificates to or through dealers, and
such dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Underwriter for whom they act.
The Depositor has agreed to indemnify the Underwriters against certain
civil liabilities, including liabilities under the Act, or to contribute to
payments the Underwriters may be obligated to make in respect thereof.
ABN AMRO Incorporated is an affiliate of the Depositor.
The Underwriters intend to make a market for the purchase and sale of the
offered certificates after their initial issuance but have no obligation to do
so. There is no assurance that such a secondary market will develop or, if it
develops, that it will continue.
LEGAL MATTERS
Certain legal matters will be passed upon for the Depositor by Kirk Flores,
Counsel of the Depositor and by Mayer, Brown & Platt, New York, New York. Mayer,
Brown & Platt will also pass upon certain legal matters for ABN AMRO
Incorporated. Thacher Proffitt & Wood, New York, New York, will pass upon
certain legal matters on behalf of Lehman Brothers Inc.
CERTIFICATE RATINGS
It is a condition to the issuance of the offered certificates that the
Senior certificates each be rated 'AAA' (except for the Class A-5 and Class A-7
certificates, which will be rated 'AAAr') by Standard & Poor's, a division of
the McGraw Hill Companies, Inc. ('S&P') and 'AAA' by Fitch IBCA, Inc. ('FITCH'),
that the Class M certificates be rated not less than 'AA' by Fitch, that the
Class B-1 certificates be rated not less than 'A' by Fitch; and that the Class
B-2 certificates be rated not less than 'BBB' by Fitch.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning Rating
Agency. Each security rating should be evaluated independently of any other
security rating.
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THE RATINGS ASSIGNED BY FITCH TO MORTGAGE PASS-THROUGH CERTIFICATES ADDRESS
THE LIKELIHOOD OF THE RECEIPT BY CERTIFICATEHOLDERS OF ALL DISTRIBUTIONS TO
WHICH SUCH CERTIFICATEHOLDERS ARE ENTITLED. FITCH'S RATINGS ADDRESS THE
STRUCTURAL AND LEGAL ASPECTS ASSOCIATED WITH THE CERTIFICATES, INCLUDING THE
NATURE OF THE UNDERLYING MORTGAGE LOANS. FITCH'S RATINGS ON MORTGAGE PASS-
THROUGH CERTIFICATES DO NOT REPRESENT ANY ASSESSMENT OF THE LIKELIHOOD OR RATE
OF PRINCIPAL PREPAYMENTS. THE RATINGS DO NOT ADDRESS THE POSSIBILITY THAT
CERTIFICATEHOLDERS MIGHT SUFFER A LOWER-THAN-ANTICIPATED YIELD.
S&P'S RATINGS ON MORTGAGE PASS-THROUGH CERTIFICATES ADDRESS THE LIKELIHOOD
OF RECEIPT BY CERTIFICATEHOLDERS OF PAYMENTS REQUIRED UNDER THE OPERATIVE
AGREEMENTS. S&P ASSIGNS THE ADDITIONAL RATING OF 'R' TO HIGHLIGHT CLASSES OF
SECURITIES THAT S&P BELIEVES MAY EXPERIENCE HIGH VOLATILITY OR HIGH VARIABILITY
IN EXPECTED RETURNS DUE TO NON-CREDIT RISKS. S&P'S RATINGS TAKE INTO
CONSIDERATION THE CREDIT QUALITY OF THE MORTGAGE POOL, INCLUDING ANY CREDIT
SUPPORT PROVIDERS, STRUCTURAL AND LEGAL ASPECTS ASSOCIATED WITH THE
CERTIFICATES, AND THE EXTENT TO WHICH THE PAYMENT STREAM OF THE MORTGAGE POOL IS
ADEQUATE TO MAKE PAYMENT REQUIRED UNDER THE CERTIFICATES. S&P'S RATINGS ON
MORTGAGE PASS-THROUGH CERTIFICATES DO NOT, HOWEVER, CONSTITUTE A STATEMENT
REGARDING THE FREQUENCY OF PREPAYMENTS ON THE MORTGAGE LOANS. S&P'S RATINGS DO
NOT ADDRESS THE POSSIBILITY THAT INVESTORS MAY SUFFER A LOWER-THAN-ANTICIPATED
YIELD.
The ratings on the offered certificates address the likelihood of the
receipt by certificateholders of all distributions with respect to the
underlying Loans to which they are entitled. The ratings do not represent any
assessment of the likelihood that the rate of Principal Prepayments by
mortgagors might differ from those originally anticipated. As a result of such
differences in the rate of Principal Prepayments, certificateholders might
suffer a lower-than-anticipated yield to maturity. See 'Risk Factors' and
'Prepayment and Yield Considerations'.
The Depositor has not requested a rating on the offered certificates by any
rating agency other than S&P and Fitch. However, 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 any such other rating agency. A rating on
the offered certificates by another rating agency, if assigned at all, may be
lower than the rating assigned to the offered certificates by S&P and Fitch.
S-49
<PAGE>
<PAGE>
INDEX OF SIGNIFICANT DEFINITIONS
Set forth below is a list of certain of the more significant terms used in
this prospectus supplement and the pages on which the definitions of such terms
may be found.
<TABLE>
<S> <C>
1998 Policy Statement..................... S-45
AANA...................................... S-43
Accretion Directed........................ S-5
Accrual................................... S-5
Act....................................... S-47
Available Distribution Amount............. S-4, S-18
Bankruptcy Coverage....................... S-29
Bankruptcy Losses......................... S-29
Cede...................................... S-16
Code...................................... S-41
Component A-5-1 Notional Amount........... S-20
Component A-5-2 Notional Amount........... S-20
Component A-5-5 Notional Amount........... S-20
Credit Support Depletion Date............. S-20
Debt Service Reduction.................... S-29
Deceased Holder........................... S-20
Deficient Valuations...................... S-29
Definitive Certificates................... S-17
Determination Date........................ S-18
Discount Fraction......................... S-20
Discount Fractional Principal Amount...... S-20
Discount Fractional Principal Shortfall... S-20
Discount Loan............................. S-21
DTC Participants.......................... S-16
DTC Systems............................... S-17
Due Date.................................. S-18
ERISA..................................... S-46
Excess Liquidation Proceeds............... S-19
FHLMC..................................... S-38
FICO Scores............................... S-12
Fitch..................................... S-15, S-48
FNMA...................................... S-38
Fraud Coverage............................ S-29
Fraud Losses.............................. S-30
GNMA...................................... S-38
Indirect DTC Participants................. S-16
Industry.................................. S-17
Interest Accrual Period................... S-20
Interest Only............................. S-4
IRS....................................... S-41
Liquidation Loan.......................... S-21
Liquidation Principal..................... S-21
Liquidation Proceeds...................... S-30
Living Holder............................. S-21
Loans..................................... S-12
Major Obligor............................. S-47
Modeling Assumptions...................... S-37
Mortgage Pool............................. S-12
NCUA...................................... S-45
New Regulations........................... S-42
OID....................................... S-41
OID Regulations........................... S-41
OTS....................................... S-45
PAC....................................... S-5
Pass-Through Rates........................ S-4, S-20
Plan...................................... S-46
Premium Loan.............................. S-20
Prepayment Period......................... S-21
Prepayment Speed Assumption............... S-37
Principal Only............................ S-5
Principal Payment Amount.................. S-21
Principal Prepayment Amount............... S-21
Pro Rata Allocation....................... S-30
PSA....................................... S-37
REITs..................................... S-42
Restricted Group.......................... S-47
Retail Lottery............................ S-5
Rounding Account.......................... S-21
Rules..................................... S-16
S&P....................................... S-15, S-48
Senior Liquidation Amount................. S-21
Senior Percentage......................... S-21
Senior Prepayment Percentage.............. S-21
Senior Principal Amount................... S-22
SMMEA..................................... S-45
Special Hazard Coverage................... S-30
Special Hazard Losses..................... S-30
Subordinate Liquidation Amount............ S-22
Subordinate Percentage.................... S-22
Subordinate Prepayment Percentage......... S-22
Subordinate Principal Amount.............. S-22
Subordinate Principal Prepayment Amount... S-22
Subordination Level....................... S-22
TAC....................................... S-5
TB 13a.................................... S-45
Underwriter's PTE......................... S-46
</TABLE>
S-50
<PAGE>
<PAGE>
APPENDIX A
PLANNED PRINCIPAL BALANCE TABLE*
<TABLE>
<CAPTION>
DISTRIBUTION DATES CLASS A-1 CLASS A-2 CLASS A-3
- ------------------ -------------- -------------- -------------
<S> <C> <C> <C>
Initial Balance................................................. $54,559,000.00 $48,235,000.00 $4,950,000.00
May 25, 1999.................................................... 54,559,000.00 48,235,000.00 4,950,000.00
June 25, 1999................................................... 54,559,000.00 48,235,000.00 4,950,000.00
July 25, 1999................................................... 54,559,000.00 48,235,000.00 4,950,000.00
August 25, 1999................................................. 54,559,000.00 48,235,000.00 4,950,000.00
September 25, 1999.............................................. 54,559,000.00 48,235,000.00 4,950,000.00
October 25, 1999................................................ 54,559,000.00 48,235,000.00 4,950,000.00
November 25, 1999............................................... 54,559,000.00 48,235,000.00 4,950,000.00
December 25, 1999............................................... 54,559,000.00 48,235,000.00 4,950,000.00
January 25, 2000................................................ 54,559,000.00 48,235,000.00 4,950,000.00
February 25, 2000............................................... 54,559,000.00 48,235,000.00 4,950,000.00
March 25, 2000.................................................. 54,559,000.00 48,235,000.00 4,950,000.00
April 25, 2000.................................................. 53,682,481.83 48,235,000.00 4,950,000.00
May 25, 2000.................................................... 52,757,591.90 48,235,000.00 4,950,000.00
June 25, 2000................................................... 51,784,796.53 48,235,000.00 4,950,000.00
July 25, 2000................................................... 50,764,593.04 48,235,000.00 4,950,000.00
August 25, 2000................................................. 49,697,509.36 48,235,000.00 4,950,000.00
September 25, 2000.............................................. 48,584,103.60 48,235,000.00 4,950,000.00
October 25, 2000................................................ 47,424,963.62 48,235,000.00 4,950,000.00
November 25, 2000............................................... 46,220,706.47 48,235,000.00 4,950,000.00
December 25, 2000............................................... 44,971,977.95 48,235,000.00 4,950,000.00
January 25, 2001................................................ 43,679,502.72 48,235,000.00 4,950,000.00
February 25, 2001............................................... 42,343,981.27 48,235,000.00 4,950,000.00
March 25, 2001.................................................. 40,966,288.54 48,235,000.00 4,950,000.00
April 25, 2001.................................................. 39,547,337.79 48,235,000.00 4,950,000.00
May 25, 2001.................................................... 38,088,148.57 48,235,000.00 4,950,000.00
June 25, 2001................................................... 36,589,994.38 48,235,000.00 4,950,000.00
July 25, 2001................................................... 35,054,597.87 48,235,000.00 4,950,000.00
August 25, 2001................................................. 33,486,058.92 48,235,000.00 4,950,000.00
September 25, 2001.............................................. 31,899,889.10 48,235,000.00 4,950,000.00
October 25, 2001................................................ 30,323,326.56 48,235,000.00 4,950,000.00
November 25, 2001............................................... 28,757,245.39 48,235,000.00 4,950,000.00
December 25, 2001............................................... 27,201,578.34 48,235,000.00 4,950,000.00
January 25, 2002................................................ 25,656,258.59 48,235,000.00 4,950,000.00
February 25, 2002............................................... 24,121,219.78 48,235,000.00 4,950,000.00
March 25, 2002.................................................. 22,596,395.96 48,235,000.00 4,950,000.00
April 25, 2002.................................................. 21,081,721.63 48,235,000.00 4,950,000.00
May 25, 2002.................................................... 19,577,131.70 48,235,000.00 4,950,000.00
June 25, 2002................................................... 18,082,561.52 48,235,000.00 4,950,000.00
July 25, 2002................................................... 16,597,946.87 48,235,000.00 4,950,000.00
August 25, 2002................................................. 15,123,223.92 48,235,000.00 4,950,000.00
September 25, 2002.............................................. 13,658,329.28 48,235,000.00 4,950,000.00
October 25, 2002................................................ 12,203,199.99 48,235,000.00 4,950,000.00
November 25, 2002............................................... 10,757,773.47 48,235,000.00 4,950,000.00
</TABLE>
- ------------
* The planned principal balances for each class of PAC certificates on each
distribution date were calculated assuming that (i) the Loans have the
characteristics set forth in the Modeling Assumptions described under the
heading 'Prepayment and Yield Considerations -- Prepayment Speed Assumption
and Modeling Assumptions,' and (ii) the Loans are prepaid at a constant rate
within the range of 125% to 500% PSA.
A-1
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION DATES CLASS A-1 CLASS A-2 CLASS A-3
- ------------------ -------------- -------------- -------------
<S> <C> <C> <C>
December 25, 2002............................................... $ 9,321,987.57 $48,235,000.00 $4,950,000.00
January 25, 2003................................................ 7,895,780.54 48,235,000.00 4,950,000.00
February 25, 2003............................................... 6,479,091.04 48,235,000.00 4,950,000.00
March 25, 2003.................................................. 5,071,858.12 48,235,000.00 4,950,000.00
April 25, 2003.................................................. 3,674,021.25 48,235,000.00 4,950,000.00
May 25, 2003.................................................... 2,285,520.28 48,235,000.00 4,950,000.00
June 25, 2003................................................... 906,295.45 48,235,000.00 4,950,000.00
July 25, 2003................................................... 0.00 47,771,287.42 4,950,000.00
August 25, 2003................................................. 0.00 46,410,437.21 4,950,000.00
September 25, 2003.............................................. 0.00 45,058,686.23 4,950,000.00
October 25, 2003................................................ 0.00 43,715,976.29 4,950,000.00
November 25, 2003............................................... 0.00 42,382,249.58 4,950,000.00
December 25, 2003............................................... 0.00 41,057,448.64 4,950,000.00
January 25, 2004................................................ 0.00 39,741,516.43 4,950,000.00
February 25, 2004............................................... 0.00 38,434,396.26 4,950,000.00
March 25, 2004.................................................. 0.00 37,136,031.82 4,950,000.00
April 25, 2004.................................................. 0.00 35,846,367.15 4,950,000.00
May 25, 2004.................................................... 0.00 34,584,403.44 4,950,000.00
June 25, 2004................................................... 0.00 33,330,943.81 4,950,000.00
July 25, 2004................................................... 0.00 32,085,933.20 4,950,000.00
August 25, 2004................................................. 0.00 30,849,316.91 4,950,000.00
September 25, 2004.............................................. 0.00 29,621,040.61 4,950,000.00
October 25, 2004................................................ 0.00 28,401,050.30 4,950,000.00
November 25, 2004............................................... 0.00 27,189,292.35 4,950,000.00
December 25, 2004............................................... 0.00 25,985,713.47 4,950,000.00
January 25, 2005................................................ 0.00 24,790,260.72 4,950,000.00
February 25, 2005............................................... 0.00 23,602,881.51 4,950,000.00
March 25, 2005.................................................. 0.00 22,423,523.58 4,950,000.00
April 25, 2005.................................................. 0.00 21,258,052.28 4,950,000.00
May 25, 2005.................................................... 0.00 20,155,208.54 4,950,000.00
June 25, 2005................................................... 0.00 19,087,828.17 4,950,000.00
July 25, 2005................................................... 0.00 18,054,819.14 4,950,000.00
August 25, 2005................................................. 0.00 17,055,122.35 4,950,000.00
September 25, 2005.............................................. 0.00 16,087,710.71 4,950,000.00
October 25, 2005................................................ 0.00 15,151,588.13 4,950,000.00
November 25, 2005............................................... 0.00 14,245,788.66 4,950,000.00
December 25, 2005............................................... 0.00 13,369,375.50 4,950,000.00
January 25, 2006................................................ 0.00 12,521,440.19 4,950,000.00
February 25, 2006............................................... 0.00 11,701,101.77 4,950,000.00
March 25, 2006.................................................. 0.00 10,907,505.91 4,950,000.00
April 25, 2006.................................................. 0.00 10,139,824.13 4,950,000.00
May 25, 2006.................................................... 0.00 9,440,670.80 4,950,000.00
June 25, 2006................................................... 0.00 8,764,449.77 4,950,000.00
July 25, 2006................................................... 0.00 8,110,438.41 4,950,000.00
August 25, 2006................................................. 0.00 7,477,936.29 4,950,000.00
September 25, 2006.............................................. 0.00 6,866,264.56 4,950,000.00
October 25, 2006................................................ 0.00 6,274,765.24 4,950,000.00
November 25, 2006............................................... 0.00 5,702,800.62 4,950,000.00
December 25, 2006............................................... 0.00 5,149,752.64 4,950,000.00
January 25, 2007................................................ 0.00 4,615,022.29 4,950,000.00
February 25, 2007............................................... 0.00 4,098,029.01 4,950,000.00
March 25, 2007.................................................. 0.00 3,598,210.20 4,950,000.00
April 25, 2007.................................................. 0.00 3,115,020.59 4,950,000.00
</TABLE>
A-2
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION DATES CLASS A-1 CLASS A-2 CLASS A-3
- ------------------ -------------- -------------- -------------
<S> <C> <C> <C>
May 25, 2007.................................................... $ 0.00 $ 2,682,379.64 $4,950,000.00
June 25, 2007................................................... 0.00 2,263,804.89 4,950,000.00
July 25, 2007................................................... 0.00 1,858,849.63 4,950,000.00
August 25, 2007................................................. 0.00 1,467,081.12 4,950,000.00
September 25, 2007.............................................. 0.00 1,088,080.10 4,950,000.00
October 25, 2007................................................ 0.00 721,440.39 4,950,000.00
November 25, 2007............................................... 0.00 366,768.53 4,950,000.00
December 25, 2007............................................... 0.00 23,683.32 4,950,000.00
January 25, 2008................................................ 0.00 0.00 4,641,815.49
February 25, 2008............................................... 0.00 0.00 4,320,807.32
March 25, 2008.................................................. 0.00 0.00 4,010,312.32
April 25, 2008.................................................. 0.00 0.00 3,709,994.76
May 25, 2008.................................................... 0.00 0.00 3,444,923.79
June 25, 2008................................................... 0.00 0.00 3,187,963.16
July 25, 2008................................................... 0.00 0.00 2,938,867.15
August 25, 2008................................................. 0.00 0.00 2,697,397.42
September 25, 2008.............................................. 0.00 0.00 2,463,322.79
October 25, 2008................................................ 0.00 0.00 2,236,419.07
November 25, 2008............................................... 0.00 0.00 2,016,468.77
December 25, 2008............................................... 0.00 0.00 1,803,260.98
January 25, 2009................................................ 0.00 0.00 1,596,591.12
February 25, 2009............................................... 0.00 0.00 1,396,260.78
March 25, 2009.................................................. 0.00 0.00 1,202,077.51
April 25, 2009.................................................. 0.00 0.00 1,013,854.69
May 25, 2009.................................................... 0.00 0.00 831,411.28
June 25, 2009................................................... 0.00 0.00 654,571.72
July 25, 2009................................................... 0.00 0.00 483,165.73
August 25, 2009................................................. 0.00 0.00 317,028.17
September 25, 2009.............................................. 0.00 0.00 155,998.87
October 25, 2009 and thereafter................................. 0.00 0.00 0.00
</TABLE>
A-3
<PAGE>
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
<PAGE>
APPENDIX B
TARGETED PRINCIPAL BALANCES*
<TABLE>
<CAPTION>
CLASS A-4 CLASS A-11 CLASS A-4 CLASS A-11
DISTRIBUTION DATES SCHEDULE #1 SCHEDULE #1 SCHEDULE #2 SCHEDULE #2
- ------------------ -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Initial Balance................... $40,500,000.00 $30,061,000.00 $40,500,000.00 $30,061,000.00
May 25, 1999...................... 40,125,728.18 29,783,197.89 40,125,728.18 29,783,197.89
June 25, 1999..................... 39,697,899.68 29,465,643.51 39,697,899.68 29,465,643.51
July 25, 1999..................... 39,216,671.80 29,108,453.61 39,216,671.80 29,108,453.61
August 25, 1999................... 38,682,205.37 28,711,747.54 38,682,205.37 28,711,747.54
September 25, 1999................ 38,094,721.74 28,275,689.64 38,094,721.74 28,275,689.64
October 25, 1999.................. 37,454,502.89 27,800,489.17 37,454,502.89 27,800,489.17
November 25, 1999................. 36,761,891.31 27,286,400.36 36,761,891.31 27,286,400.36
December 25, 1999................. 36,017,289.80 26,733,722.19 36,017,289.80 26,733,722.19
January 25, 2000.................. 35,221,161.18 26,142,798.18 35,221,161.18 26,142,798.18
February 25, 2000................. 34,374,027.85 25,514,016.08 34,374,027.85 25,514,016.08
March 25, 2000.................... 33,476,471.25 24,847,807.47 33,476,471.25 24,847,807.47
April 25, 2000.................... 33,032,227.62 24,518,069.00 33,032,227.62 24,518,069.00
May 25, 2000...................... 32,566,661.96 24,172,504.32 32,566,661.96 24,172,504.32
June 25, 2000..................... 32,080,260.75 23,811,474.53 32,080,260.75 23,811,474.53
July 25, 2000..................... 31,573,548.39 23,435,368.85 31,573,548.39 23,435,368.85
August 25, 2000................... 31,047,086.28 23,044,603.97 31,047,086.28 23,044,603.97
September 25, 2000................ 30,501,471.86 22,639,623.35 30,501,471.86 22,639,623.35
October 25, 2000.................. 29,937,337.51 22,220,896.37 29,741,674.43 22,075,666.05
November 25, 2000................. 29,355,349.45 21,788,917.52 28,148,136.51 20,892,867.45
December 25, 2000................. 28,756,206.40 21,344,205.45 26,512,220.19 19,678,613.61
January 25, 2001.................. 28,140,661.05 20,887,318.81 24,838,331.73 18,436,175.07
February 25, 2001................. 27,509,471.93 20,418,820.64 23,130,929.33 17,168,860.90
March 25, 2001.................... 26,863,491.46 19,939,343.62 21,394,812.44 15,880,233.50
April 25, 2001.................... 26,203,601.67 19,449,542.47 19,634,880.49 14,573,929.44
May 25, 2001...................... 25,530,742.75 18,950,115.01 17,856,214.36 13,253,720.00
June 25, 2001..................... 24,845,975.22 18,441,848.42 16,064,264.66 11,923,650.86
July 25, 2001..................... 24,150,560.48 17,925,678.98 14,265,088.44 10,588,217.87
August 25, 2001................... 23,446,798.46 17,403,313.79 12,468,088.57 9,254,400.26
September 25, 2001................ 22,741,948.44 16,880,141.04 10,698,839.01 7,941,180.23
October 25, 2001.................. 22,048,187.31 16,365,198.98 8,998,084.17 6,678,800.21
November 25, 2001................. 21,365,750.19 15,858,662.13 7,365,010.77 5,466,656.52
December 25, 2001................. 20,694,448.64 15,360,390.63 5,797,393.90 4,303,097.73
January 25, 2002.................. 20,034,096.65 14,870,246.40 4,293,076.60 3,186,522.86
February 25, 2002................. 19,384,510.58 14,388,093.15 2,849,967.81 2,115,379.81
March 25, 2002.................... 18,745,509.18 13,913,796.33 1,466,040.40 1,088,163.96
April 25, 2002.................... 18,116,913.49 13,447,223.12 139,329.25 103,416.71
May 25, 2002...................... 17,498,546.89 12,988,242.42 0.00 0.00
June 25, 2002..................... 16,890,235.01 12,536,724.80 0.00 0.00
</TABLE>
- ------------
* The targeted principal balances for each class of TAC certificates on each
distribution date were calculated assuming that (i) the Loans have the
characteristics set forth in the Modeling Assumptions described under the
heading 'Prepayment and Yield Considerations -- Prepayment Speed Assumption
and Modeling Assumptions'; and (ii) the Loans, in the case of the A-4 and A-11
certificates, are prepaid at a constant rate of (a) 225% PSA in the case of
the first targeted principal balances; and (b) 500% PSA in the case of the
second targeted principal balances; and (iii) the Loans, in the case of the
A-5-3 certificates, are prepaid at a constant rate of (a) 250% PSA in the case
of the first targeted principal balances; and (b) 750% PSA in the case of the
second targeted principal balances.
B-1
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CLASS A-4 CLASS A-11 CLASS A-4 CLASS A-11
DISTRIBUTION DATES SCHEDULE #1 SCHEDULE #1 SCHEDULE #2 SCHEDULE #2
- ------------------ -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
July 25, 2002..................... $16,291,805.70 $12,092,542.50 $ 0.00 $ 0.00
August 25, 2002................... 15,703,089.06 11,655,569.39 0.00 0.00
September 25, 2002................ 15,123,917.35 11,225,680.98 0.00 0.00
October 25, 2002.................. 14,554,124.99 10,802,754.36 0.00 0.00
November 25, 2002................. 13,993,548.53 10,386,668.21 0.00 0.00
December 25, 2002................. 13,442,026.61 9,977,302.76 0.00 0.00
January 25, 2003.................. 12,899,399.95 9,574,539.80 0.00 0.00
February 25, 2003................. 12,365,511.32 9,178,262.61 0.00 0.00
March 25, 2003.................... 11,840,205.49 8,788,355.98 0.00 0.00
April 25, 2003.................... 11,323,329.24 8,404,706.18 0.00 0.00
May 25, 2003...................... 10,814,731.31 8,027,200.94 0.00 0.00
June 25, 2003..................... 10,314,262.39 7,655,729.42 0.00 0.00
July 25, 2003..................... 9,821,775.07 7,290,182.23 0.00 0.00
August 25, 2003................... 9,337,123.84 6,930,451.35 0.00 0.00
September 25, 2003................ 8,860,165.06 6,576,430.17 0.00 0.00
October 25, 2003.................. 8,390,756.92 6,228,013.43 0.00 0.00
November 25, 2003................. 7,928,759.45 5,885,097.23 0.00 0.00
December 25, 2003................. 7,474,034.45 5,547,579.00 0.00 0.00
January 25, 2004.................. 7,026,445.50 5,215,357.48 0.00 0.00
February 25, 2004................. 6,585,857.93 4,888,332.72 0.00 0.00
March 25, 2004.................... 6,152,138.79 4,566,406.03 0.00 0.00
April 25, 2004.................... 5,725,156.85 4,249,480.00 0.00 0.00
May 25, 2004...................... 5,314,135.00 3,944,400.30 0.00 0.00
June 25, 2004..................... 4,909,517.53 3,644,074.23 0.00 0.00
July 25, 2004..................... 4,511,178.39 3,348,408.24 0.00 0.00
August 25, 2004................... 4,118,993.13 3,057,309.94 0.00 0.00
September 25, 2004................ 3,732,838.90 2,770,688.15 0.00 0.00
October 25, 2004.................. 3,352,594.42 2,488,452.86 0.00 0.00
November 25, 2004................. 2,978,139.96 2,210,515.19 0.00 0.00
December 25, 2004................. 2,609,357.31 1,936,787.41 0.00 0.00
January 25, 2005.................. 2,246,129.79 1,667,182.91 0.00 0.00
February 25, 2005................. 1,888,342.20 1,401,616.17 0.00 0.00
March 25, 2005.................... 1,535,880.79 1,140,002.78 0.00 0.00
April 25, 2005.................... 1,185,236.97 879,738.48 0.00 0.00
May 25, 2005...................... 814,670.14 604,686.40 0.00 0.00
June 25, 2005..................... 433,186.14 321,531.07 0.00 0.00
July 25, 2005..................... 41,274.91 30,636.18 0.00 0.00
August 25, 2005 and thereafter.... 0.00 0.00 0.00 0.00
</TABLE>
B-2
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CLASS A-5-3 CLASS A-5-3
DISTRIBUTION DATES SCHEDULE #1 SCHEDULE #2
- ------------------ -------------- --------------
<S> <C> <C>
Initial Balance................... $34,354,000.00 $34,354,000.00
May 25, 1999...................... 34,520,738.96 34,520,738.96
June 25, 1999..................... 34,678,370.17 34,678,370.17
July 25, 1999..................... 34,826,914.79 34,826,914.79
August 25, 1999................... 34,966,418.50 34,966,418.50
September 25, 1999................ 35,096,951.69 35,096,951.69
October 25, 1999.................. 35,218,609.49 35,218,609.49
November 25, 1999................. 35,331,511.81 35,331,511.81
December 25, 1999................. 35,435,803.28 35,435,803.28
January 25, 2000.................. 35,531,653.09 35,531,653.09
February 25, 2000................. 35,619,254.75 35,619,254.75
March 25, 2000.................... 35,698,825.85 35,698,825.85
April 25, 2000.................... 35,770,607.67 34,867,186.94
May 25, 2000...................... 35,834,864.70 32,156,995.52
June 25, 2000..................... 35,891,884.18 29,300,847.81
July 25, 2000..................... 35,941,975.47 26,311,349.49
August 25, 2000................... 35,985,469.38 23,201,945.26
September 25, 2000................ 36,022,717.47 19,986,850.81
October 25, 2000.................. 36,054,091.20 17,021,871.18
November 25, 2000................. 36,079,981.08 15,403,115.34
December 25, 2000................. 36,100,795.74 13,769,105.78
January 25, 2001.................. 36,116,970.65 12,130,163.89
February 25, 2001................. 36,128,946.85 10,496,634.19
March 25, 2001.................... 36,137,208.36 8,879,229.12
April 25, 2001.................... 36,142,253.55 7,288,623.30
May 25, 2001...................... 36,144,606.71 5,735,506.11
June 25, 2001..................... 36,144,843.69 4,230,754.40
July 25, 2001..................... 36,143,624.62 2,785,633.55
August 25, 2001................... 36,142,047.61 1,415,153.09
September 25, 2001................ 36,143,304.02 153,821.34
October 25, 2001.................. 36,152,614.74 0.00
November 25, 2001................. 36,170,027.84 0.00
December 25, 2001................. 36,195,409.57 0.00
January 25, 2002.................. 36,228,628.70 0.00
February 25, 2002................. 36,269,556.48 0.00
March 25, 2002.................... 36,318,066.64 0.00
April 25, 2002.................... 36,374,035.30 0.00
May 25, 2002...................... 36,437,340.96 0.00
June 25, 2002..................... 36,507,864.48 0.00
July 25, 2002..................... 36,585,488.99 0.00
August 25, 2002................... 36,670,099.90 0.00
September 25, 2002................ 36,761,584.85 0.00
October 25, 2002.................. 36,859,833.65 0.00
November 25, 2002................. 36,964,738.29 0.00
December 25, 2002................. 37,076,192.88 0.00
January 25, 2003.................. 37,194,093.60 0.00
February 25, 2003................. 37,318,338.69 0.00
March 25, 2003.................... 37,448,828.44 0.00
April 25, 2003.................... 37,585,465.09 0.00
May 25, 2003...................... 37,728,152.86 0.00
June 25, 2003..................... 37,876,797.89 0.00
July 25, 2003..................... 38,031,308.20 0.00
</TABLE>
B-3
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CLASS A-5-3 CLASS A-5-3
DISTRIBUTION DATES SCHEDULE #1 SCHEDULE #2
- ------------------ -------------- --------------
<S> <C> <C>
August 25, 2003................... $38,191,593.71 $ 0.00
September 25, 2003................ 38,357,566.15 0.00
October 25, 2003.................. 38,529,139.05 0.00
November 25, 2003................. 38,706,227.74 0.00
December 25, 2003................. 38,888,749.26 0.00
January 25, 2004.................. 39,076,622.42 0.00
February 25, 2004................. 39,269,767.68 0.00
March 25, 2004.................... 39,468,107.19 0.00
April 25, 2004.................... 39,671,564.72 0.00
May 25, 2004...................... 39,884,300.96 0.00
June 25, 2004..................... 40,101,964.61 0.00
July 25, 2004..................... 40,324,484.45 0.00
August 25, 2004................... 40,551,309.67 0.00
September 25, 2004................ 40,779,410.79 0.00
October 25, 2004.................. 41,008,794.98 0.00
November 25, 2004................. 41,239,469.45 0.00
December 25, 2004................. 41,471,441.46 0.00
January 25, 2005.................. 41,704,718.32 0.00
February 25, 2005................. 41,939,307.36 0.00
March 25, 2005.................... 42,175,215.97 0.00
April 25, 2005.................... 42,412,451.56 0.00
May 25, 2005...................... 42,651,021.60 0.00
June 25, 2005..................... 42,890,933.59 0.00
July 25, 2005..................... 43,132,195.10 0.00
August 25, 2005................... 43,006,093.20 0.00
September 25, 2005................ 42,574,397.54 0.00
October 25, 2005.................. 42,130,851.34 0.00
November 25, 2005................. 41,676,143.68 0.00
December 25, 2005................. 41,210,938.22 0.00
January 25, 2006.................. 40,735,874.00 0.00
February 25, 2006................. 40,251,566.25 0.00
March 25, 2006.................... 39,758,607.19 0.00
April 25, 2006.................... 39,257,566.71 0.00
May 25, 2006...................... 38,728,379.03 0.00
June 25, 2006..................... 38,193,210.70 0.00
July 25, 2006..................... 37,652,540.12 0.00
August 25, 2006................... 37,106,826.85 0.00
September 25, 2006................ 36,556,512.15 0.00
October 25, 2006.................. 36,002,019.68 0.00
November 25, 2006................. 35,443,756.01 0.00
December 25, 2006................. 34,882,111.26 0.00
January 25, 2007.................. 34,317,459.60 0.00
February 25, 2007................. 33,750,159.80 0.00
March 25, 2007.................... 33,180,555.75 0.00
April 25, 2007.................... 32,608,976.97 0.00
May 25, 2007...................... 32,021,598.48 0.00
June 25, 2007..................... 31,433,937.49 0.00
July 25, 2007..................... 30,846,240.42 0.00
August 25, 2007................... 30,258,742.48 0.00
September 25, 2007................ 29,671,668.10 0.00
October 25, 2007.................. 29,085,231.29 0.00
November 25, 2007................. 28,499,636.01 0.00
December 25, 2007................. 27,915,076.50 0.00
</TABLE>
B-4
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CLASS A-5-3 CLASS A-5-3
DISTRIBUTION DATES SCHEDULE #1 SCHEDULE #2
- ------------------ -------------- --------------
<S> <C> <C>
January 25, 2008.................. $27,331,737.67 $ 0.00
February 25, 2008................. 26,749,795.39 0.00
March 25, 2008.................... 26,169,416.84 0.00
April 25, 2008.................... 25,590,760.78 0.00
May 25, 2008...................... 25,006,057.42 0.00
June 25, 2008..................... 24,424,312.32 0.00
July 25, 2008..................... 23,845,610.91 0.00
August 25, 2008................... 23,270,033.38 0.00
September 25, 2008................ 22,697,654.87 0.00
October 25, 2008.................. 22,128,545.71 0.00
November 25, 2008................. 21,562,771.53 0.00
December 25, 2008................. 21,000,393.48 0.00
January 25, 2009.................. 20,441,468.35 0.00
February 25, 2009................. 19,886,048.81 0.00
March 25, 2009.................... 19,334,183.49 0.00
April 25, 2009.................... 18,785,917.17 0.00
May 25, 2009...................... 18,241,290.91 0.00
June 25, 2009..................... 17,700,342.23 0.00
July 25, 2009..................... 17,163,105.18 0.00
August 25, 2009................... 16,629,610.54 0.00
September 25, 2009................ 16,099,885.91 0.00
October 25, 2009.................. 15,573,878.35 0.00
November 25, 2009................. 14,900,490.40 0.00
December 25, 2009................. 14,235,593.65 0.00
January 25, 2010.................. 13,579,062.51 0.00
February 25, 2010................. 12,930,773.12 0.00
March 25, 2010.................... 12,290,603.25 0.00
April 25, 2010.................... 11,658,432.32 0.00
May 25, 2010...................... 11,034,141.39 0.00
June 25, 2010..................... 10,417,613.08 0.00
July 25, 2010..................... 9,808,731.62 0.00
August 25, 2010................... 9,207,382.77 0.00
September 25, 2010................ 8,613,453.84 0.00
October 25, 2010.................. 8,026,833.64 0.00
November 25, 2010................. 7,447,412.47 0.00
December 25, 2010................. 6,875,082.11 0.00
January 25, 2011.................. 6,309,735.78 0.00
February 25, 2011................. 5,751,268.13 0.00
March 25, 2011.................... 5,199,575.23 0.00
April 25, 2011.................... 4,654,554.53 0.00
May 25, 2011...................... 4,116,104.84 0.00
June 25, 2011..................... 3,584,126.36 0.00
July 25, 2011..................... 3,058,520.58 0.00
August 25, 2011................... 2,539,190.34 0.00
September 25, 2011................ 2,026,039.75 0.00
October 25, 2011.................. 1,518,974.22 0.00
November 25, 2011................. 1,017,900.41 0.00
December 25, 2011................. 522,726.23 0.00
January 25, 2012.................. 33,360.81 0.00
February 25, 2012 and
thereafter...................... 0.00 0.00
</TABLE>
B-5
<PAGE>
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
<PAGE>
APPENDIX C
PERCENT OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING
AT VARIOUS PERCENTAGES OF THE PREPAYMENT SPEED ASSUMPTION
<TABLE>
<CAPTION>
CLASS A1 CLASS A2
--------------------------------- ---------------------------------
DISTRIBUTION DATE 0% 125% 250% 375% 500% 0% 125% 250% 375% 500%
- -------------------- ----- ----- ----- ----- ----- ------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial............. 100 100 100 100 100 100 100 100 100 100
April, 2000......... 100 98 98 98 98 100 100 100 100 100
April, 2001......... 95 72 72 72 72 100 100 100 100 100
April, 2002......... 90 39 39 39 39 100 100 100 100 100
April, 2003......... 85 7 7 7 7 100 100 100 100 100
April, 2004......... 79 0 0 0 0 100 74 74 74 74
April, 2005......... 73 0 0 0 0 100 44 44 44 44
April, 2006......... 66 0 0 0 0 100 21 21 21 21
April, 2007......... 59 0 0 0 0 100 6 6 6 6
April, 2008......... 51 0 0 0 0 100 0 0 0 0
April, 2009......... 43 0 0 0 0 100 0 0 0 0
April, 2010......... 34 0 0 0 0 100 0 0 0 0
April, 2011......... 25 0 0 0 0 100 0 0 0 0
April, 2012......... 15 0 0 0 0 100 0 0 0 0
April, 2013......... 4 0 0 0 0 100 0 0 0 0
April, 2014......... 0 0 0 0 0 92 0 0 0 0
April, 2015......... 0 0 0 0 0 78 0 0 0 0
April, 2016......... 0 0 0 0 0 63 0 0 0 0
April, 2017......... 0 0 0 0 0 47 0 0 0 0
April, 2018......... 0 0 0 0 0 29 0 0 0 0
April, 2019......... 0 0 0 0 0 11 0 0 0 0
April, 2020......... 0 0 0 0 0 0 0 0 0 0
April, 2021......... 0 0 0 0 0 0 0 0 0 0
April, 2022......... 0 0 0 0 0 0 0 0 0 0
April, 2023......... 0 0 0 0 0 0 0 0 0 0
April, 2024......... 0 0 0 0 0 0 0 0 0 0
April, 2025......... 0 0 0 0 0 0 0 0 0 0
April, 2026......... 0 0 0 0 0 0 0 0 0 0
April, 2027......... 0 0 0 0 0 0 0 0 0 0
April, 2028......... 0 0 0 0 0 0 0 0 0 0
April, 2029......... 0 0 0 0 0 0 0 0 0 0
Weighted Average
Life.............. 8.7 2.7 2.7 2.7 2.7 17.7 6.0 6.0 6.0 6.0
<CAPTION>
CLASS A-3
----------------------------------
DISTRIBUTION DATE 0% 125% 250% 375% 500%
- -------------------- ------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Initial............. 100 100 100 100 100
April, 2000......... 100 100 100 100 100
April, 2001......... 100 100 100 100 100
April, 2002......... 100 100 100 100 100
April, 2003......... 100 100 100 100 100
April, 2004......... 100 100 100 100 100
April, 2005......... 100 100 100 100 100
April, 2006......... 100 100 100 100 100
April, 2007......... 100 100 100 100 100
April, 2008......... 100 75 75 75 75
April, 2009......... 100 20 20 20 20
April, 2010......... 100 0 0 0 0
April, 2011......... 100 0 0 0 0
April, 2012......... 100 0 0 0 0
April, 2013......... 100 0 0 0 0
April, 2014......... 100 0 0 0 0
April, 2015......... 100 0 0 0 0
April, 2016......... 100 0 0 0 0
April, 2017......... 100 0 0 0 0
April, 2018......... 100 0 0 0 0
April, 2019......... 100 0 0 0 0
April, 2020......... 12 0 0 0 0
April, 2021......... 0 0 0 0 0
April, 2022......... 0 0 0 0 0
April, 2023......... 0 0 0 0 0
April, 2024......... 0 0 0 0 0
April, 2025......... 0 0 0 0 0
April, 2026......... 0 0 0 0 0
April, 2027......... 0 0 0 0 0
April, 2028......... 0 0 0 0 0
April, 2029......... 0 0 0 0 0
Weighted Average
Life.............. 20.8 9.5 9.5 9.5 9.5
</TABLE>
- ------------
(1) The weighted average life of any Class of Certificates is determined by (i)
multiplying the net reduction, if any, of the Certificate Principal Balance
by the number of years from the date of issuance of the Certificates to the
related Distribution Date, (ii) summing the results, and (iii) dividing the
sum by the total net reductions of the Certificate Principal Balance
described in (i) above.
C-1
<PAGE>
<PAGE>
PERCENT OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING
AT VARIOUS PERCENTAGES OF THE PREPAYMENT SPEED ASSUMPTION
<TABLE>
<CAPTION>
CLASS A-4 AND A-11 CLASS A-5
--------------------------------- ---------------------------------
DISTRIBUTION DATE 0% 125% 250% 375% 500% 0% 125% 250% 375% 500%
- -------------------- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial............. 100 100 100 100 100 100 100 100 100 100
April, 2000......... 93 87 82 82 82 106 106 103 103 103
April, 2001......... 89 83 65 65 48 113 112 103 102 102
April, 2002......... 84 78 45 35 * 120 118 102 101 100
April, 2003......... 80 74 28 9 0 127 125 104 103 47
April, 2004......... 74 68 14 0 0 135 132 108 93 21
April, 2005......... 69 63 3 0 0 144 140 115 80 14
April, 2006......... 63 54 0 0 0 153 149 106 70 14
April, 2007......... 57 40 0 0 0 162 158 88 61 13
April, 2008......... 50 24 0 0 0 173 169 69 52 13
April, 2009......... 43 6 0 0 0 184 179 51 44 13
April, 2010......... 35 0 0 0 0 196 167 32 35 11
April, 2011......... 27 0 0 0 0 209 142 14 27 7
April, 2012......... 18 0 0 0 0 222 118 1 20 5
April, 2013......... 9 0 0 0 0 237 97 1 15 3
April, 2014......... 0 0 0 0 0 250 76 1 11 2
April, 2015......... 0 0 0 0 0 247 57 1 8 2
April, 2016......... 0 0 0 0 0 244 39 1 6 1
April, 2017......... 0 0 0 0 0 240 21 * 5 1
April, 2018......... 0 0 0 0 0 237 5 * 3 *
April, 2019......... 0 0 0 0 0 233 1 * 2 *
April, 2020......... 0 0 0 0 0 229 1 * 2 *
April, 2021......... 0 0 0 0 0 199 1 * 1 *
April, 2022......... 0 0 0 0 0 165 1 * 1 *
April, 2023......... 0 0 0 0 0 130 1 * 1 *
April, 2024......... 0 0 0 0 0 91 1 * * *
April, 2025......... 0 0 0 0 0 50 * * * *
April, 2026......... 0 0 0 0 0 6 * * * *
April, 2027......... 0 0 0 0 0 1 * * * *
April, 2028......... 0 0 0 0 0 1 * * * *
April, 2029......... 0 0 0 0 0 0 0 0 0 0
Weighted Average
Life.............. 8.4 6.3 2.9 2.4 1.9 23.8 14.5 9.6 9.5 5.1
<CAPTION>
CLASS A-6
----------------------------------
DISTRIBUTION DATE 0% 125% 250% 375% 500%
- -------------------- ------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Initial............. 100 100 100 100 100
April, 2000......... 107 107 107 17 0
April, 2001......... 114 114 114 0 0
April, 2002......... 122 122 122 0 0
April, 2003......... 131 131 131 0 0
April, 2004......... 140 140 140 0 0
April, 2005......... 150 150 150 0 0
April, 2006......... 160 160 160 0 0
April, 2007......... 171 171 171 0 0
April, 2008......... 183 183 183 0 0
April, 2009......... 196 196 196 0 0
April, 2010......... 210 210 210 0 0
April, 2011......... 224 224 224 0 0
April, 2012......... 240 240 214 0 0
April, 2013......... 257 257 134 0 0
April, 2014......... 274 274 66 0 0
April, 2015......... 294 294 10 0 0
April, 2016......... 314 314 0 0 0
April, 2017......... 336 336 0 0 0
April, 2018......... 359 359 0 0 0
April, 2019......... 384 301 0 0 0
April, 2020......... 411 224 0 0 0
April, 2021......... 440 153 0 0 0
April, 2022......... 470 88 0 0 0
April, 2023......... 503 27 0 0 0
April, 2024......... 538 0 0 0 0
April, 2025......... 576 0 0 0 0
April, 2026......... 616 0 0 0 0
April, 2027......... 355 0 0 0 0
April, 2028......... 46 0 0 0 0
April, 2029......... 0 0 0 0 0
Weighted Average
Life.............. 28.2 21.7 14.3 0.7 0.5
</TABLE>
- ------------
(1) The weighted average life of any Class of Certificates is determined by (i)
multiplying the net reduction, if any, of the Certificate Principal Balance
by the number of years from the date of issuance of the Certificates to the
related Distribution Date, (ii) summing the results, and (iii) dividing the
sum by the total net reductions of the Certificate Principal Balance
described in (i) above.
* Represents amounts greater than zero and less than 0.50% of the initial
aggregate Certificate Principal Balance outstanding.
C-2
<PAGE>
<PAGE>
PERCENT OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING
AT VARIOUS PERCENTAGES OF THE PREPAYMENT SPEED ASSUMPTION
<TABLE>
<CAPTION>
CLASS A-7, A-8 AND A-9 CLASS A-10
--------------------------------- ---------------------------------
DISTRIBUTION DATE 0% 125% 250% 375% 500% 0% 125% 250% 375% 500%
- -------------------- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial............. 100 100 100 100 100 100 100 100 100 100
April, 2000......... 100 100 100 100 69 99 97 95 93 91
April, 2001......... 100 100 100 28 0 98 91 84 77 71
April, 2002......... 100 100 100 0 0 97 83 70 58 48
April, 2003......... 100 100 100 0 0 95 75 58 44 32
April, 2004......... 100 100 100 0 0 94 68 48 32 21
April, 2005......... 100 100 100 0 0 93 62 40 24 13
April, 2006......... 100 100 100 0 0 91 56 33 18 9
April, 2007......... 100 100 100 0 0 89 51 27 13 6
April, 2008......... 100 100 100 0 0 88 46 23 10 4
April, 2009......... 100 100 100 0 0 86 42 19 8 3
April, 2010......... 100 100 100 0 0 84 38 16 6 2
April, 2011......... 100 100 100 0 0 81 34 13 4 1
April, 2012......... 100 100 100 0 0 79 30 11 3 1
April, 2013......... 100 100 100 0 0 76 27 9 2 1
April, 2014......... 100 100 100 0 0 74 24 7 2 *
April, 2015......... 100 100 100 0 0 71 22 6 1 *
April, 2016......... 100 100 85 0 0 68 19 5 1 *
April, 2017......... 100 100 68 0 0 64 17 4 1 *
April, 2018......... 100 100 55 0 0 61 15 3 1 *
April, 2019......... 100 100 44 0 0 57 13 2 * *
April, 2020......... 100 100 34 0 0 53 11 2 * *
April, 2021......... 100 100 27 0 0 48 9 2 * *
April, 2022......... 100 100 21 0 0 43 8 1 * *
April, 2023......... 100 100 15 0 0 38 6 1 * *
April, 2024......... 100 88 11 0 0 33 5 1 * *
April, 2025......... 100 67 8 0 0 27 4 * * *
April, 2026......... 100 48 5 0 0 21 3 * * *
April, 2027......... 100 30 3 0 0 14 2 * * *
April, 2028......... 100 13 1 0 0 7 1 * * *
April, 2029......... 0 0 0 0 0 0 0 0 0 0
Weighted Average
Life.............. 29.5 27.0 20.3 1.8 1.2 19.8 10.1 6.3 4.5 3.5
<CAPTION>
CLASS M, CLASS B-1 AND CLASS B-2
----------------------------------
DISTRIBUTION DATE 0% 125% 250% 375% 500%
- -------------------- ------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Initial............. 100 100 100 100 100
April, 2000......... 99 99 99 99 99
April, 2001......... 98 98 98 98 98
April, 2002......... 97 97 97 97 97
April, 2003......... 95 95 95 95 95
April, 2004......... 94 94 94 94 94
April, 2005......... 93 90 88 86 83
April, 2006......... 91 86 81 76 71
April, 2007......... 89 81 72 64 56
April, 2008......... 88 74 62 51 42
April, 2009......... 86 67 52 39 28
April, 2010......... 84 61 43 29 19
April, 2011......... 81 55 36 22 13
April, 2012......... 79 49 29 17 9
April, 2013......... 76 44 24 13 6
April, 2014......... 74 39 20 9 4
April, 2015......... 71 35 16 7 3
April, 2016......... 68 31 13 5 2
April, 2017......... 64 27 11 4 1
April, 2018......... 61 24 9 3 1
April, 2019......... 57 20 7 2 1
April, 2020......... 53 18 5 1 *
April, 2021......... 48 15 4 1 *
April, 2022......... 43 12 3 1 *
April, 2023......... 38 10 2 * *
April, 2024......... 33 8 2 * *
April, 2025......... 27 6 1 * *
April, 2026......... 21 4 1 * *
April, 2027......... 14 3 * * *
April, 2028......... 7 1 * * *
April, 2029......... 0 0 0 0 0
Weighted Average
Life.............. 19.8 14.0 11.2 9.7 8.8
</TABLE>
- ------------
(1) The weighted average life of any Class of Certificates is determined by (i)
multiplying the net reduction, if any, of the Certificate Principal Balance
by the number of years from the date of issuance of the Certificates to the
related Distribution Date, (ii) summing the results, and (iii) dividing the
sum by the total net reductions of the Certificate Principal Balance
described in (i) above.
* Represents amounts greater than zero and less than 0.50% of the initial
aggregate Certificate Principal Balance outstanding.
C-3
<PAGE>
<PAGE>
PERCENT OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING
AT VARIOUS PERCENTAGES OF THE PREPAYMENT SPEED ASSUMPTION
<TABLE>
<CAPTION>
CLASS R
----------------------------
DISTRIBUTION DATE 0% 125% 250% 375% 500%
- -------------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Initial............. 100 100 100 100 100
April, 2000......... 0 0 0 0 0
April, 2001......... 0 0 0 0 0
April, 2002......... 0 0 0 0 0
April, 2003......... 0 0 0 0 0
April, 2004......... 0 0 0 0 0
April, 2005......... 0 0 0 0 0
April, 2006......... 0 0 0 0 0
April, 2007......... 0 0 0 0 0
April, 2008......... 0 0 0 0 0
April, 2009......... 0 0 0 0 0
April, 2010......... 0 0 0 0 0
April, 2011......... 0 0 0 0 0
April, 2012......... 0 0 0 0 0
April, 2013......... 0 0 0 0 0
April, 2014......... 0 0 0 0 0
April, 2015......... 0 0 0 0 0
April, 2016......... 0 0 0 0 0
April, 2017......... 0 0 0 0 0
April, 2018......... 0 0 0 0 0
April, 2019......... 0 0 0 0 0
April, 2020......... 0 0 0 0 0
April, 2021......... 0 0 0 0 0
April, 2022......... 0 0 0 0 0
April, 2023......... 0 0 0 0 0
April, 2024......... 0 0 0 0 0
April, 2025......... 0 0 0 0 0
April, 2026......... 0 0 0 0 0
April, 2027......... 0 0 0 0 0
April, 2028......... 0 0 0 0 0
April, 2029......... 0 0 0 0 0
Weighted Average
Life.............. 0.1 0.1 0.1 0.1 0.1
</TABLE>
- ------------
(1) The weighted average life of any Class of Certificates is determined by (i)
multiplying the net reduction, if any, of the Certificate Principal Balance
by the number of years from the date of issuance of the Certificates to the
related Distribution Date, (ii) summing the results, and (iii) dividing the
sum by the total net reductions of the Certificate Principal Balance
described in (i) above.
C-4
<PAGE>
<PAGE>
APPENDIX D
<TABLE>
<CAPTION>
ORIGINAL LOAN-TO-VALUE RATIOS(1)
- -----------------------------------------------------------------
AGGREGATE
RANGE OF ORIGINAL NUMBER OF PRINCIPAL
LOAN-TO-VALUE MORTGAGE BALANCE PERCENT OF
RATIOS (%) LOANS OUTSTANDING MORTGAGE POOL
- ------------------- --------- ------------ --------------
<S> <C> <C> <C>
50.00 or less...... 21 $ 7,720,162 3.12%
50.01 - 55.00...... 13 4,701,114 1.90
55.01 - 60.00...... 25 9,736,124 3.93
60.01 - 65.00...... 43 15,250,831 6.16
65.01 - 70.00...... 65 25,044,215 10.11
70.01 - 75.00...... 159 57,538,134 23.22
75.01 - 80.00...... 286 97,766,337 39.46
80.01 - 85.00...... 13 4,327,268 1.75
85.01 - 90.00...... 49 15,195,212 6.13
90.01 - 95.00...... 39 10,481,394 4.23
--- ------------ ------
Total.............. 713 $247,760,792 100.00%
--- ------------ ------
--- ------------ ------
</TABLE>
- ------------------------------
(1) The weighted average original Loan-to-Value Ratio of the Loans is expected
to be approximately 74.66%.
<TABLE>
<CAPTION>
ORIGINAL TERMS TO MATURITY(1)
- -----------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL
ORIGINAL TERM TO MORTGAGE BALANCE PERCENT OF
MATURITY LOANS OUTSTANDING MORTGAGE POOL
- ------------------- --------- ------------ --------------
<S> <C> <C> <C>
360 Months......... 712 $247,451,156 99.88%
300................ 1 309,636 0.12
-- ------------ ------
Total........... 713 $247,760,792 100.00%
--- ------------ ------
--- ------------ ------
</TABLE>
- ------------------------------
(1) As of the Cut-off Date, the weighted average remaining term to maturity of
the Loans is expected to be approximately 358 months.
<TABLE>
<CAPTION>
MORTGAGE RATES(1)
- -----------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL
MORTGAGE BALANCE PERCENT OF
MORTGAGE RATE (%) LOANS OUTSTANDING MORTGAGE POOL
- ------------------- --------- ------------ --------------
<S> <C> <C> <C>
6.500 or less...... 41 $ 14,564,471 5.88%
6.501 - 6.750...... 152 52,714,938 21.28
6.751 - 7.000...... 240 84,268,710 34.01
7.001 - 7.250...... 184 63,637,664 25.69
7.251 - 7.500...... 75 25,182,233 10.16
7.501 - 7.750...... 17 6,138,764 2.48
7.751 - 8.000...... 4 1,254,011 0.51
--- ------------ ------
Total........... 713 $247,760,792 100.00%
--- ------------ ------
--- ------------ ------
</TABLE>
- ------------------------------
(1) As of the Cut-off Date, the weighted average Mortgage Rate of the Loans is
expected to be approximately 7.000%.
<TABLE>
<CAPTION>
CURRENT MORTGAGE LOAN PRINCIPAL BALANCES(1)
- -----------------------------------------------------------------
AGGREGATE
RANGE OF CURRENT NUMBER OF PRINCIPAL
MORTGAGE LOAN MORTGAGE BALANCE PERCENT OF
PRINCIPAL BALANCES LOANS OUTSTANDING MORTGAGE POOL
- ------------------- --------- ------------ --------------
<S> <C> <C> <C>
$200,001 - $ 300,000... 292 $ 79,996,240 32.29%
$300,001 - $ 400,000... 275 94,391,395 38.10
$400,001 - $ 500,000... 95 42,681,399 17.23
$500,001 - $ 600,000... 33 17,950,222 7.24
$600,001 - $ 700,000... 13 8,458,763 3.41
$700,001 - $ 800,000... 2 1,513,220 0.61
$800,001 - $ 900,000... 1 803,644 0.32
$900,001 - $1,000,000... 2 1,965,909 0.79
--- ------------ ------
Total........... 713 $247,760,792 100.00%
--- ------------ ------
--- ------------ ------
</TABLE>
- ------------------------------
(1) As of the Cut-off Date, the average current Loan principal balance is
expected to be approximately $347,491.
<TABLE>
<CAPTION>
PURPOSE OF MORTGAGE LOANS
- ----------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL
MORTGAGE BALANCE PERCENT OF
LOAN PURPOSE LOANS OUTSTANDING MORTGAGE POOL
- --------------------- --------- ------------ --------------
<S> <C> <C> <C>
Purchase............. 301 $101,265,334 40.87%
Rate or Term
Refinance........... 275 96,484,182 38.94
Equity-Out
Refinance........... 137 50,011,276 20.19
--- ------------ ------
Total............. 713 $247,760,792 100.00%
--- ------------ ------
--- ------------ ------
</TABLE>
<TABLE>
<CAPTION>
DOCUMENTATION PROGRAMS FOR MORTGAGE LOANS
- -----------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
DOCUMENTATION TYPE LOANS OUTSTANDING POOL
- ------------------- --------- ------------ --------------
<S> <C> <C> <C>
Full............... 713 $247,760,792 100.00%
--- ------------ ------
Total........... 713 $247,760,792 100.00%
--- ------------ ------
--- ------------ ------
</TABLE>
D-1
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
OCCUPANCY TYPES(1)
- -----------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
OCCUPANCY TYPE LOANS OUTSTANDING POOL
- ------------------- --------- ------------ --------------
<S> <C> <C> <C>
Primary
Residence......... 692 $240,464,615 97.06%
Second Home........ 21 7,296,177 2.94
--- ------------ ------
Total........... 713 $247,760,792 100.00%
--- ------------ ------
--- ------------ ------
</TABLE>
- ------------------------------
(1) Based upon representations of the related mortgagors at the time of
origination.
<TABLE>
<CAPTION>
TYPES OF MORTGAGED PROPERTIES
- ----------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
PROPERTY TYPE LOANS OUTSTANDING POOL
- -------------------- --------- ------------ --------------
<S> <C> <C> <C>
Single Family....... 620 $216,851,822 87.52%
Planned Unit
Development........ 65 21,440,278 8.65
Condominium......... 22 7,559,884 3.05
Townhouse........... 6 1,908,808 0.77
--- ------------ ------
Total............ 713 $247,760,792 100.00%
--- ------------ ------
--- ------------ ------
</TABLE>
<TABLE>
<CAPTION>
STATE DISTRIBUTION OF THE MORTGAGED PROPERTIES(1)
- -----------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
STATE LOANS OUTSTANDING POOL
- ------------------- --------- ------------ --------------
<S> <C> <C> <C>
Alabama............ 2 $ 1,014,159 0.41%
Arkansas........... 1 275,269 0.11
Arizona............ 5 1,595,195 0.64
California......... 330 119,129,158 48.08
Colorado........... 24 7,838,009 3.16
Connecticut........ 3 1,162,612 0.47
District of
Columbia.......... 2 1,021,460 0.41
Florida............ 30 10,933,457 4.41
Georgia............ 19 6,982,026 2.82
Idaho.............. 2 801,592 0.32
Illinois........... 25 7,665,831 3.09
Louisiana.......... 5 1,487,732 0.60
Massachusetts...... 12 3,957,411 1.60
Maryland........... 16 4,821,231 1.95
Maine.............. 1 325,200 0.13
Michigan........... 21 6,818,623 2.75
Minnesota.......... 16 5,183,443 2.09
Missouri........... 4 1,270,006 0.51
Mississippi........ 2 571,314 0.23
North Carolina..... 11 3,483,269 1.41
New Jersey......... 11 3,520,413 1.42
New Mexico......... 3 1,060,746 0.43
Nevada............. 4 1,194,017 0.48
New York........... 25 9,163,092 3.70
Ohio............... 8 2,646,378 1.07
Oklahoma........... 2 695,144 0.28
Oregon............. 12 3,938,615 1.59
Pennsylvania....... 9 2,896,550 1.17
South Carolina..... 2 902,996 0.36
Tennessee.......... 4 1,144,160 0.46
Texas.............. 36 12,805,158 5.17
Utah............... 8 3,012,472 1.22
Virginia........... 18 5,719,458 2.31
Washington......... 36 11,504,995 4.64
Wisconsin.......... 3 941,820 0.38
West Virginia...... 1 277,783 0.11
--- ------------ ------
Total........... 713 $247,760,792 100.00%
--- ------------ ------
--- ------------ ------
</TABLE>
- ------------------------------
(1) No more than approximately 1.24% of the Loans will be secured by properties
located in any one postal zip code area.
D-2
<PAGE>
<PAGE>
ABN AMRO MORTGAGE CORPORATION
(DEPOSITOR)
MORTGAGE PASS-THROUGH CERTIFICATES
(ISSUABLE IN SERIES)
ABN AMRO Mortgage Corporation (the 'Depositor') may sell, from time to time
on terms to be determined at the time of sale, one or more series (each a
'Series') of Mortgage Pass-Through Certificates (the 'Certificates') evidencing
beneficial ownership interests in assets deposited into a trust (a 'Trust Fund')
by the Depositor pursuant to a Pooling and Servicing Agreement (the 'Agreement')
executed by the Depositor, the Trustee and the Master Servicer for each Series.
Each Trust Fund will consist of separate pools (the 'Pools') of mortgage assets
('Mortgage Assets'), which may include adjustable or fixed rate, conventional,
one- to four-unit residential first mortgage loans, including loans secured by
shares in cooperative corporations ('Mortgage Loans'), certificates backed by
mortgage loans ('Mortgage Certificates') or any combination of the foregoing,
including any principal and/or interest payments relating thereto. If specified
in the related Prospectus Supplement, a Trust Fund may also include one or more
of the following: reinvestment income, reserve accounts, insurance policies,
guarantees or similar instruments or agreements intended to decrease the
likelihood that Certificateholders will experience delays in distributions of
scheduled payments on, or losses in respect of, the assets in such Trust Fund.
The Mortgage Loans will have been originated or purchased by one or more
qualified mortgage lenders as described herein (a 'Qualified Lender') and sold
to the Depositor by such Qualified Lender or another seller (in such capacity, a
'Mortgage Asset Seller'). The Qualified Lenders and Mortgage Asset Sellers may
include affiliates of the Depositor. The Prospectus Supplement for a Series will
name the entity or entities, which may include an affiliate of the Depositor,
which will act directly or through one or more other qualified mortgage loan
servicers, as master servicer (individually and collectively, the 'Master
Servicer') of the Mortgage Loans for such Series. The Pass-Through Rate or Rates
with respect to each Series of Certificates and specific information regarding
the Mortgage Assets comprising each Pool will be set forth in the related
Prospectus Supplement.
Each Series of Certificates will consist of one or more classes of
Certificates (each a 'Class'), which may include one or more senior Classes of
Certificates and one or more subordinate Classes of Certificates (respectively,
the 'Senior Certificates' and the 'Subordinate Certificates'). A Class of
Certificates of a Series may be divided into two or more Classes representing
interests in specified percentages of principal or interest, or both, in the
Mortgage Assets comprising the related Pool, as set forth in the related
Prospectus Supplement. Certain Series or Classes of Certificates may be covered
by one or more forms of credit enhancement, in each case as described in the
related Prospectus Supplement.
(Continued on next page)
------------------------
SEE 'RISK FACTORS' BEGINNING ON PAGE 13 HEREIN AND IN THE RELATED PROSPECTUS
SUPPLEMENT FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS BEFORE PURCHASING CERTIFICATES OF ANY SERIES.
------------------------
THE CERTIFICATES WILL NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF THE
DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. THE CERTIFICATES WILL NOT BE SAVINGS ACCOUNTS OR DEPOSITS AND
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS WILL BE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY NOR HAS THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY PASSED UPON THE ACCURACY OF THE INFORMATION CONTAINED IN THIS PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 18, 1998
<PAGE>
<PAGE>
(Continued from previous page)
The obligations of the Master Servicer with respect to the Certificates
will be limited to its contractual servicing obligations, supervision of other
Servicers, if any, and the obligation, if the amount available for distribution
to holders of Certificates evidencing interests in the related Pool on any
Distribution Date is less than the amount due them, to advance cash to such
Certificateholders to the extent the Master Servicer determines such advances
are recoverable from future payments and collections on the Mortgage Assets or
otherwise. See 'Description of the Certificates -- Advances and Limitations
Thereon' herein.
The Trust Fund relating to a Series of Certificates may elect to be treated
as one or more, 'real estate mortgage investment conduits' (each, a 'REMIC') for
Federal income tax purposes. See 'Certain Federal Income Tax Consequences'
herein.
Prior to issuance there will have been no market for the Certificates and
there can be no assurance that a secondary market for the Certificates will
develop. This Prospectus may not be used to consummate sales of a Series of
Certificates unless accompanied by a Prospectus Supplement. Certificates may be
offered through one or more different plans of distribution, including offerings
through underwriters. See 'Plan of Distribution' herein. Affiliates of the
Depositors may from time to time act as agents or underwriters in connection
with the sale of the Certificates.
<PAGE>
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT........................... 1
REPORTS TO CERTIFICATEHOLDERS................... 1
INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE..................................... 1
ADDITIONAL INFORMATION.......................... 1
SUMMARY......................................... 3
RISK FACTORS.................................... 13
THE POOLS....................................... 16
General....................................... 16
The Mortgage Loans............................ 16
General.................................... 16
General Characteristics of the Mortgage
Loans.................................... 17
Description of ARMs........................ 17
Description of the Fixed-Rate Mortgage
Loans.................................... 19
Assumption................................. 19
Description of Qualified Lenders........... 19
Payment Provisions of the Mortgage Loans... 19
Underwriting Policies...................... 20
Mortgage Certificates......................... 21
General.................................... 21
GNMA, FHLMC and FNMA Certificates.......... 21
Private Certificates....................... 24
THE DEPOSITOR................................... 25
USE OF PROCEEDS................................. 25
PREPAYMENT AND YIELD CONSIDERATIONS............. 26
General....................................... 26
Determination of Mortgage
Pass-Through Rates....................... 26
Determination of Certificate
Pass-Through Rate........................ 26
Yield......................................... 26
Price...................................... 26
Effective Pass-Through Rate................ 27
Other Yield Considerations................. 27
Maximum and Minimum Rates, Maximum Adjustment,
Payment Caps and Deferred Interest......... 28
Distribution Shortfalls.................... 28
Classes of Certificates.................... 28
MATURITY CONSIDERATIONS......................... 28
General....................................... 28
Maturity...................................... 29
Prepayment Considerations..................... 29
DESCRIPTION OF THE CERTIFICATES................. 31
General....................................... 31
Assignment of Mortgage Loans.................. 33
General.................................... 33
Representations and Warranties................ 34
<CAPTION>
PAGE
----
<S> <C>
Forward Commitments: Pre-Funding Account...... 36
Payments on Mortgage Loans.................... 37
Distributions on the Certificates............. 38
Advances and Limitations Thereon.............. 41
Adjustment to Master Servicing Fees in
Connection with Prepayment Interest
Shortfall.................................. 41
Example of Distribution....................... 42
Registration of Certificates.................. 43
Global Clearance, Settlement and Tax
Documentation Procedures................... 45
Initial Settlement......................... 46
Secondary Market Trading................... 46
Certain U.S. Federal Income Tax
Documentation Requirements............... 47
Reports to Certificateholders................. 48
Reports to the Trustee........................ 49
Collection and Other Servicing Procedures..... 49
Hazard Insurance.............................. 50
Realization Upon Defaulted Mortgage Loans..... 51
Administration Fees, Compensation and Payment
of Expenses................................ 52
Evidence as to Compliance..................... 52
Certain Matters Regarding the Master
Servicer................................... 52
Back-Up Master Servicer....................... 53
Special Servicing Agreements.................. 53
Events of Default............................. 53
Rights Upon Default........................... 54
Amendment..................................... 54
Termination................................... 55
CREDIT ENHANCEMENTS............................. 55
General....................................... 55
Subordination................................. 56
Shifting Interest Credit Enhancement.......... 56
Overcollateralization......................... 56
Reserve Fund.................................. 56
Letter of Credit.............................. 57
Surety Bond................................... 57
Special Hazard Insurance Policy............... 57
Bankruptcy Bond............................... 57
Cross-Support Features........................ 58
Other Arrangements for Credit Enhancements.... 58
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS..... 59
General....................................... 59
Foreclosure................................... 59
Rights of Redemption.......................... 60
Anti-Deficiency Legislation and Other
Limitations on Lenders..................... 60
</TABLE>
i
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Junior Liens; Rights of Senior Lienholders.... 61
'Due-on-Sale' Clauses......................... 62
Environmental Legislation..................... 63
Subordinate Financing......................... 63
Applicability of Usury Laws................... 64
Enforceability of Certain Provisions.......... 64
Co-op Loans................................... 64
CERTAIN FEDERAL INCOME TAX CONSEQUENCES......... 66
General....................................... 66
REMIC......................................... 66
Classification of REMICS................... 66
Qualification as a REMIC...................... 66
Characterization of Investments in
Certificates............................. 68
Taxation of Owners of Regular
Certificates............................. 68
Constant Yield Election.................... 70
Effects of Defaults and Delinquencies...... 71
Taxation of Owners of Residual
Certificates............................. 71
Pass-Through of Miscellaneous Itemized
Deductions............................... 73
Sales of Certificates...................... 74
Prohibited Transactions and Other
REMIC-Level Taxes........................ 74
Tax on Transfers of Residual Certificates
to Certain Organizations................. 75
Disregard of Certain Transfers............. 75
Termination................................ 76
<CAPTION>
PAGE
----
<S> <C>
Reporting and Other Administrative
Matters.................................. 76
Backup Withholding......................... 77
Foreign Investors.......................... 77
Purchase of Both Regular and Residual
Certificates............................. 78
Investment in Certificates Not Representing
Interests in
a REMIC.................................... 78
Classification of Trust Fund and
Characterization of Investment in
Certificates............................. 78
Taxation of Owners of P&I
Certificates............................. 78
Taxation of Owners of IO
Certificates............................. 81
Administration Fee, Voluntary Advances and
Subordinated
Amount................................... 82
Sales of Certificates...................... 83
Reporting.................................. 83
Backup Withholding......................... 84
Foreign Investors.......................... 84
STATE TAX CONSIDERATIONS........................ 84
ERISA CONSIDERATIONS............................ 84
PLAN OF DISTRIBUTION............................ 87
LEGAL INVESTMENT................................ 88
LEGAL MATTERS................................... 89
RATING.......................................... 89
INDEX OF SIGNIFICANT
DEFINITIONS................................... 90
</TABLE>
ii
<PAGE>
<PAGE>
PROSPECTUS SUPPLEMENT
The Prospectus Supplement relating to each Series of Certificates to be
offered hereunder will set forth with respect to such Series of Certificates,
among other things, (i) the aggregate principal balance of the Mortgage Loans,
Notional Amount, if any, Pass-Through Rate or Rates (or the manner of
determining such rate or rates) and authorized denominations of each Class of
such Certificates; (ii) certain information concerning the Mortgage Assets
comprising the Pool, including the type and characteristics of the Mortgage
Assets included in each such Pool on the date of issue and insurance policies or
other forms of credit enhancement relating to such Mortgage Assets; (iii) the
order of the application of payments to each Class of Certificates and the
specified aggregate original percentage interest of each such Class in the
Mortgage Assets comprising the Pool; (iv) the identity of each Class of
Subordinate Certificates included in such Series of Certificates, if any; (v)
information regarding any Subordinated Amount, Shifting Interest Credit
Enhancement and Reserve Fund; (vi) the Installment Due Dates, Determination
Dates and Distribution Dates; (vii) additional information regarding yield
considerations, maturity considerations and prepayment considerations, if
applicable; (viii) whether the Trust Fund will elect to be treated as one or
more REMICs; (ix) additional information with respect to the plan of
distribution of such Certificates; and (x) certain risk factors that should be
considered by investors in connection with the purchase of the Certificates of
such Series. If specific information respecting any Series of Certificates is
not known to the Depositor at the time a Series of Certificates is initially
offered, general information of the nature described above will be provided in
the related Prospectus Supplement, and specific information will be set forth in
a report on Form 8-K which will be available to investors in such Series of
Certificates at or before the initial issuance thereof and will be filed with
the Commission within 15 days after such initial issuance.
REPORTS TO CERTIFICATEHOLDERS
Unless and until Replacement Certificates (as defined herein) are issued,
the related Trust Fund will provide to CEDE & Co., as nominee of The Depository
Trust Company ('DTC') and registered holder of the Certificates and, upon
request, to DTC Participants (as defined herein), periodic and annual reports
concerning the related Trust Fund. Such reports may be made available to the
beneficial owners of the certificates (the 'Certificate Owners') upon request to
their DTC Participants. Such reports will not constitute financial statements
prepared in accordance with generally accepted accounting principles. Such
reports will not be examined and reported on by an independent public
accountant. See 'Description of the Certificates -- Reports to
Certificateholders' herein.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
All documents filed by the Depositor on behalf of the Trust Fund referred
to in the accompanying Prospectus Supplement with the Securities and Exchange
Commission (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'), on or
after the date of such Prospectus Supplement and prior to the termination of any
offering of the Certificates issued by such Trust Fund ('Subsequent Documents')
shall be deemed to be incorporated by reference in this Prospectus and to be a
part of this Prospectus from the date of filing of such Subsequent Documents. To
the extent that statements contained in Subsequent Documents modify or supersede
statements contained in the Prospectus, the statements contained in the
Subsequent Documents shall be deemed to modify and supersede statements
contained in this Prospectus.
The Depositor will provide or cause to be provided without charge to each
person to whom this Prospectus is delivered in connection with the offering of
one or more classes of Certificates, a copy of any or all documents or reports
incorporated herein by reference, in each case to the extent such documents or
reports relate to one or more of such classes of such Certificates, other than
the exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Requests to the Depositor should
be directed in writing to: ABN AMRO Mortgage Corporation, 181 West Madison
Street, Suite 3250, Chicago, Illinois 60602-4510, Attention: Maria
Fregosi -- Director - ABN AMRO Mortgage Operations.
ADDITIONAL INFORMATION
In connection with the issuance of each Series of Certificates registered
pursuant to the Registration Statement of which this Prospectus and the related
Prospectus Supplement are a part, the Depositor will be subject to the
1
<PAGE>
<PAGE>
informational requirements of the Exchange Act and, in accordance therewith,
will, if required by law, periodically file reports and other information with
the Commission. Such reports and other information filed can be inspected and
copied at the public reference facilities maintained by the Commission at its
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
its Regional Offices located as follows: Midwest Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and
Northeast Regional Office, 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can also be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, Washington, D.C. 20549, at
prescribed rates. Such material may also be accessed electronically by means of
the Commission's website on the Internet at www.gov.sec.
This Prospectus contains, and the Prospectus Supplement for each Series of
Certificates will contain, a summary of the material terms of the documents
referred to herein and therein, but neither contains nor will contain all the
information set forth in the Registration Statement of which this Prospectus is
a part. For further information, reference is made to such Registration
Statement and the exhibits thereto which the Depositor has filed with the
Commission, Washington, D.C., under the Securities Act of 1933, as amended (the
'Securities Act'). Statements contained in this Prospectus and any Prospectus
Supplement as to the contents of any contract or other document referred to are
summaries, and in each instance, reference is made to the copy of the contract
or other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference. Copies of the
Registration Statement may be obtained from the Commission, upon payment of the
prescribed charges, or may be examined free of charge at the Commission's
offices. Copies of the Pooling and Servicing Agreement will be provided to each
person to whom a Prospectus is delivered upon written or oral request directed
to: ABN AMRO Mortgage Corporation, 181 West Madison Street, Suite 3250, Chicago,
Illinois 60602-4510, Attention: Maria Fregosi -- Director - ABN AMRO Mortgage
Operations. (Telephone: 312-904-8507).
Copies of the most recent Prospectus for certificates issued by FNMA and
FNMA's annual report and other quarterly financial statements as well as other
financial information may be obtained from FNMA by writing or calling its MBS
Helpline at 3900 Wisconsin Avenue, N.W., Area 2H-3S, Washington, D.C. 20016,
telephone 1-800-BEST-MBS or 202-752-6547. Neither the Depositor nor any of the
underwriters which might be designated to offer the Certificates participated in
the preparation of any such documents, and no such entity has conducted any
independent inquiry to verify the accuracy or completeness of the information
set forth in FNMA's Prospectus, annual report or other reports or statements.
Copies of the most recent Offering Circular for certificates issued by FHLMC
as well as FHLMC's most recent Information Statement and Information Statement
Supplement can be obtained by writing or calling the Investor Inquiry Department
of FHLMC at 8200 Jones Branch Drive, McLean, Virginia 22102 (telephone
1-800-336-FMPC). Neither the Depositor nor any of the underwriters which might
be designated to offer the Certificates participated in the preparation of any
of such documents, and no such entity has conducted any independent inquiry so
verify the accuracy or completeness of the information set forth in FHLMC's
Offering Circular, Information Statement or Information Statement Supplement.
UNTIL 90 DAYS AFTER THE DATE OF EACH PROSPECTUS SUPPLEMENT, ALL DEALERS
EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES COVERED BY SUCH PROSPECTUS
SUPPLEMENT, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION THEREOF, MAY BE
REQUIRED TO DELIVER SUCH PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS SUPPLEMENT AND
PROSPECTUS WHEN ACTING AS UNDERWRITERS OF THE SERIES OF CERTIFICATES COVERED BY
SUCH PROSPECTUS SUPPLEMENT AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
NO PERSON HAS BEEN AUTHORIZED TO GIVE INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT WITH RESPECT HERETO AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT WITH RESPECT HERETO DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE CERTIFICATES
OFFERED HEREBY AND THEREBY NOR AN OFFER OF THE CERTIFICATES TO ANY PERSON IN ANY
STATE OR OTHER JURISDICTION IN WHICH SUCH OFFER WOULD BE UNLAWFUL. THE DELIVERY
OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO ITS DATE.
2
<PAGE>
<PAGE>
SUMMARY
This summary is qualified in its entirety by reference to the detailed
information appearing elsewhere in this Prospectus and in the related Prospectus
Supplement which will be prepared in connection with each Series of
Certificates. THE SUPPLEMENT FOR EACH SERIES WILL SPECIFY THE EXTENT (IF ANY) TO
WHICH THE TERMS OF SUCH SERIES OR THE RELATED MORTGAGE ASSETS VARY FROM THE
DESCRIPTION OF CERTIFICATES AND MORTGAGE ASSETS IN GENERAL WHICH IS CONTAINED IN
THIS PROSPECTUS. All capitalized terms used in this Prospectus but not defined
herein shall have the meanings given them in the Agreement.
<TABLE>
<S> <C>
SECURITIES OFFERED........................ Mortgage Pass-Through Certificates (Issuable in Series).
ISSUER.................................... With respect to each Series of Certificates, a trust will be formed
by the Depositor pursuant to a Pooling and Servicing Agreement
between the Depositor, the Master Servicer and the Trustee.
DEPOSITOR................................. ABN AMRO Mortgage Corporation (the 'Depositor') is a limited purpose,
wholly owned indirect subsidiary of ABN AMRO Bank N.V. The Depositor
will acquire Mortgage Loans and/or Mortgage Certificates from
Mortgage Asset Sellers or Qualified Lenders, and will deposit such
Mortgage Assets with the Trustee to form the Pool underlying the
Certificates.
MASTER SERVICER........................... One or more entities, which may include an affiliate of the
Depositor, will be named in the related Prospectus Supplement as the
Master Servicer for a Series of Certificates. The Master Servicer
will be responsible for the servicing and administration of the
Mortgage Assets as set forth in the related Prospectus Supplement.
Any Master Servicer or any successor Master Servicer may contract
with Servicers, who also may be Qualified Lenders or Mortgage Asset
Sellers, to perform all or a portion of the servicing functions on
behalf of such Master Servicer. See 'Description of the
Certificates.'
[BACK-UP MASTER SERVICER.................. ABN AMRO Bank N.V.]
TRUSTEE................................... The Trustee with respect to a Series, which may be an affiliate of
the Depositor, will be specified in the related Prospectus
Supplement. See 'Description of the Certificates' herein for a
description of the Trustee's rights and obligations.
THE POOLS................................. Each Pool will consist of Mortgage Loans, Mortgage Certificates, or
any combination of the foregoing ('Mortgage Assets'), together with
certain accounts, reserve funds, insurance policies, letters of
credit and related agreements specified in the related Prospectus
Supplement. If so specified in the related Prospectus Supplement, the
Mortgage Assets may be divided into asset groups (each an 'Asset
Group') and the Certificates of separate Classes will evidence
ownership interests of a corresponding Asset Group. The Pool for a
Series will also include the Certificate Account and may include
certain policies of insurance relating to the Mortgage Assets and
various credit enhancements, all as specified in the related
Prospectus Supplement. See 'The Pools' and 'Description of the
Certificates' herein.
(1) THE MORTGAGE LOANS
Each Mortgage Loan included in a Pool will be originated or purchased
by a Qualified Lender and will be acquired by the Depositor from a
Qualified Lender or a Mortgage Asset Seller.
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Qualified Lenders and Mortgage Asset Sellers may be affiliates of the
Depositor. The Mortgage Loans relating to any Series of Certificates
may, as set forth in the related Prospectus Supplement, be adjustable
or fixed rate conventional one- to four-unit residential first
Mortgage Loans. Adjustable Rate Mortgage Loans ('ARMs') will, as
described herein and in the related Prospectus Supplement, permit or
require periodic changes in the interest rates borne by such Mortgage
Loans (the 'Mortgage Interest Rates'), and in the scheduled monthly
payments of principal and interest (the 'Monthly Payments') made on
such Mortgage Loans. See 'The Pools -- The Mortgage Loans' herein.
The Mortgage Loans will be evidenced by notes or other evidence of
indebtedness (the 'Mortgage Notes') secured by one- to four-unit
residential properties or by shares in cooperative corporations. The
residential properties or cooperative corporations relating to the
Mortgage Loans shall be located in any jurisdiction within the United
States of America ('USA'), as specified in the related Prospectus
Supplement. See 'The Mortgage Pool' in the related Prospectus
Supplement. Unless otherwise specified in the related Prospectus
Supplement, each Mortgage Loan will have a 5- to 40-year term to
maturity at origination and a principal balance at origination of not
more than $2,000,000. The related Prospectus Supplement will specify
whether any of the Mortgage Loans will be covered by primary mortgage
guaranty insurance.
In addition, to the extent set forth in the related Prospectus
Supplement, the beneficial interests in the Mortgage Loans relating
to a Series of Certificates may be in the form of participation
interests therein which will represent REMIC 'regular interests' in a
Trust Fund which contains the Mortgage Loans relating to such Series.
(2) THE MORTGAGE CERTIFICATES
A Pool may include certain assets (the 'Mortgage Certificates') which
may consist of GNMA Certificates, FHLMC Certificates, FNMA
Certificates, Private Certificates or any combination thereof.
Private Certificates, as used herein, may evidence beneficial
interests in mortgage loans or mortgage-backed securities including
pass-through certificates representing beneficial interests in
certain securities consisting in whole or in part of interests in
governmental certificates (e.g., GNMA Certificates, FHLMC
Certificates and FNMA Certificates), or any combination thereof. Any
GNMA Certificates included in a Pool will be guaranteed as to full
and timely payment of principal and interest by GNMA, which guaranty
is backed by the full faith and credit of the United States. Any
FHLMC Certificates included in the Pool will be guaranteed as to the
timely payment of interest and ultimate collection (and if so
specified in the related Prospectus Supplement timely payment of
principal) by FHLMC. Any FNMA Certificates included in a Pool will be
guaranteed as to timely payment of scheduled payments of principal
and interest by FNMA.
Each Mortgage Certificate will evidence an interest in a pool of
mortgage loans and/or in principal distributions and interest
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distributions thereon. Such loans may have been originated or
purchased by affiliates of the Depositor. The Prospectus Supplement
for each Series will specify the aggregate approximate principal
balance of GNMA, FHLMC and FNMA Certificates and of Private
Certificates included in a Pool and will describe the principal
characteristics of the underlying mortgage loans or cooperative loans
and any insurance, guaranty or other credit support applicable to
such loans, the Mortgage Certificates or both. In addition, the
related Prospectus Supplement will describe the terms upon which
distributions will be made to the Trustee as the holder of the
Mortgage Certificates. The Mortgage Certificates included in any Pool
will be registered in the name of the Trustee or its nominee or in
the case of book-entry Mortgage Certificates in the name of a
financial intermediary with a Federal Reserve Bank or a clearing
corporation and will be held by the Trustee only for the benefit of
the related Series of Certificates. See 'The Pools -- Mortgage
Certificates -- Additional Information.'
AGREEMENT................................. The Certificates of each Series offered by this Prospectus and the
related Prospectus Supplement will be issued pursuant to a separate
Pooling and Servicing Agreement (the 'Agreement') among the Depositor
and the Master Servicer and the Trustee specified in such Prospectus
Supplement. See 'Description of the Certificates.'
FORWARD COMMITMENTS; PRE-FUNDING
ACCOUNT................................. If specified in the related Prospectus Supplement relating to any
Series, the Trustee or the Master Servicer may, on behalf of the
related Trust Fund, enter into an agreement (each, a 'Forward
Purchase Agreement') with the Depositor whereby the Depositor will
agree to transfer additional Mortgage Loans to such Trust Fund
following the date on which such Trust Fund is established and the
related Certificates are issued. Any Forward Purchase Agreement will
require that any Mortgage Loans so transferred to a Trust Fund
conform to the requirements specified in such Forward Purchase
Agreement. If a Forward Purchase Agreement is to be utilized, and
unless otherwise specified in the related Prospectus Supplement, the
Trustee will be required to deposit in a segregated account (each, a
'Pre-Funding Account') all or a portion of the proceeds received by
the Trustee in connection with the sale of one or more classes of
Certificates of the related Series; subsequently, the additional
Mortgage Loans will be transferred to the related Trust Fund in
exchange for money released to the Depositor from the related Pre-
Funding Account in one or more transfers. Each Forward Purchase
Agreement will set a specified period during which any such transfers
must occur. The Forward Purchase Agreement or the related Agreement
will require that, if all moneys originally deposited to such
Pre-Funding Account are not so used by the end of such specified
period, then any remaining moneys will be applied as a mandatory
prepayment of the related class or classes of Certificates as
specified in the related Prospectus Supplement. Unless otherwise
specified in the related Prospectus Supplement, the specified period
for the acquisition by a Trust Fund of additional Mortgage Loans will
not exceed three months from the date such Trust Fund is established.
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DESCRIPTION OF THE CERTIFICATES........... Each Class of Certificates within a Series will evidence the interest
specified in the related Prospectus Supplement in the Pool
established for such Series together with amounts held in a trust
account established and maintained by the Master Servicer or the
Trustee under the Agreement (the 'Certificate Account') and certain
other property held in trust for the benefit of the
Certificateholders (collectively, the 'Trust Fund'). Each Series of
Certificates may consist of one or more subclasses of Certificates of
equivalent priority or may consist of one or more Classes of senior
Certificates (the 'Senior Certificates') and one or more Classes of
subordinate Certificates (the 'Subordinate Certificates' and,
together with the Senior Certificates, the 'Certificates'). The
Subordinate Certificates of a Series will be subordinated in certain
respects described in the related Prospectus Supplement to the Senior
Certificates of the same Series. A Series may also contain one or
more classes of Compounding Certificates, Stripped Certificates,
Prepayment Certificates, Non-Accelerated Certificates and other types
of Certificates or a combination thereof, all as set forth in the
related Prospectus Supplement. Each Class of a Series may bear
interest at a different Pass-Through Rate and may evidence the right
to receive a specified portion of each distribution of principal or
interest or both, in the order specified in the related Prospectus
Supplement. The Certificates will be issuable in most instances in
book-entry form in the authorized denominations specified in the
related Prospectus Supplement. See 'Description of the Certificates'
herein.
Any Class of Certificates of a Series offered hereby and by the
related Prospectus Supplement will be rated by at least one
nationally recognized statistical rating agency or organization that
initially rates the Series at the request of the Depositor and is
identified in the related Prospectus Supplement ('Rating Agency') in
one of such Rating Agency's four highest rating categories
('Investment Grade'). 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 assigning Rating Agency. Further, such ratings do not
address the effects of prepayments on the yield anticipated by an
investor.
Certain Series or Classes of Certificates may be enhanced by certain
forms of credit enhancement, in each case as described in the related
Prospectus Supplement. The Certificates will not be guaranteed or
insured by any government agency or other insurer and, except as
described below and in the related Prospectus Supplement, the
Mortgage Assets comprising the Pool relating to a Series of
Certificates will not be guaranteed or insured by any government
agency or other insurer. See 'Credit Enhancements' herein.
REGISTRATION OF CERTIFICATES.............. Unless otherwise specified in the related Prospectus Supplement,
Certificateholders may elect to hold their Certificate interests
through DTC, in the United States, or Centrale de Livraison de
Valeurs Mobilieres S.A. ('CEDEL') or the Euroclear System
('Euroclear'), in Europe. Transfers within DTC, CEDEL or Euroclear,
as the case may be, will be in accordance with the usual
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rules and operating procedures of the relevant system. Cross-market
transfers between persons holding directly or indirectly through DTC,
on the one hand, and counterparties holding directly or indirectly
through CEDEL or Euroclear, on the other, will be effected in DTC
through Citibank, N.A. ('Citibank') or Morgan Guaranty Trust Company
of New York ('Morgan'), the relevant depositaries (collectively, the
'Depositaries') of CEDEL or Euroclear, respectively, and each
participating member of DTC. The Certificates will initially be
registered in the name of CEDE & Co., the nominee of DTC. The
interests of the Certificateholders will be represented by
book-entries on the records of DTC and participating members thereof.
Certificates will be available in definitive form only under the
limited circumstances described herein. See 'Risk Factors' and
'Description of the Certificates -- Registration of Certificates'
herein.
INTEREST.................................. Each class of Certificates of a Series will accrue interest from the
date and at the fixed or adjustable Pass-Through Rate set forth (or
determined as set forth) in the related Prospectus Supplement, except
for any class of Certificates which are entitled to receive
distributions of principal on Mortgage Loans and/or Mortgage
Certificates, but not to receive distributions of interest thereon
('PO Certificates').
Accrued interest will be distributed (to the extent of available
funds and subject to negative amortization, if any, on the underlying
Mortgage Loans) at the times and in the manner specified in such
Prospectus Supplement. Distributions of interest on any class of
Compounding Certificates will commence at the time specified in such
Prospectus Supplement; until then, interest on the Compounding
Certificates will be added to the Certificate Balance thereof and
will thereafter accrue interest.
Interest on each Mortgage Loan that does not provide for negative
amortization will be passed through to the Certificateholders monthly
at the Mortgage Pass-Through Rate for that Mortgage Loan from the
date identified in the related Prospectus Supplement. Interest on
Mortgage Loans that provide for negative amortization will accrue on
the Principal Balance thereof at the Mortgage Interest Rates
identified in the related Prospectus Supplement. In the event the
amount of interest paid by an obligor on a Mortgage Note (a
'Mortgagor') on such a Mortgage Loan in any month is less than the
amount of interest accrued on the Principal Balance thereof, such
excess interest ('Deferred Interest') will be added to the Principal
Balance of such negatively amortizing Mortgage Loan. The amount of
interest that will be deposited into the Certificate Account with
respect to each Mortgage Loan in any month will equal the amount of
interest paid by a Mortgagor less a fee for the servicing of the
Mortgage Loan and related expenses payable to the Master Servicer
specified in the related Prospectus Supplement (the 'Administration
Fee'). The Administration Fee may be fixed or may adjust as specified
in the related Prospectus Supplement. See 'Prepayment and Yield
Considerations' and 'Description of the Certificates' herein.
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In the event a Mortgagor prepays all or part of the principal balance
of a Mortgage Loan, such Mortgagor will only pay interest on the
amount prepaid to the date of prepayment. Unless otherwise specified
in the related Prospectus Supplement, in order to minimize any
resulting shortfall in interest for the corresponding month in which
the prepayment was made (such shortfall, a 'Prepayment Interest
Shortfall'), the Master Servicer will adjust or forego a portion of
the current Administration Fees due to the Master Servicer, to the
extent available, so that up to a full month's interest payment on
such Mortgage Loans will be passed through to the Certificateholders
at the applicable Mortgage Pass-Through Rate. See 'Description of the
Certificates -- Adjustment to Master Servicing Fees in Connection
with Prepayment Interest Shortfall' herein.
PRINCIPAL (INCLUDING PREPAYMENTS)......... Each class of Certificates of a Series (except for Certificates
entitled to receive distributions of interest only on the Mortgage
Loans and/or Mortgage Certificates, but not distributions of
principal thereon and are denominated in Notional Balances (the 'IO
Certificates')) will (to the extent of available funds) receive
distributions of principal in the amounts, at the times and in the
manner specified in the related Prospectus Supplement until its
initial aggregate Certificate Balance has been fully amortized. The
aggregate amount distributed as principal for a Series will generally
be equal to (or determined pursuant to a formula based on) the amount
of principal received on the related Pool during the period specified
in the related Prospectus Supplement. Allocations of distributions of
principal will be made to the Certificates of each class in the
proportions, during the periods and in the order specified in the
related Prospectus Supplement. The Certificate Balance of a class or
classes of Certificates may increase in accordance with any negative
amortization experienced by Mortgage Loans and Mortgage Certificates
in the related Pool. Distributions will be made pro rata among the
Certificates of each class then entitled to receive such
distributions. See 'Maturity Considerations' and 'Description of the
Certificates' herein.
CREDIT ENHANCEMENT........................ Credit enhancement in the form of reserve funds, subordination,
insurance policies, letters of credit or other types of credit
enhancement may be provided with respect to the Mortgage Assets or
with respect to one or more Classes of Certificates of a Series. If
Mortgage Assets are divided into separate Asset Groups, the
beneficial ownership of which is evidenced by a separate Class or
Classes of a Series, credit enhancement may be provided by a
cross-support feature which requires that distributions be made with
respect to Certificates evidencing beneficial ownership of one Asset
Group prior to distributions to Subordinate Certificates evidencing
beneficial ownership in another Asset Group within the Trust Fund.
The type, characteristics and amount of credit enhancement will be
determined based upon the characteristics of the Mortgage Assets and
other factors and will be established on the basis of requirements of
each Rating Agency rating the Certificates of such Series to enable
the Certificates of such Series to receive a rating from a Rating
Agency set forth below. See 'Credit Enhancements'
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and 'Rating' herein. The protection against losses provided by such
credit enhancement will be limited. See 'Description of the
Certificates' and 'Credit Enhancements.'
A. SUBORDINATE CERTIFICATES; SHIFTING INTEREST; RESERVE FUND
One or more Classes of any Series may be Subordinate Certificates, as
specified in the related Prospectus Supplement. The rights of the
Subordinate Certificateholders to receive any or a specified portion
of distributions with respect to the Mortgage Loans will be
subordinated to the rights of the Senior Certificateholders to the
extent specified in the related Prospectus Supplement (the
'Subordinated Amount').
If so specified in the related Prospectus Supplement, the
subordination feature may be enhanced by distributing to the Senior
Certificateholders on certain Distribution Dates, as payment of
principal, a certain percentage of all Principal Prepayments received
during the prior Prepayment Period ('Shifting Interest Credit
Enhancement'). This will have the effect of accelerating the
amortization of the Senior Certificates while increasing the
respective interest in the Trust Fund evidenced by the Subordinate
Certificates. Increasing the respective interest of the Subordinate
Certificates relative to that of the Senior Certificates is intended
to preserve the availability of the subordination provided by the
Subordinate Certificates. See 'Credit Enhancements -- Subordination'
and ' -- Shifting Interest Credit Enhancement' herein.
In addition to the preferential right of the Senior
Certificateholders to receive current distributions from the Pool, to
the extent specified in the related Prospectus Supplement, a reserve
fund may be established relating to such Series of Certificates (the
'Reserve Fund'). The related Prospectus Supplement will specify
whether or not the Reserve Fund is part of the Trust Fund. Unless
otherwise specified in the related Prospectus Supplement, the Reserve
Fund, if any, will be created with an initial cash deposit by the
Depositor (the 'Initial Deposit') in an amount specified in the
related Prospectus Supplement and augmented by the retention of
distributions otherwise available to the Subordinate
Certificateholders until the Reserve Fund reaches an amount (the
'Specified Reserve Fund Balance') specified in the related Prospectus
Supplement. See 'Credit Enhancements -- Reserve Fund' herein.
The subordination feature will enhance the likelihood of timely
receipt by Senior Certificateholders of the full amount of scheduled
monthly payments of principal and interest due them and will protect
the Senior Certificateholders against certain losses; however, in
certain circumstances the Reserve Fund, if any, could be depleted and
temporary shortfalls could result. If on any Distribution Date, after
taking into account the aggregate amount of payments received from
the Mortgage Loans, any Advances (as described below) and amounts
available in the Reserve Fund, if any, as specified in the related
Prospectus Supplement, do not provide sufficient funds to make full
disbursements to the Senior Certificateholders of such
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Series, unless otherwise specified in the related Prospectus
Supplement, the amount of such shortfall (the 'Shortfall'), plus
interest at the applicable Pass-Through Rate or Rates, will be added
to the amount the Senior Certificateholders are entitled to receive
on the next Distribution Date in the order and the proportions as
specified in the related Prospectus Supplement. In the event the
Reserve Fund, if any, is depleted before the Subordinated Amount is
reduced to zero, such Senior Certificateholders will nevertheless
have a preferential right to receive current distributions from the
Pool to the extent of the then outstanding Subordinated Amount.
Unless otherwise specified in the related Prospectus Supplement,
until the Subordinated Amount is reduced to zero, on any Distribution
Date any amounts otherwise distributable to the Subordinate
Certificates or, to the extent specified in the Agreement, in the
Reserve Fund, if any, shall generally be used to offset the amount of
any losses realized ('Realized Losses') with respect to the Mortgage
Loans. Realized Losses remaining after application of such amounts
shall generally be applied to reduce the ownership interest of the
Subordinate Certificates in the Pool. If the Certificate Balance of
the Subordinate Certificates has been reduced to zero, the Senior
Certificates will bear all Realized Losses whether or not there is
any remaining Subordinated Amount.
B. ALTERNATIVE CREDIT ENHANCEMENT INCLUDING INSURANCE, LETTERS OF
CREDIT AND SURETY BONDS
As an alternative, or in addition to the credit enhancement afforded
by the Subordinate Certificates, credit enhancement with respect to a
Series of Certificates may be provided by mortgage insurance, hazard
insurance, by the deposit of cash, certificates of deposit, letters
of credit, surety bonds, a separate pool of mortgage loans or
mortgage certificates, a limited guaranty insurance policy issued by
one or more insurance companies, or by such other methods as may be
set forth in the Prospectus Supplement for such Series.
To the extent described in the related Prospectus Supplement and to
the extent it will not result in the downgrading of any rating on the
related Certificates by the Rating Agency rating such Certificates,
certain insurance policies (or deposits in lieu thereof) may cover
more than one Series of Certificates.
ADVANCES.................................. Unless otherwise specified in the related Prospectus Supplement, in
the event of delinquencies in payments on the Mortgage Loans, the
Master Servicer will make advances of cash ('Advances') to the
holders of each Class of Certificates, but only to the extent that it
determines such Advances will be recoverable from future payments and
collections on the Mortgage Loans or otherwise. Any such Advances
will be recoverable to the Master Servicer as described herein or in
the applicable Prospectus Supplement. See 'Description of the
Certificates -- Advances and Limitations Thereon.'
OPTIONAL TERMINATION...................... Unless otherwise specified in the related Prospectus Supplement, the
Depositor may, at its option with respect to any Series of
Certificates, repurchase all Mortgage Assets remaining outstanding at
such time as the aggregate outstanding Principal Balance of such
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Mortgage Assets is less than 10% of the aggregate outstanding
principal balance of the Mortgage Assets as of the first day of the
month of issuance of the related Series or such other date as is
specified in the related Prospectus Supplement (the 'Cut-Off Date').
Unless otherwise provided in the related Prospectus Supplement, and
if the Trust Fund issuing a particular Series of Certificates elects
real estate mortgage investment conduit ('REMIC') status under the
Internal Revenue Code of 1986, as amended (the 'Code'), the
repurchase price will equal the sum of (a) the principal balance of
each such Mortgage Asset, plus accrued interest thereon at the
applicable Mortgage Pass-Through Rate or Mortgage Certificate
interest rate to the date specified in the related Prospectus
Supplement, less any unreimbursed Advances made with respect to any
such Mortgage Asset and (b) the fair market value of all acquired
property in respect of any Mortgage Asset, less any unreimbursed
Advances made with respect to any such Mortgage Asset. See
'Description of the Certificates -- Termination' herein.
FEDERAL INCOME TAX CONSIDERATIONS......... The Federal income tax consequences to Certificateholders will vary
depending on the characteristics of a Trust Fund and whether the
Trust Fund issuing a particular Series of Certificates elects REMIC
status under the Code. See 'Certain Federal Income Tax Consequences'
herein. Generally, if a Trust Fund elects REMIC status, one or more
classes of Certificates will be treated as REMIC 'regular interests'
(the 'Regular Certificates'). For Federal income tax purposes, a
Regular Certificate will be treated as a debt instrument issued by
the REMIC. The amounts includible in the income of a Regular
Certificate holder will be determined under the accrual method of
accounting. One or more Series of Regular Certificates may be issued
with 'original issue discount' that is not de minimis. Holders of any
such Series of Regular Certificates will be required to include such
original issue discount in gross income for Federal income tax
purposes as it is deemed to accrue, in advance of the receipt of the
cash attributable to such income. If a Regular Certificate is issued
at a premium, the holder will be entitled to make an election to
amortize such premium on a constant yield method as an offset to the
interest income on such Certificate.
If no REMIC election is made, the Trust Fund will be treated as a
grantor trust and not as an association taxable as a corporation. The
treatment of a particular Series of Certificates will depend on the
characteristics of such Series. The holders of Certificates will
either be treated as holders of undivided pro rata interests in the
underlying Mortgage Loans or as owners of stripped bonds or stripped
coupons. If the stripped bond rules do not apply with respect to a
particular Series, the holders of such Series must include in income
their allocable share of interest income of the Trust Fund and may,
subject to applicable limitations, deduct their allocable share of
the expenses of the Trust Fund. If the stripped bond rules do apply
with respect to a particular Series, the income with respect to such
Series generally will be accounted for under the original issue
discount rules under a constant yield to maturity
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method, which may require inclusion prior to the receipt of the cash
associated with such income.
ERISA..................................... A fiduciary of any employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ('ERISA'), or the
Code should carefully review with its own legal advisors whether the
purchase or holding of Certificates could give rise to a transaction
prohibited or otherwise impermissible under ERISA or the Code. See
'ERISA Considerations' herein and in the related Prospectus
Supplement.
LEGAL INVESTMENT.......................... The Certificates offered hereby and by the related Prospectus
Supplement will generally constitute 'mortgage-related securities'
under the Secondary Mortgage Market Enhancement Act of 1984 ('SMMEA')
so long as they are rated by a Rating Agency in one of its two
highest rating categories. Any such Certificates would be 'legal
investments' for certain types of institutional investors to the
extent provided in SMMEA, subject to state laws overriding SMMEA. A
number of states have enacted legislation overriding the legal
investment provisions of SMMEA. Certificates that do not constitute
'mortgage-related securities' under SMMEA will require registration,
qualification or an exemption under applicable state securities laws
and may not be 'legal investments' to the same extent as
'mortgage-related securities.' See 'Legal Investment' herein.
RATING.................................... Each Class of Certificates offered by means of this Prospectus and
the related Prospectus Supplement will be rated in an Investment
Grade rating category by the Rating Agency or Agencies identified in
such Prospectus Supplement. 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 assigning Rating Agency. Further, such ratings do
not address the effects of prepayments on the yield anticipated by an
investor.
RISK FACTORS.............................. In considering an investment in any Series of the Certificates,
investors should recognize that there are risk factors associated
with such an investment. See 'Risk Factors' herein and in the related
Prospectus Supplement.
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RISK FACTORS
Prospective Certificateholders should consider, among other things, the
following risk factors in connection with the purchase of the Certificates:
1. Limited Obligations and Assets of the Depositor. The Certificates will
not represent an interest in or obligation of the Depositor or any of its
affiliates. The Certificates will not be insured or guaranteed by any government
agency or instrumentality, nor, unless expressly provided in the related
Prospectus Supplement, by the Depositor or any of its affiliates, any Servicer
or the Master Servicer. Unless otherwise set forth in the Prospectus Supplement
for a Series, the Trust Fund for a Series will be the only available source of
funds to make distributions on the Certificates of such Series. The only
obligations of the Depositor with respect to the Certificates of any Series will
be pursuant to certain representations and warranties. See 'Description of the
Certificates -- Representations and Warranties.' The Depositor does not have,
and is not expected in the future to have, any significant assets with which to
meet any obligation to repurchase Mortgage Assets with respect to which there
has been a breach of any representation or warranty. If, for example, the
Depositor were required to repurchase a Mortgage Asset, its only sources of
funds to make such repurchase would be from funds obtained from the enforcement
of a corresponding obligation, if any, on the part of the originator of the
Mortgage Asset, the Mortgage Asset Seller, the Servicer or the Master Servicer,
as the case may be, or from a reserve fund established to provide funds for such
repurchases. See 'The Depositor.'
2. Average Life of Certificates Affecting Yield to Certificateholders:
Prepayment Considerations. Prepayments on the Mortgage Assets in any Trust Fund
generally will result in a faster rate of principal payments on one or more
Classes of the related Certificates than if payments on such Mortgage Assets
were made as scheduled. Thus, the prepayment experience on the Mortgage Assets
may affect the average life of each Class of related Certificates. Prepayments
also may result from mandatory prepayments relating to unused moneys held in
Pre-Funding Accounts. The rate of principal payments on pools of mortgage loans
varies between pools and from time to time is influenced by a variety of
economic, demographic, geographic, social, tax, legal and other factors. There
can be no assurance as to the rate of prepayment on the Mortgage Assets in any
Trust Fund or that the rate of payments will conform to any model described
herein or in any Prospectus Supplement. If prevailing interest rates fall
significantly below the applicable mortgage rates, principal prepayments are
likely to be higher than if prevailing rates remain at or above the rates borne
by the mortgage loans underlying or comprising the Mortgage Assets in any Trust
Fund. As a result, the actual maturity of any Class of Certificates could occur
significantly earlier than expected. A Series of Certificates may include one or
more Classes of Certificates with priorities of payment and, as a result, yields
on other classes of Certificates of such Series may be more sensitive to
prepayments on Mortgage Assets. A Series of Certificates may include one or more
Classes offered at a significant premium or discount. Yields on such Classes of
Certificates will be sensitive, and in some cases extremely sensitive, to
prepayments on Mortgage Assets and, where the amount of interest payable with
respect to a Class is disproportionately high as compared to the amount of
principal, as with certain Classes of Stripped Certificates, a holder might, in
some prepayment scenarios, fail to recoup its original investment. A Series of
Certificates may include one or more Classes of Certificates that provide for
distribution of principal thereof from amounts attributable to interest accrued
but not currently distributable on one or more classes of Compounding
Certificates and, as a result, yields on such Certificates will be sensitive to
(a) the provisions of such Certificates relating to the timing of distributions
of interest thereon and (b) if such Compounding Certificates accrue interest at
a variable or adjustable Pass-Through Rate, changes in such rate. [In addition,
the Depositor may, solely at its option and subject to the terms of the
applicable Pooling and Servicing Agreement, purchase any defaulted Mortgage Loan
or any Mortgage Loan as to which default is imminent from the Trust Fund.] See
'Prepayment and Yield Considerations' and 'Maturity Considerations' herein.
3. Limitations of Subordinated Amounts. With respect to Certificates of a
Series having a Class of Subordinated Certificates, while the subordination
feature is intended to enhance the likelihood of timely payment of principal and
interest to Senior Certificateholders, the Subordinated Amount may be limited,
as specified in the Prospectus Supplement, the Subordinated Amount, if any,
could be depleted in certain circumstances, and payments applied to the Senior
Certificates which are otherwise due to the Subordinated Certificates may be
less than losses. See 'Credit Enhancements -- Subordination' herein and
'Description of the Certificates' in the related Prospectus Supplement.
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4. Limitations of Insurance and Credit Enhancements. If insurance policies
or other credit enhancement are provided with respect to a Series of
Certificates, the insurance policies or credit enhancement on the Mortgage
Assets, the Pools or all or any part of a Trust Fund will not cover all
contingencies and will cover certain contingencies only to a limited extent. See
'Credit Enhancements.'
5. Limited Liquidity of the Certificates. There can be no assurance that a
secondary market will develop for the Certificates of any Series or, if it does
develop, that it will provide the holders of Certificates of such Series with
liquidity of investment or that it will remain for the term of such Series of
Certificates. Although the Certificateholders of each Series will receive
monthly statements containing certain statistical information with respect to
the related Pool, initially the Depositor does not intend to publish information
relating to the Certificates of any Series or any Pool. The limited availability
of any such published information may affect the liquidity of the Certificates.
In addition, the issuance of the Certificates in book-entry form may reduce the
liquidity of such Certificates in the secondary trading market since investors
may be unwilling to purchase Certificates for which they cannot obtain physical
certificates. See 'Description of the Certificates -- Registration of
Certificates' herein.
6. Certain Federal Tax Considerations Regarding REMIC Residual
Certificates. Holders of REMIC Residual Certificates will be required to report
on their federal income tax returns as ordinary income their pro rata share of
taxable income of the REMIC regardless of the amount or timing of their receipt
of cash payments as described in 'Certain Federal Income Tax
Consequences -- Qualification as a REMIC -- Taxation of Owners of Residual
Certificates.' Accordingly, under certain circumstances, holders of Residual
Certificates might have taxable income and tax liabilities arising from such
investment during a taxable year in excess of the cash received during such
period. The requirement that holders of Residual Certificates report their pro
rata share of the taxable income and net loss of the REMIC will continue until
the principal balances of all Classes of Certificates of the related Series have
been reduced to zero, even though holders of Residual Certificates have received
full payment of their stated interest and principal. A portion (or, in certain
circumstances, all) of a Residual Certificateholder's share of the REMIC taxable
income may be treated as 'excess inclusion' income to such holder which (i)
except in the case of certain thrift institutions, will not be subject to offset
by losses from other activities, (ii) for a tax-exempt Holder, will be treated
as unrelated business taxable income and (iii) for a foreign holder, will not
qualify for exemption from withholding tax. Individual holders of Residual
Certificates may be limited in their ability to deduct servicing fees and other
expenses of the REMIC. Because of the special tax treatment of REMIC residual
interests, the taxable income arising in a given year on a REMIC residual
interest will not be equal to the taxable income associated with investment in a
corporate bond or stripped instrument having similar cash flow characteristics
and pre-tax yield. Therefore, the after-tax yield on the Residual Certificates
may be significantly less than that of a corporate bond or stripped instrument
having similar cash flow characteristics. See 'Certain Federal Income Tax
Consequences' herein.
7. General Risk Factors Affecting Mortgage Loans. An investment in
Certificates may be affected, among other things, by a decline in real estate
value or changes in mortgage market interest rates. If the residential real
estate market in the locale of properties securing the Mortgage Loans (or the
mortgage loans underlying the Mortgage Certificates) should experience an
overall decline in property values such that the outstanding balances of such
loans, and any secondary financing on the Mortgaged Properties underlying a
particular Pool, become equal to or greater than the value of Mortgaged
Properties, the actual rates of delinquencies, foreclosures and losses could be
higher than those now generally experienced in the mortgage lending industry. To
the extent that such losses are not covered by any applicable insurance policies
or other credit enhancement, holders of the Certificates of a Series evidencing
interests in such Pool will bear all risk of loss resulting from default by
mortgagors and will depend primarily upon the value of the Mortgaged Properties
for recovery of the outstanding principal and unpaid interest of the defaulted
loans. See 'The Pools -- The Mortgage Loans.'
8. Limited Nature of Ratings. Any rating assigned by a Rating Agency to a
Class of Certificates will reflect such Rating Agency's assessment solely of the
likelihood that holders of Certificates of such Class will receive payments to
which such Certificateholders are entitled under the related Agreement. Such
rating will not constitute an assessment of the likelihood that principal
prepayments on the related Mortgage Assets will be made, the degree to which the
rate of such prepayments might differ from that originally anticipated or the
likelihood of early optional termination of the Series of Certificates. Such
rating will not address the possibility that prepayment at higher or lower rates
than anticipated by an investor may cause such investor to experience a
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lower than anticipated yield or that an investor purchasing a Certificate at a
significant premium might fail to recoup its initial investment under certain
prepayment scenarios. See 'Rating' herein.
9. ERISA Considerations. Generally, ERISA applies to investments made by
employee benefit plans and transactions involving the assets of such plans. Due
to the complexity of regulations which govern such plans, prospective investors
that are subject to ERISA are urged to consult their own counsel regarding
consequences under ERISA of acquisition, ownership and disposition of the
Certificates of any Series. See 'ERISA Considerations.'
10. Difficulty in Pledging. Since most transactions in the Certificates can
be effected only through DTC, CEDEL, Euroclear, participating organizations,
indirect participants and certain banks, the ability of a Certificate Owner to
pledge a Certificate to persons or entities that do not participate in the DTC,
CEDEL or Euroclear systems, or otherwise to take actions in respect of such
Certificates, may be limited due to lack of a physical certificate representing
the Certificates. See 'Description of the Certificates -- Registration of
Certificates' herein.
11. Potential Delays in Receipt of Distributions. Certificate Owners may
experience some delay in their receipt of distributions of interest and
principal on the Certificates since such distributions will be forwarded by the
Trustee to DTC and DTC will credit such distributions to the accounts of its DTC
Participants (as defined herein) which will thereafter credit them to the
accounts of Certificate Owners either directly or indirectly through indirect
participants. See 'Description of the Certificates -- Registration of
Certificates' herein.
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THE POOLS*
GENERAL
Unless otherwise specified in the Prospectus Supplement for a Series, the
Pool evidenced by the Certificates of that Series will have the general
characteristics set forth below.
For each Series, the Depositor will convey a Trust Fund to the trustee
identified in the related Prospectus Supplement (the 'Trustee') for the benefit
of the Certificateholders consisting of a pool of assets ('Pool'). Each Pool
will consist of (i) Mortgage Assets, (ii) amounts held from time to time in the
Certificate Account and the Pre-Funding Account, if any, (iii) the lender's
interest in any Insurance Policies relating to a Mortgage Loan, (iv) any
property which initially secured a Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure and (v) rights under any form of
credit enhancement as may be specified in the Prospectus Supplement. Each
Certificate will represent an undivided ownership interest in the Trust Fund
established for that Series of Certificates as described in the related
Prospectus Supplement. See 'Description of the Certificates -- Assignment of
Mortgage Loans' herein. If so specified in the related Prospectus Supplement,
the Mortgage Assets may be divided into Asset Groups and the Certificates of
separate Classes will evidence ownership interests of a corresponding Asset
Group.
Mortgage Assets in the Pool may consist of any combination of the following
to the extent and as specified in the related Prospectus Supplement, Mortgage
Loans or participation interests therein which will represent REMIC 'regular
interests' in a Trust Fund which contains the Mortgage Loans relating to such
Series, and Mortgage Certificates.
The Depositor will make certain representations and warranties regarding
certain characteristics of the Mortgage Assets comprising a Pool and as to the
accuracy in all material respects of certain information furnished to the
Trustee in respect of each such Mortgage Assets. Upon a breach of any
representation or warranty that materially and adversely affects the interests
of the related Certificateholders in Mortgage Assets, the Depositor will be
obligated either to cure the breach in all material respects, to purchase the
Mortgage Assets or, if the related Agreement so provides, to substitute in its
place a comparable qualifying mortgage asset pursuant to the conditions set
forth therein. This repurchase or substitution obligation constitutes the sole
remedy available to the Certificateholders or the Trustee for a breach of any
such representation or warranty by the Depositor. The Depositor will not advance
any of its own funds to the Trust Fund or to the Certificateholders, except to
the limited extent set forth under 'Description of the Certificates -- Advances
and Limitations Thereon.'
THE MORTGAGE LOANS
General
The Prospectus Supplement for each Series will specify for each Pool, among
other things, the years of origination of the Mortgage Loans; the original
Loan-to-Value Ratios; the range of aggregate principal balances of the Mortgage
Loans at origination and the aggregate outstanding principal balance thereof as
of the Cut-off Date; the original maturities of the Mortgage Loans and the last
maturity date of any Mortgage Loan; insurance policies, letters of credit or
other forms of credit enhancement, if any, applicable to any Mortgage Loan; and
the Mortgage Interest Rates. A Pool may be comprised of fully or negatively
amortizing adjustable rate Mortgage Loans ('ARMs') with Mortgage Interest Rates
adjusted periodically (with corresponding adjustments in the amount of monthly
payments) to equal the sum of a fixed margin and an index, subject to applicable
minimum and maximum rates and maximum adjustments for any period. In such case
the Prospectus Supplement will specify the initial Mortgage Interest Rates, the
index or formula, if any, used to determine the adjustable Mortgage Interest
Rate (the 'Index'), the weighted average Minimum Rate (if any), the weighted
average Maximum Rate, the Maximum Adjustment, if applicable, and the
then-current Mortgage Interest Rate. The Prospectus Supplement will also specify
whether ARMs included in a Pool provide for adjustments to the
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* Whenever in this Prospectus terms such as 'Pool,' 'Trust Fund,' 'Agreement' or
'Pass-Through Rate' are used, those terms respectively apply, unless the context
otherwise indicates, to one specific Pool, Trust Fund, Pooling and Servicing
Agreement and the Pass-Through Rate or Rates applicable to the related Series of
Certificates.
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Mortgage Interest Rates more frequent than changes to the scheduled monthly
payments of principal and interest (the 'Monthly Payments') made on such ARMs,
which together could result in negative amortization. See 'Description of ARMs'
below. The Prospectus Supplement will also describe any other special payment
features of the Mortgage Loans included in a Pool. If specific information
respecting the Mortgage Loans is not known to the Depositor at the time a Series
of Certificates is initially offered, general information of the nature
described above will be provided in the related Prospectus Supplement, and
specific information will be set forth in a report on Form 8-K which will be
available to investors in such Series of Certificates at or before the initial
issuance thereof and will be filed with the Commission within 15 days after such
initial issuance.
The entity or entities named as Master Servicer in the related Prospectus
Supplement will service the Mortgage Loans, and will receive a fee for such
services, pursuant to the related Agreement. See 'Description of the
Certificates -- Administration Fees, Compensation and Payment of Expenses.' With
respect to those Mortgage Loans serviced through a Servicer, such Servicer will
be required to service the related Mortgage Loans in accordance with the
applicable agreement between such Servicer and the Master Servicer (a 'Servicing
Agreement') and will receive the fee for such services specified in such
Servicing Agreement; however, the Master Servicer will remain liable for its
servicing obligations under the Agreement as if the Master Servicer alone were
servicing such Mortgage Loans.
General Characteristics of the Mortgage Loans
Both ARMs and fixed-rate Mortgage Loans are eligible for inclusion in
Pools. Unless otherwise specified in the applicable Prospectus Supplement, all
of the Mortgage Loans in a Pool will (i) have individual principal balances at
origination of not more than $2,000,000, (ii) have monthly payments due on the
first day of each month (each, an 'Installment Due Date'), (iii) have a 5- to
40-year term at origination, (iv) have an adjustable or fixed rate of interest,
(v) have level or variable monthly payments over the term of the Mortgage Loan,
and (vi) be secured by a lien on the underlying Mortgaged Property or by a
leasehold interest therein.
Unless otherwise specified in a Prospectus Supplement, the Mortgage Loans
will be secured by Mortgages on Mortgaged Properties that may be located in any
jurisdiction within the USA. The geographic distribution of Mortgaged Properties
will be set forth in the Prospectus Supplement.
The applicable Prospectus Supplement will also set forth the number and
aggregate unpaid principal balances of the Mortgage Loans in each Pool that are
secured by one- to four-unit residential properties, condominium units,
townhouses and units located within planned unit developments ('PUDs') and that
are secured by shares of cooperative corporations ('Co-op Loans'). For
condominiums, townhouses and PUDs, the Depositor has developed project approval
guidelines which substantially conform to the FNMA and/or the FHLMC project
approval guidelines.
A Pool may contain certain Mortgage Loans ('Buydown Loans') which include
provisions whereby the originator or a third party partially subsidizes the
monthly payments of the Mortgagor during the early years of the Mortgage Loan,
the difference to be made up from a fund (a 'Buydown Fund') contributed by the
originator or 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 of 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.
Description of ARMs
General. Unless otherwise specified in the related Prospectus Supplement,
ARMs eligible for inclusion in a Pool provide for a fixed Initial Mortgage
Interest Rate for an initial period of time ranging from one month to 120
months. Thereafter, the interest rates (the 'Mortgage Interest Rates') are
subject to periodic adjustment based, subject to the applicable limitations
discussed below, on changes in the applicable Index to a rate equal to the Index
plus a fixed percentage spread over the Index established contractually for each
ARM at the time of its origination (the 'Gross Margin'). Certain ARMs can be
converted into fixed-rate mortgage loans at the option
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of the Mortgagor upon the fulfillment of certain conditions set forth in the
related Mortgage Note within a set period after origination of the related
Mortgage Loan. To the extent specified in the related Prospectus Supplement, any
ARM so converted may be subject to repurchase by the Depositor.
Adjustable interest rates can cause payment increases that some Mortgagors
may find difficult to make. However, many ARMs provide that no Mortgage Interest
Rate may be adjusted to a rate above the applicable lifetime Maximum Rate or
below the applicable lifetime Minimum Rate for such ARMs. In addition, certain
ARMs provide for limitations on the maximum amount by which Mortgage Interest
Rates may adjust for any single adjustment period (the 'Maximum Adjustment').
Certain ARMs are payable in self amortizing payments of principal and
interest. Other ARMs ('Negatively Amortizing ARMs') provide instead for
limitations on changes in the Monthly Payment on such ARMs ('Payment Caps'). As
discussed below, limitations on Monthly Payments can result in Monthly Payments
which are greater or less than the amount to amortize a Negatively Amortizing
ARM by its maturity at the Mortgage Interest Rate in effect in any particular
month. In the event that a Monthly Payment is not sufficient to pay the interest
accruing on a Negatively Amortizing ARM, any such excess interest ('Deferred
Interest') is added to the Principal Balance of such Mortgage Loans, causing
negative amortization thereof, and will be repaid through future Monthly
Payments. In the event that a Monthly Payment exceeds the sum of the interest
accrued at the applicable Mortgage Interest Rate and the principal payment which
would have been necessary to amortize the outstanding principal balance over the
remaining term of the loan, the excess (or 'accelerated amortization') reduces
the principal balance of the ARM. See 'Maturity Considerations -- Prepayment
Considerations.' Negatively Amortizing ARMs do not provide for the extension of
their original maturity to accommodate changes in their Mortgage Interest Rate.
See 'Initial Mortgage Interest Rate and Interest Rate Changes' below. All of the
limitations on periodic increases in interest rates and on changes in Monthly
Payments protect borrowers from unlimited interest rate and payment increases.
With respect to any Pool consisting of ARMs, the related Prospectus Supplement
will specify whether the Pool includes Negatively Amortizing ARMs.
The Index. The Index applicable to any ARMs comprising a Pool will be
specified in the Prospectus Supplement for the related Series.
Initial Mortgage Interest Rate and Interest Rate Changes. During the
initial period following origination, generally ranging from one month to 120
months, ARMs bear interest at the initial Mortgage Interest Rate that may be set
by the lender independently of the Index otherwise applicable at the time of
origination. The initial Mortgage Interest Rate is based on competitive factors
and on other various factors including the lender's (i) lending policy at the
time of origination; (ii) availability of funds for lending purposes; (iii) rate
of return obtainable on other investments; and (iv) cost of doing business. The
initial Mortgage Interest Rate may be higher for mortgage loans with a
relatively higher Loan-to-Value Ratio. After the initial period, the Mortgage
Interest Rate will be set periodically in accordance with the applicable Index
and the Gross Margin that is set by the lender at the time of origination of the
ARM, subject to the lifetime Maximum Rate and lifetime Minimum Rate and the
periodic Maximum Adjustment. The Index applicable as of any interest adjustment
date will be the most recent index figure available during a period specified in
the related Prospectus Supplement.
The Mortgage Interest Rates on ARMs that do not provide for negative
amortization adjust at certain intervals which will be specified in the related
Prospectus Supplement. To accommodate changes in the adjustable Mortgage
Interest Rate, the Monthly Payment for an ARM which does not provide for
negative amortization will be adjusted at the time the rate adjustment occurs to
an amount that would fully amortize the Mortgage Loan over its remaining term at
the Mortgage Interest Rate in effect as of the date of such adjustment. The
Mortgage Loans which comprise any Pool may have been originated at different
times and therefore the Monthly Payments with respect to such Mortgage Loans
will adjust periodically in different months.
Maximum Rates, Minimum Rates and the Maximum Adjustment. There are lifetime
limits with respect to the maximum and minimum Mortgage Interest Rates for each
ARM (the 'Maximum Rate' and the 'Minimum Rate,' respectively). If no Minimum
Rate is specified in a Mortgage Note, the Minimum Rate is equal to the Gross
Margin for such Mortgage Loan. In addition, the Maximum Adjustment limits the
amount by which the Mortgage Interest Rate on any ARM may increase or decrease
as of the date of any Mortgage Interest Rate adjustment. Such limits are
established at the time of origination of the ARM and are based on a variety of
factors, including competitive conditions at the time of origination in the area
in which the Mortgaged Property is located. Because of the lifetime Maximum
Rate, lifetime Minimum Rate and, if applicable, the periodic
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Maximum Adjustment, the Mortgage Interest Rate in effect from time to time on an
ARM may not be equal to the applicable Index plus the Gross Margin.
Description of the Fixed-Rate Mortgage Loans
The fixed-rate Mortgage Loans eligible for inclusion in a Pool (the
'Fixed-Rate Mortgage Loans') bear simple interest at fixed annual rates and have
original terms to maturity ranging up to 40 years. Such Mortgage Loans provide
for monthly payments of principal and interest in substantially equal
installments for the contractual term of the Mortgage Note in sufficient amounts
to fully amortize the principal thereof by maturity.
Assumption
Although all of the Mortgage Loans included in a Pool are by their terms
assumable under certain limited conditions, such Mortgage Loans also contain
'due-on-sale' provisions under which the Mortgage Loans become due and payable,
at the option of the holder thereof, upon the sale of the related Mortgaged
Property. It is expected that the Master Servicer will enforce 'due-on-sale'
provisions with respect to most fixed-rate Mortgage Loans and some ARMs;
however, where such provisions are not enforced the prospective purchaser must
meet the Master Servicer's creditworthiness standards and applicable law at the
time of transfer must not limit the Master Servicer's ability to make the
interest rate and payment adjustments permitted by the related Mortgage Note.
Upon any such assumption, a fee based on a percentage of the outstanding
principal balance of the Mortgage Loan generally must be paid, which sum
generally will be retained by the Master Servicer as additional servicing
compensation. In some cases the Maximum Rate or Minimum Rate applicable to ARMs
may change upon assumption. Upon assumption, the terms of Fixed-Rate Mortgage
Loans generally are not modified to current market rates, unless the loan bears
a higher interest rate than the prevailing market rate.
Description of Qualified Lenders
Each Mortgage Loan will be originated or purchased by a Qualified Lender
and acquired by the Depositor from such Qualified Lender or a Mortgage Asset
Seller. Qualified Lenders and Mortgage Asset Sellers may be affiliates of the
Depositor. All Qualified Lenders will have been at the time of the origination
of such Mortgage Loans either (i) mortgagees approved by the Secretary of
Housing and Urban Development ('HUD'), the Federal Home Loan Mortgage
Corporation ('FHLMC'), or the Federal National Mortgage Association ('FNMA'), or
state-chartered or federally-chartered savings and loan associations, banks or
similar financial institutions whose deposits or accounts are insured by either
the Savings Association Insurance Fund (the 'SAIF') or the Bank Insurance Fund
(the 'BIF') administered by the Federal Deposit Insurance Corporation (the
'FDIC') or (ii) originated or underwritten by an entity employing underwriting
standards consistent with the underwriting standards of an institution described
in subclause (i) above. The Depositor has approved (or will approve) individual
institutions as eligible Qualified Lenders by applying certain criteria,
including the Qualified Lender's depth of mortgage origination experience and
financial stability. In general, each Qualified Lender must have experience in
originating residential mortgages and net worth acceptable to the Depositor and
must use the services of qualified underwriters, appraisers and attorneys.
However, from time to time, the Depositor may purchase Mortgage Loans for
inclusion in a Pool from Qualified Lenders which lenders, while not meeting the
generally applicable criteria used by the Depositor, as described above, have
been reviewed by the Depositor and found to be otherwise acceptable. In
connection with such purchases by the Depositor, the Depositor will reunderwrite
such Mortgage Loans. See ' -- Underwriting Policies' below.
Payment Provisions of the Mortgage Loans
Each Mortgage Loan may be fully amortizing or require a substantial payment
(a 'Balloon Payment') due on its stated maturity date, in each case as described
in the related Prospectus Supplement. Each such Mortgage Loan may require
payment of a premium or a yield maintenance penalty (a 'Prepayment Premium') in
connection with a prepayment, in each case as described in the related
Prospectus Supplement. In the event that holders of any Class or Classes of
Certificates offered hereby will be entitled to all or a portion of any
Prepayment Premiums collected in respect of Mortgage Loans, the related
Prospectus Supplement will specify the method or methods by which any such
amounts will be allocated.
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Underwriting Policies
The Mortgage Loans to be included in each Mortgage Pool will be subject to
the various credit, appraisal and underwriting standards described herein. The
Depositor's credit, appraisal and underwriting standards with respect to certain
Mortgage Loans will generally conform to those published in the Depositor's
Selling Guide (together with the Depositor's Servicing guide, the 'Guide', as
modified from time to time). The credit, appraisal and underwriting standards as
set forth in the Guide are continuously revised based on opportunities and
prevailing conditions in the residential mortgage market and the market for the
Depositor's mortgage pass-through certificates. The Mortgage Loans may be
underwritten by the Depositor or by designated third parties.
In addition, the Depositor may purchase Mortgage Loans which do not conform
to the underwriting standards set forth in the Guide. Such Mortgage Loans may be
purchased from Qualified Lenders and Mortgage Asset Sellers who will represent
that the Mortgage Loans have been originated in accordance with credit,
appraisal and underwriting standards agreed to by the Depositor. The Depositor
will generally review only a limited portion of the Mortgage Loans in any
delivery of such Mortgage Loans for conformity with the applicable credit,
appraisal and underwriting standards. Certain other Mortgage Loans will be
purchased from Qualified Lenders and Mortgage Asset Sellers who will represent
that the Mortgage Loans were originated pursuant to credit, appraisal and
underwriting standards determined by a mortgage insurance company acceptable to
the Depositor. The Depositor will accept a certification from such insurance
company as to a Mortgage Loan's insurability in a mortgage pool as of the date
of certification as evidence that such Mortgage Loan conforms to applicable
underwriting standards. Such certifications will likely have been issued before
the purchase of the Mortgage Loans by the Depositor. The Depositor will perform
only random quality assurance reviews on Mortgage Loans delivered with such
certifications.
The credit, appraisal and underwriting standards utilized in negotiated
transactions and the credit, appraisal and underwriting standards of insurance
companies issuing certificates may vary substantially from the credit, appraisal
and underwriting standards set forth in the Guide. All of the credit, appraisal
and underwriting standards will provide an underwriter with sufficient
information to evaluate the borrower's repayment ability and the adequacy of the
Mortgaged Property as collateral. Due to the variety of underwriting standards
and review procedures that may be applicable to the Mortgage Loans included in
any Mortgage Pool, the related Prospectus Supplement will not distinguish among
the various credit, appraisal and underwriting standards applicable to the
Mortgage Loans nor describe any review for compliance with applicable credit,
appraisal and underwriting standards performed by the Depositor. Moreover, there
can be no assurance that every Mortgage Loan was originated in conformity with
the applicable credit, appraisal and underwriting standards in all material
respects, or that the quality or performance of Mortgage Loans underwritten
pursuant to varying standards as described above will be equivalent under all
circumstances.
The Depositor's underwriting standards are intended to evaluate the
prospective Mortgagor's credit standing and repayment ability, and the value and
adequacy of the proposed Mortgaged Property as collateral. The Depositor expects
that each prospective Mortgagor will be required to complete an application
which will include information with respect to the applicant's assets,
liabilities, income, credit history, employment history and other related items,
and furnish an authorization to apply for a credit report which summarizes the
Mortgagor's credit history. With respect to establishing the prospective
Mortgagor's ability to make timely payments, the Depositor will require evidence
regarding the Mortgagor's employment and income, and of the amount of deposits
made to financial institutions where the Mortgagor maintains demand or savings
accounts. In some instances, Mortgage Loans which were originated under a
limited mortgage documentation program (a 'Limited Mortgage Documentation
Program') may be sold to the Depositor. For a mortgage loan originated under a
Limited Mortgage Documentation Program to qualify for purchase by the Company,
the prospective mortgagor must have a good credit history and be financially
capable of making a larger cash down payment in a purchase, or be willing to
finance less of the appraised value, in a refinancing, than would otherwise be
required by the Depositor. Currently, the Depositor's underwriting standards
provide that only mortgage loans with certain loan-to-value ratios will qualify
for purchase. If the mortgage loan qualifies, the Depositor waives some of its
documentation requirements and eliminates verification of income and employment
for the prospective mortgagor.
The Depositor's underwriting standards generally follow guidelines
acceptable to FNMA and FHLMC. In determining the adequacy of the property as
collateral, an independent appraisal is made of each property considered for
financing. The appraiser is required to inspect the property and verify that it
is in good condition
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and that construction, if new, has been completed. The appraisal is based on the
appraiser's judgment of values, giving appropriate weight to both the market
value of comparable homes and the cost of replacing the property. With respect
to a Mortgage Loan made in connection with the borrower's purchase of the
Mortgaged Property, the 'appraised value' is the lower of the purchase price or
the amount determined by the appraiser. The Loan-to-Value Ratio of a Mortgage
Loan is generally equal to the original principal amount of the Mortgage Loan
divided by the appraised value of the related Mortgaged Property.
Certain states where the Mortgaged Properties may be located are
'anti-deficiency' states where, in general, lenders providing credit on one- to
four-family properties look solely to the property for repayment in the event of
foreclosure. See 'Certain Legal Aspects of the Mortgage Loans -- Anti-Deficiency
Legislation and Other Limitations on Lenders.' The Depositor expects that the
underwriting standards applied with respect to the Mortgage Loans (including
anti-deficiency states) will require that the underwriting officers be satisfied
that the value of the property being financed, as indicated by the independent
appraisal, currently supports and is anticipated to support in the future the
outstanding loan balance, and provides sufficient value to mitigate the effects
of adverse shifts in real estate values. The general appreciation of real estate
values experienced in the past has been a factor in limiting the general loss
experience on conventional one- to four-unit residential first mortgage loans.
There can be no assurance, however, that the past pattern of appreciation in
value of the real property securing these loans will continue.
The Depositor will obtain representations and warranties from the
applicable Qualified Lender (which may or may not be the Qualified Lender that
originated the Mortgage Loan) that the Mortgage Loan was originated in
accordance with the underwriting guidelines described above or such other
policies as the Depositor may require or approve from time to time. Unless
otherwise specified in the applicable Prospectus Supplement, the Depositor, not
later than 90 days following delivery of a Series of Certificates, will review
or cause to be reviewed, all or a representative sample of the Mortgage Loans,
and perform such other reviews as it deems appropriate to determine compliance
with such standards. Any Mortgage Loan found to be not in compliance with such
standards after inclusion in a Pool must be repurchased or substituted for by
the Mortgage Loan Seller, unless such Mortgage Loan is otherwise demonstrated to
be includible in the Pool to the satisfaction of the Depositor. See 'Description
of the Certificates -- Representations and Warranties.'
The foregoing underwriting policies may be varied for particular Series of
Certificates to the extent set forth in the related Prospectus Supplement.
MORTGAGE CERTIFICATES
General
All of the Mortgage Certificates will be registered in the name of the
Trustee or its nominee or, in the case of Mortgage Certificates issued only in
book-entry form, a financial intermediary (which may be the Trustee) that is a
member of the Federal Reserve System or of a clearing corporation on the books
of which the security is held. Each Mortgage Certificate will evidence an
interest in a pool of mortgage loans and/or in principal distributions and
interest distributions thereon.
GNMA, FHLMC and FNMA Certificates
The descriptions of GNMA, FHLMC and FNMA Certificates and of Private
Certificates that are set forth below are descriptions of certificates
representing proportionate interests in a pool of mortgage loans and in the
payments of principal and interest thereon. GNMA, FHLMC, FNMA or the issuer of a
particular series of Private Certificates may also issue mortgage-backed
securities representing a right to receive distributions of interest only or
principal only or disproportionate distributions of principal or interest or to
receive distributions of principal and/or interest prior or subsequent to
distributions on other certificates representing interests in the same pool of
mortgage loans. In addition, any of such issuers may issue certificates
representing interests in mortgage loans having characteristics that are
different from the types of mortgage loans described below. The terms of any
such certificates to be included in a Pool (and of the underlying mortgage
loans) will be described in the related Prospectus Supplement, and the
descriptions that follow are subject to modification as appropriate to reflect
the terms of any such certificates that are actually included in a Pool.
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GNMA. GNMA is a wholly owned corporate instrumentality of the United States
within HUD. Section 306(g) of Title III 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 that are based on and backed by a
pool of loans ('FHA Loans') insured by the United States Federal Housing
Administration (the 'FHA') under the Housing Act or Title V of the Housing Act
of 1949, or guaranteed by the United States Department of Veteran Affairs (the
'VA') under the Servicemen's Readjustment Act of 1944, as amended, or Chapter 37
of Title 38, United States Code or by pools of other eligible mortgage 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 such guaranty, GNMA is authorized, under Section 306(d) of
the Housing Act, to borrow from the United States Treasury with no limitations
as to amount.
GNMA Certificates. All of the GNMA Certificates (the 'GNMA Certificates')
will be mortgage-backed certificates issued and serviced by GNMA- or
FNMA-approved mortgage servicers. The mortgage loans underlying GNMA
Certificates may consist of FHA Loans secured by mortgages on one- to
four-family residential properties or multi-family residential properties, loans
secured by mortgages on one- to four-family residential properties or
multi-family residential properties, mortgage loans which are partially
guaranteed by the VA and other mortgage loans eligible for inclusion in mortgage
pools underlying GNMA Certificates.
Each GNMA Certificate provides for the payment by or on behalf of the
issuer of the GNMA Certificate to the registered holder of such GNMA Certificate
of monthly payments of principal and interest equal to the registered holder's
proportionate interest in the aggregate amount of the monthly scheduled
principal and interest payments on each underlying eligible mortgage loan, less
servicing and guaranty fees aggregating the excess of the interest on each such
mortgage loan over the GNMA Certificate pass-through rate. In addition, each
payment to a GNMA Certificateholder will include proportionate pass-through
payments to such holder of any prepayments of principal of the mortgage loan
underlying the GNMA Certificate, and the holder's proportionate interest in the
remaining principal balance in the event of a foreclosure or other disposition
of any such mortgage loan.
Unless otherwise specified in the related Prospectus Supplement, the GNMA
Certificates included in a Pool may be issued under either or both of the GNMA I
program ('GNMA I Certificates') and the GNMA II program ('GNMA II
Certificates'). All mortgages underlying a particular GNMA I Certificate must be
of the same type (for example, all single-family level payment mortgage loans)
and have the same annual interest rate (except for pools of mortgages secured by
mobile homes). The annual interest rate on each GNMA I Certificate is one-half
percentage point less than the annual interest rate on the mortgage loans
included in the pool of mortgages backing such GNMA I Certificate. Mortgages
underlying a particular GNMA II Certificate must be of the same type (for
example, all single-family level payment mortgage loans), but may have annual
interest rates that vary from each other by up to one percentage point. The
annual interest rate on each GNMA II Certificate will be between one-half
percentage point and one and one-half percentage points less than the highest
annual interest rate on any mortgage loan included in the pool of mortgages
backing such GNMA II Certificate.
GNMA will have approved the issuance of each of the GNMA Certificates in
accordance with a guaranty agreement between GNMA and the servicer of the
mortgage loans underlying such GNMA Certificate. Pursuant to such agreement, the
servicer is required to advance its own funds in order to make timely payments
of all amounts due on the GNMA Certificate, even if the payments received by
such servicer on the mortgage loans backing the GNMA Certificate are less than
the amounts due on such GNMA Certificate. If a servicer is unable to make
payments on a GNMA Certificate as it becomes due, it must promptly notify GNMA
and request GNMA to make such payment. Upon such notification and request, GNMA
will make such payments directly to the registered holder of the GNMA
Certificate. In the event no payment is made by such servicer and such servicer
fails to notify and request GNMA to make such payment, the registered holder of
the GNMA Certificate has recourse only against GNMA to obtain such payment. The
registered holder of the GNMA Certificates included in a Pool is entitled to
proceed directly against GNMA under the terms of each GNMA Certificate or the
guaranty agreement or contract relating to such GNMA Certificate for any amounts
that are not paid when due under each GNMA Certificate.
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As described above, the GNMA Certificates included in a Pool, 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.
FHLMC. 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'). FHLMC is a stockholder-owned corporation. 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 one- to four-unit residential
first mortgages. The principal activity of FHLMC currently consists of the
purchase of first lien conventional one-to-four-unit residential first
residential mortgage loans or participation interests in such mortgage loans and
the resale of the mortgage loans so purchased in the form of mortgage
securities. FHLMC is confined to purchasing, so far as practicable, conventional
one- to four-unit residential first mortgage loans and participation interests
therein which 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. FHLMC Certificates (the 'FHLMC Certificates') represent
an undivided interest in a group of mortgage loans purchased by FHLMC. Mortgage
loans underlying the FHLMC Certificates included in a Pool will consist
principally of fixed- or adjustable-rate mortgage loans with original terms to
maturity of approximately 5, 7, 15, 20 and 30 years, which are secured by first
liens on one- to four-family residential properties.
FHLMC Certificates are issued and maintained and may be transferred only on
the book-entry system of a Federal Reserve Bank and may only be held of record
by entities eligible to maintain book-entry accounts at a Federal Reserve Bank.
Beneficial owners will hold FHLMC Certificates ordinarily through one or more
financial intermediaries. The rights of a beneficial owner of a FHLMC
Certificate against FHLMC or a Federal Reserve Bank may be exercised only
through the Federal Reserve Bank on whose book-entry system such Certificate is
held.
Under its Cash and Guarantor programs, FHLMC guarantees to each registered
holder of a FHLMC Certificate the timely payment of interest at the rate
provided for by such FHLMC Certificate on the registered holder's pro rata share
of the unpaid principal balance outstanding of the related mortgage loans,
whether or not received. FHLMC also guarantees to each registered holder of a
FHLMC Certificate ultimate collection of all principal of the related mortgage
loans, without any offset or deduction, to the extent of such holder's pro rata
share thereof, but does not guarantee the timely payment of scheduled principal.
Pursuant to its guarantees, FHLMC generally indemnifies holders of FHLMC
Certificates against any diminution in principal by reason of charges for
property repairs, maintenance and foreclosure. FHLMC may remit the amount due on
account of its guarantee of ultimate collection of principal at any time after
default on an underlying mortgage loan, but not later than 30 days following (i)
foreclosure sale, (ii) payment of the claim by any mortgage insurer, or (iii)
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 or for payment of principal due on the maturity
of the mortgage. 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
servicing judgment with respect to the mortgages in the same manner as for
mortgages that it has purchased but not sold. In lieu of guaranteeing only the
ultimate collection of principal payments in the manner described above, FHLMC
may, but will not be obligated to, enter into one or more agreements with the
issuer and the trustee of the FHLMC Certificates pursuant to which FHLMC will
agree to guarantee the timely receipt of scheduled principal payments. If such
an agreement is entered into and is applicable to all or any part of the FHLMC
Certificates included in a Pool, its existence will be disclosed in the related
Prospectus Supplement.
Under its Gold PC Program, FHLMC guarantees to each registered holder of a
FHLMC Certificate the timely payment of interest calculated in the same manner
as described above, as well as timely installments of scheduled principal
calculated on the basis of the weighted average remaining term to maturity of
the mortgage loans in the pool underlying the related FHLMC Certificate.
As described above, the FHLMC Certificates included in a Pool, 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.
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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
guarantee are obligations solely of FHLMC and are not backed by, nor entitled
to, the full faith and credit of the United States.
FNMA. FNMA is a federally chartered and stockholder 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 home
mortgage loans from local lenders, thereby replenishing their funds for
additional lending. FNMA acquires funds to purchase home 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. In addition, FNMA issues mortgage-backed securities
primarily in exchange for pools of mortgage loans from lenders.
FNMA Certificates. 'FNMA Certificates' represent fractional interests in a
pool of mortgage loans formed by FNMA.
FNMA guarantees to each registered holder of a FNMA Certificate that it
will distribute amounts representing scheduled principal and interest at the
applicable pass-through rate 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. If FNMA were unable to perform such
obligations, distributions on FNMA Certificates would consist solely of payments
and other recoveries on the underlying mortgage loans and, accordingly,
delinquencies and defaults would affect monthly distributions to holders of FNMA
Certificates. The obligations of FNMA under its guarantees are obligations
solely on FNMA and are not backed by, nor entitled to, the full faith and credit
of the United States. The FNMA Certificates are not guaranteed by the United
States and do not constitute debts or obligations of the United States.
As described above, the FNMA Certificates included in a Pool, 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.
Private Certificates
Each 'Private Certificate' will evidence an undivided interest in a pool of
FNMA, FHLMC or GNMA Certificates or any combination thereof. It is expected that
Private Certificates will be issued pursuant to participation or pooling and
servicing agreements entered into from time to time between the related seller
and the related Trustee for the Certificates or custodian. In addition, an
affiliate of such seller or of the depositor under such pooling and servicing
agreement may be a servicer for such Certificates or for the mortgage loans in
which such Mortgage Certificates represent a beneficial interest. The mortgage
loans underlying the Private Certificates may be subserviced by one or more loan
servicing institutions under the supervision of the servicer. Each Private
Certificate will have been acquired in a secondary transaction and not from the
issuer or any affiliate of the issuer of such Private Certificate and, unless
otherwise specified in the related Prospectus Supplement, each Private
Certificate will evidence an interest in, or will be secured by a pledge of
mortgage loans that conform to the descriptions of Mortgage Loans herein.
It is expected that all collections received by the servicers on the
mortgage loans (net of servicing fees to be retained by the servicers and such
other amounts as may be specified in the related pooling and servicing
agreement) will be deposited with the Trustee for the Certificates. Monthly
distributions of the principal and interest components of such collections
(adjusted to the stated rate or pass-through rate (as the case may be) borne by
such Private Certificate) will be made to the Trustee for the Certificates of
the related Series for deposit into the Certificate Account for such Series.
More specific information concerning the Private Certificates underlying a
particular Series of Certificates, the mortgage loans underlying such Private
Certificates, and related servicing and insurance, subordination or other credit
support arrangements will be set forth in the related Prospectus Supplement.
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THE DEPOSITOR
The Depositor was incorporated in Delaware in 1991 and is a wholly owned
limited purpose indirect subsidiary of ABN AMRO Bank N.V. The limited purposes
of the Depositor are, in general, to acquire, own, pledge and sell mortgage
loans and certificates representing proportionate interests in pools of mortgage
loans; to issue, acquire, own, pledge and sell mortgage pass-through securities
which represent ownership interests in mortgage loans and certificates
representing proportionate interests in pools of mortgage loans, collections
thereon and related properties; and to engage in any acts which are incidental
to, or necessary, suitable or convenient to accomplish the foregoing. It is not
expected that the Depositor will have any business operations other than
offering Series of Certificates and related activities. The principal executive
offices of the Depositor are located at 181 West Madison Street, Suite 3250,
Chicago, Illinois 60602-4510, and its telephone number is (312) 904-5005.
Unless otherwise specified in the related Prospectus Supplement, neither
the Depositor, its parents nor any of the Depositor's affiliates will ensure or
guarantee distributions on the Certificates of any Series. As described herein,
the only obligations of the Depositor will be pursuant to certain
representations and warranties with respect to the Mortgage Assets. See
'Description of the Certificates -- Representations and Warranties.' The
Depositor will have no ongoing servicing responsibilities or other
responsibilities with respect to any Mortgage Asset. The Depositor does not have
nor is it expected in the future to have any significant assets with which to
meet any obligations with respect to any Trust Fund. If the Depositor were
required to repurchase or substitute a Mortgage Asset, its only source of funds
to make the required payment would be funds obtained from the related Mortgage
Asset Seller or, if applicable, the Master Servicer or the Servicer.
The Depositor is part of ABN AMRO Bank N.V.'s U.S. operations, which are
managed by ABN AMRO North America, Inc. ABN AMRO North America, Inc. began
addressing the Year 2000 Compliance issue for the entire U.S. operations in
1997, by assembling a corporate project team that engaged in an initial
assessment of the scope of the project. ABN AMRO North America, Inc. expects to
have all systems and applications in place and fully tested by the end of 1998,
allowing time in 1999 for any systems refinements that may be needed. The
potential impact of the year 2000 issue is dependent upon not only the
corrective measures ABN AMRO North America, Inc. undertakes, but also how the
issue is addressed by unaffiliated third parties. The way in which the year 2000
issue is addressed by governmental agencies, businesses, and other entities who
provide data to, or receive data from, ABN AMRO North America, Inc. and the
Depositor is very important. ABN AMRO North America, Inc. is communicating with
these parties to learn how they are addressing the Year 2000 issue, and to
evaluate any potential impact on ABN AMRO North America, Inc.
USE OF PROCEEDS
Unless otherwise specified in the related Prospectus Supplement,
substantially all of the net proceeds to be received from the sale of each
Series of Certificates will be used either by the Depositor to purchase the
Mortgage Assets related to that Series or to return to the Depositor the amounts
previously used to effect such a purchase (including the repayment of any loans
made to the Depositor by any of its affiliates), the costs of carrying the
Mortgage Loans and/or Mortgage Certificates until the sale of the Certificates
and other expenses connected with pooling the Mortgage Loans and/or Mortgage
Certificates and issuing the Certificates. Any remaining proceeds will be used
for the general corporate purposes of the Depositor which are related to the
foregoing activities.
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PREPAYMENT AND YIELD CONSIDERATIONS
GENERAL
Determination of Mortgage Pass-Through Rates
Unless otherwise specified in the related Prospectus Supplement, the
'Mortgage Pass-Through Rate' for each Mortgage Loan included in a Pool will be
determined by deducting from the Mortgage Interest Rate borne by or accruing on
such loan an Administration Fee. The Administration Fee may be uniform with
respect to all Mortgage Loans in a Pool or may vary on a loan-by-loan basis.
With respect to ARMs and the Administration Fee, will generally vary on a
loan-by-loan basis to produce a uniform margin (the 'Net Margin') by which the
Mortgage Pass-Through Rate with respect to each Mortgage Loan in a Pool will
exceed the applicable Index for such loan. For example, if the Net Margin for a
Class or Series of Certificates were established to be 125 basis points over the
Index applicable to the ARMs included in the Pool for such class or series, an
individual Mortgage Loan whose terms provide for a Mortgage Interest Rate of 200
basis points over the applicable Index would be assigned an Administration Fee
totaling 75 basis points and a Mortgage Loan whose Mortgage Interest Rate is 175
basis points over the Index would be assigned an Administration Fee totaling 50
basis points. The related Prospectus Supplement will specify whether the
Administration Fee assigned to that Mortgage Loan at the time of formation of a
Pool will be fixed throughout the term of the related Agreement, except to the
limited extent described below, or will vary. If the lifetime Maximum Rate or
the periodic Maximum Adjustment applicable to a Mortgage Loan prevents its
Mortgage Interest Rate from adjusting at any Adjustment Date to the full extent
of the Index plus the Gross Margin applicable to such loan, the Mortgage
Pass-Through Rate for such loan may be less than the Index plus the Net Margin
applicable to the related Class or Series of Certificates that is specified in
the Prospectus Supplement for such class or series. Similarly, if the lifetime
Minimum Rate or, if applicable, the periodic Maximum Adjustment prevents the
Mortgage Interest Rate from fully adjusting, the Mortgage Pass-Through Rate for
such loan may exceed the Index plus the Net Margin.
Determination of Certificate Pass-Through Rate
Unless otherwise specified in the related Prospectus Supplement, the
Pass-Through Rate for each Class of Certificates of a Series will, for Pools
consisting of ARMs, and may, for Pools consisting of Fixed-Rate Mortgage Loans,
be all, or a portion specified in the related Prospectus Supplement, of the
weighted average of the Mortgage Pass-Through Rates of the Mortgage Loans
included in the Pool. The weighted average Mortgage Pass-Through Rate with
respect to Pools comprised of ARMs generally will change with any changes in the
adjustable Mortgage Interest Rates borne by or accruing on the underlying ARMs
and may change with principal prepayments, negative amortization or accelerated
amortization of the ARMs. The weighted average Mortgage Pass-Through Rate for a
Pool consisting of Fixed-Rate Mortgage Loans with different Mortgage Pass-
Through Rates may change due to differing prepayment rates and differing
amortization rates of the Mortgage Loans included in the Pool.
YIELD
The yield on any Certificate will depend on, among other things, the price
paid by the Certificateholder, the Pass-Through Rate of the Certificate in
effect from time to time and the prepayment experience with respect to the
Mortgage Assets represented by the Certificate. If any Certificate is offered at
a discount from or premium over its original principal amount or is offered
without any principal amount or with a lower proportionate share of the
principal amount of the Mortgage Assets, the actual yield to maturity realized
on such Certificate may be dramatically affected by the prepayment experience on
the Mortgage Assets comprising the related Pool. In extreme cases, as described
below, holders of certain Certificates could fail to recoup their investment.
The following discussions of certain yield considerations is intended to be
general in nature and reference is made to the discussion in each Prospectus
Supplement regarding yield and prepayment considerations and other risks.
Price
Subject to the effect of the amount of interest payable in connection with
prepayments as described in the Prospectus Supplement relating to a Series of
Certificates, prepayments of principal in whole or in part or
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accelerated amortization, if any, on the Mortgage Assets comprising a Pool will
increase the yield on a Certificate purchased at a price less than the aggregate
Principal Balance of the Mortgage Assets represented by such Certificate and
will decrease the yield on a Certificate purchased at a price equal to, slightly
less than (due to effects of payment delays), or greater than the aggregate
Principal Balance of the Mortgage Assets represented by such Certificate.
Additionally, and as more fully described in the Prospectus Supplement relating
thereto, if any Certificate is offered without any principal amount or with a
lower disproportionate share of the principal amount of the underlying Mortgage
Assets, the yield realized on such Certificate will be extremely sensitive to
levels of prepayments of the Mortgage Assets represented thereby. In extreme
cases, holders of any such Certificates could fail to recoup their original
investment.
Effective Pass-Through Rate
Each monthly installment of interest due on a Mortgage Loan is calculated
as one-twelfth of the product of the applicable Mortgage Interest Rate and the
principal balance outstanding on the scheduled payment Installment Due Date for
such Mortgage Loan in the preceding month. The Mortgage Pass-Through Rate with
respect to each Mortgage Loan will be similarly calculated on a loan-by-loan
basis, after subtracting the Administration Fee applicable to each Mortgage Loan
from the applicable Mortgage Interest Rate, unless otherwise specified in the
related Prospectus Supplement. In the case of a Pool with a range of Mortgage
Pass-Through Rates, disproportionate prepayments of Mortgage Loans with higher
Mortgage Pass-Through Rates will result in a lower effective pass-through rate
to Certificateholders.
The yield on interest bearing Classes of Certificates evidencing Pools
comprised of Mortgage Loans will be slightly lower than the yield otherwise
produced by the applicable Pass-Through Rate because while interest will accrue
on each Mortgage Loan from the Installment Due Date for such Mortgage Loan each
month, in each case as specified in the related Prospectus Supplement, the
distribution in respect of interest will not be made until the Distribution Date
in the month following the month of accrual. When a Mortgage Loan is prepaid in
full between Installment Due Dates, the Mortgagor is required to pay interest on
the amount prepaid only to the date of prepayment and not thereafter. In
addition, if a partial prepayment is applied by the Master Servicer to reduce
the principal balance of the related Mortgage Loan as of a date prior to the
receipt of such payment, on the following Installment Due Date, the Mortgagor
would pay interest on the lower principal balance. In the event a Mortgagor
prepays all or part of the Principal Balance on a Mortgage Loan and there is a
Prepayment Interest Shortfall, unless otherwise specified in the related
Prospectus Supplement, the Master Servicer may adjust or forego all or part of
the current Administration Fees due to it, to the extent available, so that up
to a full month's interest payment will be passed through to the
Certificateholders at the Mortgage Pass-Through Rate. To the extent sufficient
current Administration Fees due to the Master Servicer are not so available, the
yield to Certificateholders will be slightly less than it would be if such
current Administration Fees due to the Master Servicer were available. See
'Description of the Certificates -- Example of Distribution' herein.
Other Yield Considerations
MORTGAGE INTEREST RATES ON NEGATIVELY AMORTIZING ARMS. Since a portion of
the interest accrued on Negatively Amortizing ARMs may be deferred and payable
at a future time, the interest paid by a Mortgagor on such a Mortgage Loan on a
given Installment Due Date (the 'Interest Remittance Amount') which is
distributed to Certificateholders may not be equal to interest at the applicable
Mortgage Pass-Through Rates on such Mortgage Loan. During periods of negative
amortization, any Deferred Interest that is added to the Principal Balance of a
Mortgage Loan bears interest at the applicable Mortgage Pass-Through Rate. The
distribution to Certificateholders of the Interest Remittance Amount, rather
than interest calculated at the applicable Mortgage Pass-Through Rate, will not
materially affect the yield to Certificateholders if the Certificates are
purchased at or near par. Negative Amortization will lengthen the average life
of the Certificates, and if the Certificates are purchased at a discount or
premium, a yield effect can occur. See ' -- Price' and 'Maturity
Considerations -- Prepayment Considerations.' Any Deferred Interest will be
includible in taxable income of classes entitled thereto as it accrues, rather
than when it is received. See 'Certain Federal Income Tax Consequences.'
MORTGAGE INTEREST RATES ON NON NEGATIVELY AMORTIZING ARMS. The Mortgage
Interest Rates on ARMs adjust periodically in response to movements in the
applicable Index. The Index applicable as of any interest adjustment date will
be the most recent index figure available during a period before such
adjustments are made as specified in the related Prospectus Supplement. In
addition, because ARMs included in a Pool may have
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different origination dates, the Mortgage Interest Rates on the ARMs comprising
a Pool will not necessarily adjust at the same dates. At any given time, the
Mortgage Interest Rates on any of the ARMs included in a Pool could be scheduled
to adjust within one to 12 months. Accordingly, the yield to Certificateholders
on Pools comprised of ARMs will be adjusted on a delayed basis relative to
movements in the applicable Index.
MAXIMUM AND MINIMUM RATES, MAXIMUM ADJUSTMENT, PAYMENT CAPS AND DEFERRED
INTEREST
In the case of a Pool comprised of ARMs, and as more fully described above
under the caption 'The Pools -- The Mortgage Loans -- Description of ARMs'
herein and 'Description of the Mortgage Notes' in the related Prospectus
Supplement, the lifetime Maximum and Minimum Rates, the periodic Maximum
Adjustment, and Payment Caps and Deferred Interest, in the case of Negatively
Amortizing ARMs, on the ARMs could affect the yield on the related Series of
Certificates. In the event that despite prevailing market interest rates the
Mortgage Interest Rate on an ARM cannot increase due to the Maximum Rate or, if
applicable, the Maximum Adjustment, the yield on the related Certificates could
be impacted adversely. Conversely, should the Mortgage Interest Rate on an ARM
not be able to decrease due to the Minimum Rate or, if applicable, the Maximum
Adjustment at a time when market interest rates are below such level, the yield
on the related Certificates could be higher than that which would otherwise be
the case. In that event, the Mortgagor may be more likely to prepay the Mortgage
Loan in full and obtain refinancing at a lower rate. In addition, to the extent
that a Payment Cap on a Negatively Amortizing ARM restricts an increase in the
related Mortgagor's Monthly Payment or because the adjustable Mortgage Interest
Rate changes more frequently than the adjustments in a Monthly Payment, Deferred
Interest could result and impact the yield on the related Certificates.
DISTRIBUTION SHORTFALLS
If on any Distribution Date the aggregate amount of payments received from
Mortgagors on the related Mortgage Loans, any Advances, funds otherwise payable
to the Subordinate Certificateholders and monies available in the Reserve Fund,
if any, do not provide sufficient funds to make full distributions to the Senior
Certificateholders, unless otherwise specified in the related Prospectus
Supplement, the amount of the shortfall together with interest at the related
applicable Pass-Through Rate or Rates, will be added to the amount the Senior
Certificateholders are entitled to receive on the next Distribution Date. The
allocation of any such shortfall and recoveries thereof between the Classes of
Senior Certificates if the Senior Certificates are comprised of more than one
class, and the effect of any such shortfall on yield will be discussed in the
Prospectus Supplement relating to such Certificates.
CLASSES OF CERTIFICATES
The Certificates of a Series may be divided into two or more classes, in
which each class will evidence interests in specified allocations of the
principal payments only, or of the interest payments only, or both principal and
interest payments in respect of the Mortgage Assets in the related Trust Fund.
In the event Certificates are so subdivided, the yield of any class evidencing
interest payments only will be adversely impacted by prepayments and partial
prepayments. If appropriate, the Prospectus Supplement for such Series will
offer examples of cash flows on the Certificates, based on specified Mortgage
Interest Rates.
MATURITY CONSIDERATIONS
GENERAL
The weighted average life of the Certificates will be dependent in large
part on the principal prepayment experience on the Mortgage Assets comprising a
Pool. Although a number of factors may affect the prepayment experience of a
particular Pool, there can be no assurance that any Pool will conform to the
Depositor's past experience or any published prepayment forecast.
The following discussion of certain maturity considerations is intended to
be general in nature and reference is made to the discussion in the related
Prospectus Supplement regarding prepayment and maturity considerations and other
risks.
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MATURITY
Unless otherwise specified in the related Prospectus Supplement, all of the
Mortgage Loans will have original terms to maturity of not more than 40 years.
PREPAYMENT CONSIDERATIONS
A substantial portion of the Mortgage Loans will be secured by the
principal residence of the related Mortgagors. Each Mortgage Loan may contain
prohibitions on prepayment or require payment of a Prepayment Premium, in each
case as described in the related Prospectus Supplement. The prepayment
experience of the Mortgage Loans, and of the mortgage loans underlying the
Mortgage Certificates, comprising a Pool will affect the weighted average life
of the related Series of Certificates. Based on public information with respect
to the mortgage industry, a significant number of the Mortgage Loans, and of the
mortgage loans underlying the Mortgage Certificates, could be paid in full prior
to maturity.
The payment behavior of the Mortgage Loans and of the mortgage loans
underlying the Mortgage Certificates may be influenced by a variety of
political, economic, tax, geographic, demographic, social and other factors.
These factors may include the age, payment terms and geographic distribution of
such loans; characteristics of the Mortgagors; amount of the Mortgagors' equity;
the availability of mortgage financing in general; changes in local industry and
population as they affect population migration; local housing availability and
apartment vacancy rates; and the use of junior liens or other individualized
financing arrangements. In a fluctuating interest rate environment, payment
behavior may be influenced by the difference between the interest rates of the
Mortgage Loans and of the mortgage loans underlying the Mortgage Certificates
and the prevailing mortgage rates for both fixed and adjustable rate mortgages;
the availability of fixed-rate mortgages with interest rates that are
competitive with those of the Mortgage Loans and of the mortgage loans
underlying the Mortgage Certificates and the availability of adjustable rate
mortgages with interest rates determined by indices which are different from the
applicable Index; and the extent to which the Mortgage Loans and the mortgage
loans underlying the Mortgage Certificates are assumed or refinanced or the
Mortgaged Properties are sold or conveyed. The relative contribution of these
factors may vary over time.
In the event the Depositor substitutes a Mortgage Loan for another Mortgage
Loan (upon the satisfaction of the conditions set forth in the Agreement) and
the principal balance of such substituted Mortgage Loan is less than the
principal balance of the Mortgage Loan replaced, the amount of such difference
shall be required to be paid by the Depositor to the Trust Fund and such amount
will be passed through to the Certificateholders as a prepayment. See
'Description of the Certificates -- Assignment of Mortgage Loans.'
Assumptions of the mortgage loans will reduce the level of principal
prepayments in the related Pool that would otherwise occur if such mortgage
loans had been accelerated. To the extent it has knowledge of any conveyance or
prospective conveyance by any Mortgagor of the related Mortgaged Property, the
Master Servicer will retain the right to accelerate the maturity of such
Mortgage Loan under any applicable 'due-on-sale' clause if credit or other
factors warrant such enforcement. However, as discussed above, the Mortgage
Loans provide for assumption by qualifying buyers, and the Master Servicer may
in certain cases encourage the assumption of Mortgage Loans by persons meeting
relevant underwriting standards and in no event will it exercise any such right
of acceleration if prohibited by law. If the Master Servicer determines not to
enforce such a 'due-on-sale' clause, it will enter into an assumption and
modification agreement with the person to whom such property has been conveyed
or is proposed to be conveyed, pursuant to which such person becomes liable
under the Mortgage Loan. Any fees collected by the Master Servicer in connection
with the execution of an assumption agreement may be retained by the Master
Servicer or the applicable Servicer as additional servicing compensation. See
'Description of the Certificates -- Collection and Other Servicing Procedures'
herein.
The rate of prepayments with respect to conventional one- to four-unit
residential first mortgage loans, including ARMs and fixed-rate loans, has
fluctuated significantly in recent years. In general, if prevailing interest
rates fall significantly below the interest rates at the time of origination,
mortgage loans are likely to be subject to higher prepayment rates than if
prevailing rates remain at or above those at the time such mortgage loans were
originated because the availability of fixed-rate loans at competitive interest
rates may encourage borrowers to refinance their ARMs or above market fixed-rate
loans to 'lock-in' low fixed interest rates. Conversely, if prevailing interest
rates rise appreciably above the interest rates at the time of origination,
mortgage loans are likely to experience a lower prepayment rate than if
prevailing rates remain at or below those
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at the time such mortgage loans were originated. However, there can be no
assurance that any Pool will conform to past experience or any published
prepayment forecast.
The Maximum and Minimum Rates, Maximum Adjustments, Gross Margins, Payment
Caps and other features of the ARM programs of mortgage lenders during recent
years have significantly varied in response to market conditions such as
interest rates, consumer demand and regulatory restrictions. The lack of
uniformity of the terms and provisions of such ARM programs have made it
impractical to compile meaningful comparative data on prepayment rates of ARMs
and accordingly, there can be no certainty as to the rate of prepayments on ARMs
in either stable or changing interest rate environments. The ARMs comprising a
Pool or underlying the Mortgage Certificates comprising a Pool may experience a
rate of principal prepayments which is different from the principal prepayment
rate for ARMs included in any other Pool for other adjustable rate mortgages
having different or similar characteristics and for fixed-rate mortgages. In
addition, there can be no assurance that any Pool will conform to past
prepayment experience or any published prepayment forecast.
As described under 'The Pools -- The Mortgage Loans -- Description of
ARMs,' if interest rates rise without a simultaneous increase in the related
Monthly Payments, Deferred Interest and negative amortization may result in the
case of Negatively Amortizing ARMs. However, borrowers may pay amounts in
addition to their Monthly Payments in order to avoid such negative amortization
and increase tax deductible interest payments. To the extent that any of the
Mortgage Loans or any mortgage loans underlying any Mortgage Certificate
negatively amortize over their respective terms, future interest accruals are
computed on the higher outstanding Principal Balance and a smaller portion of
the Monthly Payment is applied to principal than is necessary to amortize the
unpaid principal over its remaining term. Accordingly, the weighted average life
of such mortgage loans will be increased beyond that which would otherwise be
the case. During a period of declining interest rates, the portion of each
Monthly Payment in excess of scheduled interest and principal will be applied to
reduce the outstanding Principal Balance on the related Negatively Amortizing
ARM, thereby resulting in accelerated amortization of such mortgage loan. Any
such increase in amortization of the Principal Balances of any Negatively
Amortizing ARMs comprising a Pool or underlying Mortgage Certificate comprising
a Pool will shorten the weighted average life of such Negatively Amortizing ARMs
over that which would be the case in the absence of such accelerated
amortization. The application of partial prepayments to reduce the principal
amount of a Negatively Amortizing ARM will tend to reduce the weighted average
life of the mortgage loan and will adversely affect the yield to (i) holders of
Certificates which purchased their Certificates at a premium, if any, (ii)
holders of classes with lower proportionate shares of the principal amount in
the underlying Mortgage Assets, if any, and (iii) holders of IO Certificates.
The pooling of Negatively Amortizing ARMs having Monthly Payment adjustment
dates in different months, together with different Initial Mortgage Rates,
Maximum Rates, Minimum Rates and stated maturity dates, could result in some
Negatively Amortizing ARMs experiencing negative amortization while the
amortization of other Negatively Amortizing ARMs is accelerated. The weighted
average life of Certificates of a Series will reflect a composite of the
repayment and prepayment characteristics of the Mortgage Assets in the related
Pool.
The number of foreclosures and the principal amount of the Mortgage Loans
and mortgage loans underlying Mortgage Certificates foreclosed in relation to
such mortgage loans which are repaid in accordance with their terms will affect
the weighted average life of the Mortgage Assets in the Pool and that of the
related Series of Certificates. Servicing decisions made with respect to the
Mortgage Loans and mortgage loans underlying Mortgage Certificate, including the
use of payment plans prior to demand for acceleration and the restructuring of
mortgage loans in bankruptcy proceedings, as well as the Master Servicer's
servicing policy generally not to accept payment from the Mortgagor of less than
the total of the scheduled monthly payments due on the Mortgage Loans, may also
have an impact upon the payment behavior of particular Pools. See 'Description
of the Certificates -- Collection and Other Servicing Procedures.' In
particular, the return to holders of Certificates which purchased their
Certificates at a premium, if any, the return on classes with lower
proportionate shares of the principal amount of the interest in the underlying
mortgage loans, if any, and the return on interest only classes, if any, may be
adversely affected by servicing policies and decisions resulting in
foreclosures.
As may be described in the Prospectus Supplement relating to any Series,
the related Agreement may provide that all or a portion of the principal
collected on or with respect to the related Mortgage Loans may be applied by the
related Trustee to the acquisition of additional Mortgage Loans during a
specified period (rather
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than used to fund payments of principal to Certificateholders during such
period) with the result that the related Certificates possess an interest-only
period, also commonly referred to as a revolving period, which will be followed
by an amortization period. Any such interest-only or revolving period may, upon
the occurrence of certain events to be described in the related Prospectus
Supplement, terminate prior to the end of the specified period and result in the
earlier than expected amortization of the related Certificates.
The Prospectus Supplement for a Series of Sequential Pay Certificates may
contain a table setting forth percentages of the initial Certificate Balance of
each class expected to be outstanding after each of the dates shown in such
table. Any such table will be based upon a number of assumptions stated in such
Prospectus Supplement, including assumptions that prepayments on the mortgage
loans underlying the related Mortgage Certificates or on the Mortgage Loans are
made at rates corresponding to various percentages of the prepayment model
specified in the related Prospectus Supplement. It is unlikely, however, that
the prepayment of the mortgage loans underlying the Mortgage Certificates, or of
the Mortgage Loans, underlying any Series will conform to any of the percentages
of the prepayment model described in the table set forth in such Prospectus
Supplement.
See 'Description of the Certificates -- Termination' herein and
'Description of the Certificates -- Optional Termination' in the Prospectus
Supplement for a description of the Depositor's or Master Servicer's option to
repurchase the Mortgage Assets comprising part of a Trust Fund when the
aggregate outstanding Principal Balance of such Mortgage Assets is less than a
specified percentage of the aggregate outstanding Principal Balance of such
Mortgage Assets as of the related Cut-off Date. The Depositor or a Mortgage
Asset Seller may also be required to repurchase Mortgage Assets from any Pool
because of breaches in its representations and warranties to the Trustee. Any
such repurchases will shorten the weighted average lives of the Certificates.
DESCRIPTION OF THE CERTIFICATES
Each Series of Certificates will be issued pursuant to a separate Agreement
(the 'Agreement') for such Series between the Depositor, the Master Servicer and
the Trustee. The Agreement for each Series of Certificates will contain similar
terms and conditions, except for provisions with respect to the Pass-Through
Rate or Rates for each Class of such Series, the Delivery Date for such Series,
the specific Mortgage Loans relating to such Series, whether such Series
includes Senior Certificates and Subordinate Certificates and/or whether such
Series is enhanced by insurance or other forms of credit enhancement, whether
the Trust Fund relating to a Series of Certificates will elect to be treated as
a REMIC, the order and amount of distributions of principal or interest or both
on the various Classes of Certificates included in such Series, and any other
variations described in the Prospectus Supplement for such Series. If so
specified in the related Prospectus Supplement, the Mortgage Assets may be
divided into Asset Groups and the Certificates of separate Classes will evidence
ownership interests of a corresponding Asset Group. The following summaries of
certain provisions of each Agreement do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, the provisions
of the Agreement relating to each Pool and the related Prospectus Supplement.
Reference is made to the form of Agreement filed as an exhibit to the
Registration Statement of which this Prospectus forms a part for a complete
statement of the particular provisions and terms used in the Agreement and
referred to herein.
GENERAL
The Certificates of each Series will be issued in fully registered
certificated or book-entry form and will represent ownership interests in the
Trust Fund created pursuant to the Agreement for such Series. Except as
otherwise specified in the related Prospectus Supplement, the Trust Fund for a
Series of Certificates will consist of: (i) the Mortgage Loans as from time to
time are subject to the Agreement for such Series; (ii) Mortgage Certificates;
(iii) such assets as from time to time are required to be deposited in one or
more trust accounts established and maintained pursuant to such Agreement; (iv)
any property which initially secured a Mortgage Loan and which is acquired by
foreclosure or deed in lieu of foreclosure; and (iv) the interests of the
Holders of such Certificates in any insurance policies or other forms of credit
enhancement required to be maintained pursuant to such Agreement. See 'Credit
Enhancements' herein. To the extent set forth in the related Prospectus
Supplement, the beneficial interests in the Mortgage Loans relating to a Series
of Certificates may be in the form of participation interests therein which will
represent REMIC 'regular interests' in a Trust Fund which contains the Mortgage
Loans relating to such Series.
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The Certificates of each Series in certificated form may be transferred or
exchanged at the Corporate Trust Office of the Trustee or other offices
specified in the related Prospectus Supplement without the payment of any
service charge, other than any tax or other governmental charge payable in
connection therewith. In the event a Series of Certificates is issued, in whole
or in part, in book-entry form through the facilities of DTC or a similar
institution (the 'Repository') transfers or exchanges may be similarly effected
through a participating member of the Repository, as described in the related
Prospectus Supplement. Prior to issuance there has been no market for any Series
of Certificates, and there can be no assurance that one will develop or if one
does develop that it will provide the Holders of Certificates of such Series
with liquidity or that it will remain for the life of the Certificates of such
Series.
Each Certificate of a Series will evidence the specified interest of the
Holder thereof in payments of principal or interest or both in respect of the
Pool comprising part of the Trust Fund for such Series of Certificates. Each
Class may bear a different Pass-Through Rate, based upon the specified interest
of such Class in payments of principal and interest. Certain Series or Classes
of Certificates, or certain of the Mortgage Loans or Mortgage Certificates
relating to a Series, may be enhanced by mortgage or hazard insurance or other
forms of credit enhancement, in each case as described in the related Prospectus
Supplement for such Series. The specific characteristics and percentage
interests of each Class of Certificates of a Series and the minimum or specified
denominations of such Certificates will be set forth in the Prospectus
Supplement for such Series. Any statements made herein relating to the Classes
of Certificates which are not offered for sale hereby are solely for the
information of the Holders of Certificates being offered hereby.
A Series of Certificates may contain one or more Classes of Senior
Certificates which are senior in right of distribution to one or more Classes of
Subordinated Certificates (one or more of which may be senior in right of
distribution to one or more other Classes of Subordinated Certificates) and may
also contain one or more Classes of: Certificates upon which interest will
accrue but will be added to the Certificate Balance, rather than distributed,
until the time specified in the related Prospectus Supplement and thereafter
will be distributed as so specified ('Compounding Certificates'); Certificates
entitled to principal distributions (with disproportionate, nominal or no
interest distributions) or to interest distributions (with nominal or no
principal distributions) ('Stripped Certificates'); Certificates entitled to
minimum distributions of principal in accordance with a specified schedule based
on the assumed rate of prepayment on the Mortgage Loans ('Prepayment
Certificates'); Certificates with principal distribution on the classes of such
Series made in the sequence specified in the related Prospectus Supplement
('Sequential Pay Certificates'); Certificates entitled to distributions of
principal in accordance with a specified schedule that is intended to slow the
amortization rate of such Certificates relative to the related Mortgage Loans
('Non-Accelerated Certificates'); other types of Certificates; or a combination
thereof, all as set forth in the related Prospectus Supplement. The relative
interests of the Senior Certificates and the Subordinated Certificates of a
Series of certain certificates ('Shifting Interest Certificates') in the Pool
will be subject to adjustment from time to time if funds available for
distribution on Senior Certificates of such Series are insufficient to cover the
amounts of principal otherwise payable to the holders of such Senior
Certificates on a Distribution Date as specified in the related Prospectus
Supplement.
As used herein, the term 'Fractional Undivided Interest' shall mean the
percentage of the principal portion of a Trust Fund evidenced by a Certificate
and the term 'Percentage Interest' shall mean the percentage of the aggregate
distributions allocable to a Class of Certificates evidenced by a Certificate of
such Class. The term 'Principal Balance' means the principal balance of a
Mortgage Loan remaining to be paid at the close of business on the Cut-off Date
(after deduction of all principal payments due on or before the Cut-off Date
whether or not paid) and reduced by all amounts distributed to
Certificateholders and allocable to principal of such Mortgage Loan and, in the
case of Negatively Amortizing ARMs, increased by Deferred Interest added to
principal of such ARMs. The term 'Residual Holder' shall mean a
Certificateholder entitled to receive the 'residual interest' in the REMIC as
defined in Section 860G(a)(2) of the Code. The terms defined in this paragraph
may be assigned different meanings in the Prospectus Supplement relating to a
particular Series of Certificates.
Except as otherwise specified in the related Prospectus Supplement for a
Series of Certificates, the Mortgage Loans will have Installment Due Dates on
the first day of the month ('First of the Month Mortgage Loans'). Except as
otherwise specified in the related Prospectus Supplement, distributions of
principal and interest received in respect of the Mortgage Loans relating to
such Series of Certificates will be made by the Trustee or other paying agent
(the 'Paying Agent') on the 25th day of each month or if such 25th day is not a
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Business Day (as defined in the related Agreement) on the next succeeding
Business Day (each, a 'Distribution Date') and will be paid to the persons in
whose names such Certificates are registered at the close of business on the
last Business Day of the prior month (or in the event the last day of the month
is not a Business Day, on the Business Day immediately preceding such last day)
(the 'Record Date'). Unless otherwise specified in the related Prospectus
Supplement, such distributions will begin with the month succeeding the month in
which the Cut-off Date occurs. The aggregate principal balances of the
Certificates on the Cut-off Date will be the sum of the aggregate principal
balances of the Mortgage Loans and the Mortgage Certificates as of the first day
of the month in which the Cut-off Date occurs, after deducting payments of
principal and interest due on or before such date. In the event a Series of
Certificates represents interests in a Pool consisting of Mortgage Loans other
than First of the Month Mortgage Loans, the related Prospectus Supplement will
more fully describe any resulting effect on the holders of Certificates of such
Series.
In addition, the related Prospectus Supplement will specify whether the
related Agreement will provide that all or a portion of principal collected on
the Mortgage Loans may be retained by the Trustee (and held in certain temporary
investments, including Mortgage Loans) for a specified period prior to being
used to distribute payments of principal to certain Certificateholders.
The result of such retention and temporary investment by the Trustee of
such principal would be to slow the amortization rate of the related
Certificates relative to the amortization rate of the related Mortgage Loans, or
to attempt to match the amortization rate of the related Certificates to an
amortization schedule established at the time such Certificates are issued. Any
such feature applicable to any Certificates may terminate, resulting in the
current funding of principal payments to the related Certificateholders and an
acceleration of the amortization of such Certificates upon the occurrence of
certain events as set forth in the related Prospectus Supplement.
Such distributions with respect to certificated Certificates will be made
by check mailed to the address of each Holder as it appears on the Certificate
Register for such Series or, if provided by the Agreement for such Series, in
the case of any Holder of a Certificate of such Series with an initial
Certificate Balance or Notional Amount equal to or in excess of the amount
specified in the Agreement and described in the related Prospectus Supplement
and who has so notified the Trustee or any applicable Paying Agent, by wire
transfer in immediately available funds to the account of such Holder at a bank
or other depository institution having appropriate wire transfer facilities;
except that the final distribution in retirement of a certificated Certificate
will be made only upon presentation and surrender of such Certificate at the
office or agency of the Trustee specified in the final distribution notice to
such Certificateholder. In the event a Series of Certificates is issued, in
whole or in part, in book-entry form, distributions on such Certificates,
including the final distribution in retirement of such Certificates, will be
made through the facilities of the Repository in accordance with its usual
procedures in the manner described in the Prospectus Supplement for such Series.
ASSIGNMENT OF MORTGAGE LOANS
General
At the time of issuance of each Series of Certificates, the Depositor will
cause the Mortgage Loans, including loans underlying Mortgage Certificates,
comprising the Pool relating to such Series to be assigned to the Trustee for
such Series, together with all principal and interest due on or with respect to
such Mortgage Loans subsequent to the Cut-off Date. The Trustee will, in
exchange for the Trust Fund for such Series of Certificates and concurrently
with such assignment, execute and deliver the Certificates to a certificate
registrar appointed pursuant to the Agreement for such Series (the 'Certificate
Registrar') for authentication and delivery to the Depositor or its designee.
Each Mortgage Loan relating to such Series will be identified in a schedule
appearing as an exhibit to the Agreement for such Series which will include
information about each such Mortgage Loan including, among other things, its
Principal Balance as of the close of business on the Cut-off Date, its current
Mortgage Interest Rate and Mortgage Pass-Through Rate, its current scheduled
monthly payment of principal and interest, its stated maturity, its
Administration Fee, its Loan-to-Value Ratio, and, if such Mortgage Loan is an
ARM, its applicable Index, its Gross Margin, its lifetime Minimum Rate (if any),
its lifetime Maximum Rate, its periodic Maximum Adjustment, the frequency of its
interest rate adjustment and its First Monthly Payment Adjustment Date.
The Trustee for a Series of Certificates will be authorized to appoint one
or more custodians, which may include affiliates of the Depositor or the Trustee
(together, the 'Custodians'), under a custodial agreement to
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maintain possession of and review the documents with respect to the Mortgage
Loans relating to such Series, as the agent of such Trustee. Any such custodial
agreement will be on such terms as the Depositor, the Trustee and each Custodian
shall agree.
In addition, the Depositor will, as to each Mortgage Loan, deliver to the
Trustee the Mortgage Note endorsed without recourse in blank or to the order of
the Trustee, the original Mortgage with evidence of recording indicated thereon,
an Officer's Certificate to the effect that a title insurance policy was issued
and remains in full force and effect, and an assignment of the Mortgage in
recordable form unless otherwise described in the related Prospectus Supplement.
The Agreement will generally require that the assignment of each Mortgage be
properly recorded and delivered to the Trustee within one year following the
issuance of the Certificates; provided that assignments of Mortgages need not be
recorded in any state for which the Depositor delivers to the Trustee an opinion
of counsel to the effect that recordation of such assignments is not necessary
to secure or perfect the interest in such Mortgaged Properties in the name of
the Trustee. (Section 2.1. of the Agreement).
Unless otherwise specified in the related Prospectus Supplement, the
Trustee will review and hold such documents in trust for the benefit of the
Certificateholders. If any such document is found by the Trustee (within 45 days
or within a longer specified period with respect to assignments which must be
recorded) to be defective in any material respect and the Depositor does not
cure such defect within 60 days after notice by the Trustee given to the
Depositor within the relevant period, the Depositor will, after the Trustee's
notice to the Depositor of the defect, either (i) within the three month period
commencing on the closing date of the sale of the related Series of Certificates
repurchase the related Mortgage Loan at a price, unless otherwise specified in
the related Prospectus Supplement, equal to the principal balance of such
Mortgage Loan, plus accrued interest on such principal balance at the Mortgage
Interest Rate to the next scheduled Installment Due Date of such Mortgage Loan,
or (ii) within the three month period commencing on the closing date of the sale
of the related Series of Certificates (or within the two year period commencing
on such closing date if the related Mortgage Loan is a 'defective obligation'
within the meaning of the Code) unless otherwise provided in the related
Prospectus Supplement, substitute a different mortgage loan upon satisfaction of
the conditions set forth in the Agreement. Except as otherwise specified in the
related Prospectus Supplement, this repurchase or substitution obligation
constitutes the sole remedy available to the Certificateholders or the Trustee
for a material defect in a constituent document. (Section 2.2.) The related
Prospectus Supplement will specify any restrictions with respect to repurchases,
substitutions and any alternative arrangements.
Because assignments by the Depositor to the Trustee of the Mortgage Loans
secured by Mortgaged Properties located in certain states may not be recorded,
it might be possible for the Depositor to transfer such Mortgage Loans to bona
fide purchasers for value without notice, notwithstanding the Trustee's rights.
However, in most instances the Depositor would not be able to deliver the
original documents evidencing the Mortgage Notes or the mortgages because under
the terms of the Agreement and any Custodial Agreement, such documents are to be
retained in the possession of the Trustee or the specified Custodian, except
when released to the Depositor in connection with its servicing activities.
Moreover, under the law of California and certain other states, a subsequent
transferee who failed to obtain delivery of the original evidence of
indebtedness would not, in the absence of special facts, be able to defeat the
Trustee's interest in a Mortgage Loan so long as such evidence of indebtedness
remained in the possession of the Trustee.
Pursuant to the Agreement, the Master Servicer will service and administer
the Mortgage Loans assigned to the Trustee as more fully set forth below.
REPRESENTATIONS AND WARRANTIES
Unless otherwise specified in the related Prospectus Supplement, in the
Agreement, the Depositor will represent and warrant to the Trustee (or will
assign to the Trustee representations and warranties of the Mortgage Asset
Seller) with respect to the Mortgage Loans comprising the Mortgage Assets in a
Trust Fund, upon delivery of the Mortgage Loans to the Trustee hereunder, among
other things: (i) that the information set forth in the schedule of Mortgage
Loans appearing as an exhibit to the Agreement is correct in all material
respects at the date or dates respecting which such information is furnished as
specified therein; (ii) that as of the date of the transfer of the Mortgage
Loans to the Trustee, the Depositor is the sole owner and holder of each
Mortgage Loan free and clear of all liens, pledges, charges or security
interests of any nature and has full right and authority, subject to no interest
or participation of, or agreement with, any other party, to sell and assign the
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same; (iii) that as of the date of initial issuance of the Certificates, no
payment of principal of or interest on or in respect of any Mortgage Loan is
more than 89 days past due; (iv) that to the best of the Depositor's knowledge,
as of the date of the transfer of the Mortgage Loans to the Trustee there is no
valid offset, defense or counterclaim to any Mortgage Note or Mortgage; (v) that
as of the date of the initial issuance of the Certificates, there is, to the
best of the Depositor's knowledge, no proceeding pending or threatened for the
total or partial condemnation of any of the Mortgaged Property and the Mortgaged
Property is free of material damage and in good repair and neither the Mortgaged
Property nor any improvement located on or being part of the Mortgaged Property
is in violation of any applicable zoning law or regulation; (vi) that each
Mortgage Loan complies in all material respects with applicable state or federal
laws, regulations and other requirements, pertaining to usury, equal credit
opportunity and disclosure laws and each Mortgage Loan was not usurious at the
time of origination; (vii) that to the best of the Depositor's knowledge, as of
the date of the initial issuance of the Certificates, all taxes, government
assessments and insurance premiums in respect to the Mortgaged Properties
previously due and owing have been paid; (viii) that each Mortgage Note and the
related Mortgage are genuine and each is the legal, valid and binding obligation
of the maker thereof, enforceable in accordance with its terms except as such
enforcement may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditor's rights generally and by
general equity principles (regardless of whether such enforcement is considered
in a proceeding in equity or at law); all parties to the Mortgage Note and the
Mortgage had legal capacity to execute the Mortgage Note and the Mortgage and
each Mortgage Note and Mortgage have been duly and properly executed by the
Mortgagor; (ix) that each Mortgage is a valid and enforceable first lien on the
property securing the related Mortgage Note, which may arise thereunder and that
each Mortgage Loan is covered by an ALTA mortgagee title insurance policy or
other form of policy or insurance generally acceptable to FNMA or FHLMC, issued
by, and is a valid and binding obligation of, a title insurer acceptable to FNMA
or FHLMC insuring the originator, its successors and assigns, as to the lien of
the Mortgage in the original principal amount of the Mortgage Loan subject only
to (a) the lien of current real property taxes and assessments not yet due and
payable, (b) covenants, conditions and restrictions, rights of way, easements
and other matters of public record as of the date of recording of such Mortgage
acceptable to mortgage lending institutions in the area in which the Mortgaged
Property is located or specifically referred to in the appraisal performed in
connection with the origination of the related Mortgage Loan and (c) such other
matters to which like properties are commonly subject which do not individually,
or in the aggregate, materially interfere with the benefits of the security
intended to be provided by the Mortgage; (x) that as of the initial issuance of
the Certificates, neither the Depositor nor any prior holder of any Mortgage
has, except as the Mortgage File may reflect, modified the Mortgage in any
material respect; satisfied, cancelled or subordinated such Mortgage in whole or
in part; released such Mortgaged Property in whole or in part from the lien of
the Mortgage; or executed any instrument of release, cancellation, modification
or satisfaction; (xi) that each Mortgaged Property consists of a fee simple
estate, a leasehold estate, or condominium form of ownership in real property,
or a share interest in a cooperative corporation in the case of a Co-op Loan;
(xii) the condominium projects that include the condominiums that are the
subject of any Co-op Loan are generally acceptable to FNMA and FHLMC; (xiii) no
foreclosure action is threatened or has been commenced (except for the filing of
any notice of default) with respect to any Mortgage Loan; and except for payment
delinquencies not in excess of 91 days, to the best of the Depositor's
knowledge, there is no default, breach, violation or event of acceleration
existing under any Mortgage or the related Mortgage Note and no event which,
with the passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of acceleration;
and the Depositor has not waived any default, breach, violation or event of
acceleration; (xiv) that no Mortgage Loan had a Loan-to-Value Ratio at
origination in excess of 100%; (xv) the Mortgage Loans were not selected in a
manner to adversely affect the interests of the Certificateholders and the
Depositor knows of no conditions which reasonably would cause it to expect any
Mortgage Loan to become delinquent or otherwise lose value and (xvi) the ratio
of the aggregate outstanding principal balance of Mortgage Loans with any
payment delinquency in excess of 30 days over the aggregate outstanding
principal balance of the Mortgage Loans as of the Cut-off Date does not equal or
exceed 20%.
Unless otherwise specified in the related Prospectus Statement, within 90
days of the discovery by the Depositor or the applicable Mortgage Asset Seller
of a breach of any representation or warranty which materially and adversely
affects the interests of the Certificateholders in a Mortgage Loan, or the
Depositor's or such Mortgage Asset Seller's receipt of notice thereof from the
Trustee or a Custodian, and without regard to any limitation set forth in such
representation or warranty concerning the knowledge of the Depositor as to facts
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stated therein, the Depositor or the applicable Mortgage Asset Seller will cure
the breach or either (i) repurchase the Mortgage Loan at a price equal to the
principal balance of such Mortgage Loan plus accrued interest on such principal
balance at the Mortgage Interest Rate to the next scheduled Installment Due Date
of such Mortgage Loan or (ii) within the three month period commencing on the
closing date of the sale of the related Series of Certificates (or within the
two year period commencing on such closing date if the related Mortgage Loan is
a 'defective obligation' within the meaning of the Code) unless otherwise
provided in the related Prospectus Supplement, substitute a different Mortgage
Loan upon satisfaction of the conditions set forth in the Agreement. Except as
otherwise specified in the related Prospectus Supplement, this repurchase and
substitution obligation constitutes the sole remedy available to the
Certificateholders or the Trustee for any such breach. (Section 2.3.) The
related Prospectus Supplement will specify any restrictions with respect to
repurchases, substitution and any alternative arrangements.
FORWARD COMMITMENTS: PRE-FUNDING ACCOUNT
If specified in the Prospectus Supplement relating to any Series, the
Trustee or the Master Servicer may, on behalf of the related Trust Fund, enter
into an agreement (each, a 'Forward Purchase Agreement') with the Depositor
whereby the Depositor will agree to transfer additional Mortgage Loans to such
Trust Fund following the date on which such Trust Fund is established and the
related Certificates are issued. The Trust Fund may enter into Forward Purchase
Agreements to permit the acquisition of additional Mortgage Loans that could not
be delivered by the Depositor or have not formally completed the origination
process, in each case prior to the date on which the Certificates are delivered
to the Certificateholders (the 'Closing Date'). Any Forward Purchase Agreement
will require that any Mortgage Loans so transferred to a Trust Fund conform to
the requirements specified in such Forward Purchase Agreement. If a Forward
Purchase Agreement is to be utilized, and unless otherwise specified in the
related Prospectus Supplement, the Trustee will be required to deposit in a
segregated account (each, a 'Pre-Funding Account') all or a portion of the
proceeds received by the Trustee in connection with the sale of one or more
classes of Certificates of the related Series; the additional Mortgage Loans
will be transferred to the related Trust Fund in exchange for money released to
the Depositor from the related Pre-Funding Account. Each Forward Purchase
Agreement will set a specified period during which any such transfers must
occur. The Forward Purchase Agreement or the related Agreement will require
that, if all moneys originally deposited to such Pre-Funding Account are not so
used by the end of such specified period, then any remaining moneys will be
applied as a mandatory prepayment of the related class or classes of
Certificates as specified in the related Prospectus Supplement. The reinvestment
risk associated with any such prepayment will be borne by the holders of the
Certificates issued by the applicable Trust Fund. Unless otherwise specified in
the related Prospectus Supplement, the specified period for the acquisition by a
Trust Fund of additional Mortgage Loans will not exceed three months from the
date such Trust Fund is established. The amount that may be initially deposited
into a Pre-Funding Account may be up to 25% of the principal amount of the
Certificates issued by the related Trust Fund. The amounts on deposit in any
Pre-Funding Account may be invested only in certain permitted investments deemed
acceptable by the Rating Agencies as consistent with the applicable ratings on
the Certificates. The underwriting standards for additional Mortgage Loans that
will be acquired with amounts from the Pre-Funding Account will be in accordance
with the standards set forth under 'The Pools -- Underwriting Policies' herein.
In addition, following the transfer of additional Mortgage Loans to the
applicable Trust Fund, the characteristics of the entire pool of Mortgage Loans
included in such Trust Fund may vary significantly from those of the initial
Mortgage Loans transferred to such Trust Fund. Accordingly, it is possible that
the credit quality of the Pool, as a whole, may differ due to the transfer of
additional Mortgage Loans to the Trust Fund but in no event will any such
Mortgage Loans be transferred to the Trust Fund if such transfer would cause a
downgrade of the ratings of the related Certificates. The transfer of additional
Mortgage Loans to the Trust Fund may also result in an accelerated rate of
payment to the applicable Certificateholders caused by an increased level of
defaults on such Mortgage Loans. Certificateholders will bear all reinvestment
risk associated with a higher than expected rate of payment of the Certificates.
In addition, if such Certificates were purchased at a premium, a higher than
expected rate of payment would result in a reduction in the yield to maturity of
any class of Certificates to which such payments are distributed.
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PAYMENTS ON MORTGAGE LOANS
The Certificate Account which the Master Servicer will establish and
maintain in trust will be a separate account which must be maintained with a
depository institution (which may be an affiliate of the Master Servicer)
acceptable to the Rating Agency rating the Certificates of a Series. The Master
Servicer will credit to the Certificate Account on a daily basis the following
payments and collections received or made by it subsequent to the Cut-off Date
(including scheduled payments of principal and interest due after the Cut-off
Date but received by the Master Servicer on or before the Cut-off Date):
(i) all Mortgagor payments on account of principal, including
principal prepayments by Mortgagors, on the Mortgage Loans;
(ii) all Mortgagor payments on account of interest on the Mortgage
Loans, which may be net of that portion thereof which the Master Servicer
is entitled to retain as Administration Fees pursuant to the Agreement (as
adjusted);
(iii) all proceeds from Liquidation Proceeds net of unpaid
Administration Fees;
(iv) all proceeds received by the Master Servicer under any title,
hazard or other insurance policy covering any Mortgage Loan or the related
Mortgaged Property, other than proceeds to be applied to the restoration or
repair of the property subject to the related Mortgage or released to the
Mortgagor in accordance with the Master Servicer's normal servicing
procedures;
(v) all amounts required to be transferred to the Certificate Account
from the Reserve Fund, if any, pursuant to the Agreement;
(vi) any Advances made as described under 'Description of the
Certificates -- Advances and Limitations Thereon';
(vii) all Repurchase Proceeds of Mortgage Loans; and
(viii) all other amounts required to be deposited in the Certificate
Account pursuant to the Agreement;
provided, however, that with respect to any payment of interest received by the
Master Servicer relating to a Mortgage Loan (whether paid by the Mortgagor or
received as Liquidation Proceeds, insurance proceeds or otherwise, but not as a
result of any Deferred Interest) which is less than the full amount of interest
then due with respect to such Mortgage Loan, the Master Servicer shall retain
only its pro rata share of such interest payment. (Section 3.2.)
Unless otherwise specified in the related Prospectus Supplement, the
Agreement will provide that amounts deposited in the Certificate Account may be
invested in Eligible Investments, as defined below, maturing in general not
later than the Business Day preceding the next Distribution Date. If a REMIC
election (see 'Certain Federal Income Tax Consequences') is made with respect to
a Series of Certificates, then (i) earnings on such Eligible Investments shall
belong to the Depositor unless otherwise specified in the related Prospectus
Supplement and (ii) investments will be restricted in such a manner as to
constitute 'permitted investments' (as defined in Section 860G(a)(5) of the
Code) and dispositions thereof will not be made if the result thereof would be
to cause any part of the proceeds to be subject to the 100 Percent Tax on
Prohibited Transactions imposed by Section 860F(a)(1) of the Code or would be to
cause a loss of REMIC status. If a REMIC election is not made, all income and
gain realized on any such investment will be for the account of the Master
Servicer. The amount of any loss incurred in connection with any such investment
must be deposited in the Certificate Account by the Master Servicer out of its
own funds immediately as realized.
The Master Servicer is authorized to make withdrawals from the Certificate
Account for various purposes set forth in the Agreement.
Unless otherwise specified in the related Prospectus Supplement, 'Eligible
Investments' shall include any one or more of the following obligations or
securities: (a) direct obligations of, or guaranteed as to full and timely
payment of principal and interest by, the United States or any agency or
instrumentality thereof; (b) direct obligations of, or guaranteed as to timely
payment of principal and interest by, FHLMC, FNMA or the Federal Farm Credit
System, qualified by a Rating Agency as investment grade; (c) demand and time
deposits in or certificates of deposit of, or bankers' acceptances issued by, a
qualified bank or trust company, savings and loan association or savings bank;
(d) general obligations of or obligations guaranteed by any state of the United
States or the District of Columbia with an investment grade rating; (e)
investment grade commercial or finance
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company paper; (f) certain guaranteed reinvestment agreements issued by any
bank, insurance company or other corporation rated in one of the two highest
rating levels available to such issuers by each Rating Agency at the time of
such investment; and (g) such other obligations as are acceptable as Eligible
Investments to each Rating Agency as provided in the related Agreement.
DISTRIBUTIONS ON THE CERTIFICATES
Unless otherwise specified in the Prospectus Supplement for a Series of
Certificates, on each applicable Distribution Date the Pool Distribution will be
distributed to Certificateholders, in most cases, through DTC and DTC
Participants as described in 'Registration of Certificates' below. The 'Pool
Distribution' will consist of all previously undistributed payments or other
receipts on account of principal and interest due after the Cut-off Date and
received before the 20th day (or if such 20th day is not a Business Day, the
Business Day immediately preceding such 20th day) of the month of distribution
(each, a 'Determination Date') except:
(i) amounts received on Mortgage Loans as late payments or other
recoveries of principal or interest (including Liquidation Proceeds and
insurance proceeds) which represent recoveries of unreimbursed Advances;
(ii) amounts representing reimbursement for Nonrecoverable Advances
and amounts representing reimbursement for certain losses and expenses
incurred by the Master Servicer and described in the Agreement;
(iii) that portion of each Mortgagor payment of interest on a
particular Mortgage Loan in excess of interest at the Mortgage Pass-Through
Rate (less Deferred Interest, if any) on the Principal Balance of such
Mortgage Loan outstanding during the period for which such payment was
received, as adjusted;
(iv) all amounts representing scheduled payments of principal and
interest due after the immediately preceding Installment Due Date;
(v) all Principal Prepayments and Repurchase Proceeds with respect to
Mortgage Loans received after the related Prepayment Period (as defined
below) and all related payments of interest representing interest for any
period of time after the immediately preceding Installment Due Date for
such Mortgage Loans;
(vi) where permitted by the Agreement, that portion of Liquidation
Proceeds which represents unpaid Administration Fees to which the Master
Servicer is entitled; and
(vii) any other amount not included in the Pool Distribution in
accordance with the Agreement.
Unless otherwise provided in the applicable Prospectus Supplement, the term
'Prepayment Period' shall refer to the month preceding the month in which such
distribution occurs.
Distributions of interest on Certificates which received interest will be
made periodically at the intervals and at the Pass-Through Rate specified or
determined in the manner described in the related Prospectus Supplement.
Interest on the Certificates will be calculated on the basis of a 360-day year
consisting of twelve 30-day months unless otherwise specified in the related
Prospectus Supplement.
If funds in the Certificate Account (together with any amounts transferred
from any reserve fund or applicable credit enhancement) are insufficient to make
the full distribution to Certificateholders described above on any Distribution
Date, the funds available for distribution to the Certificateholders of each
Class will be distributed in accordance with their respective interests therein,
except that Subordinate Certificateholders, if any, will not, subject to the
limitations described in the related Prospectus Supplement, receive any amount
of distributions until Senior Certificateholders receive the amount of present
distributions due them and the amount of distributions owed them which were not
timely distributed thereon and to which they are entitled (in each case
calculated as described in the related Prospectus Supplement). If specified in
the related Prospectus Supplement, the difference between the amount which
Certificateholders would have received if there had been sufficient eligible
funds available for distribution and the amount actually distributed will be
included in the calculation of the amount which the Certificateholders are
entitled to receive on the next Distribution Date.
Distributions on the Certificates on each Distribution Date will generally
be allocated to each Certificate entitled thereto on the basis of the undivided
percentage interest (the 'Percentage Interest') evidenced by such Certificate in
the Trust Fund or on the basis of their outstanding principal amounts or
notional amounts (subject to any subordination of the rights of any classes of
Subordinate Certificates to receive current distributions as
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specified in the related Prospectus Supplement). If the Mortgage Assets for a
Series have adjustable or variable interest or pass-through rates, then the
Pass-Through Rate of the Certificates of such Series may also vary, due to
changes in such rates and due to prepayments with respect to Mortgage Loans
comprising or underlying the related Mortgage Assets. If the Mortgage Assets for
a Series have fixed interest or pass-through rates, then the Pass-Through Rate
on Certificates of the related Series may be fixed, or may vary, to the extent
prepayments cause changes in the weighted average interest rate or pass-through
rate of the Mortgage Assets. If the Mortgage Assets have lifetime or periodic
adjustment caps on their respective pass-through rates, then the Pass-Through
Rate on the Certificates of the related Series may also reflect such caps.
Interest. Each Class of Certificates of a Series will accrue interest from
the date and at the fixed or adjustable Pass-Through Rate set forth (or
determined as set forth) in the related Prospectus Supplement, except for any
Class of PO Certificates, which will not accrue interest. The 'Accrual Period'
with respect to any Distribution Date shall be the period from (and including)
the first day of the month preceding the month in which such Distribution Date
falls (or, in the case of the first Distribution Date, from the Closing Date)
through the last day of such preceding month, or such other period as may be
specified in the related Prospectus Supplement. Accrued interest will be
distributed (to the extent of available funds and subject to negative
amortization, if any, on the underlying Mortgage Loans) at the times and in the
manner specified in such Prospectus Supplement. Distributions of interest on any
Class of Compounding Certificates will commence at the time specified in such
Prospectus Supplement; until then, interest on the Compounding Certificates will
be added to the Certificate Balance thereof and will thereafter accrue interest.
Unless otherwise specified in the related Prospectus Supplement, interest on the
Certificates of each Class will accrue at the applicable Pass-Through Rate from
the date specified in the related Prospectus Supplement (calculated on the basis
of a 360-day year consisting of twelve 30-day months) through the last day of
the Accrual Period for the Distribution Date on which the Certificate Balance of
the Certificates of such Class is fully amortized.
Principal. The 'Certificate Balance' of a Certificate of a Series at any
time is equal to the initial Certificate Balance of such Certificate (plus, in
the case of Compounding Certificates, interest added to the Certificate Balance
thereof) less all distributions of principal thereon through the preceding
Distribution Date and adjustments, if any, in respect of losses and represents
the amount in respect of principal which the holder thereof is then entitled to
receive from the cash flow on the assets included in the related Pool. The
aggregate initial Certificate Balance of a Series and each Class thereof will be
the amount set forth as such on the cover of the related Prospectus Supplement.
Each Class of Certificates of a Series (except for IO Certificates) will
(to the extent of available funds) receive distributions of principal in the
amounts, at the times and in the manner specified in the related Prospectus
Supplement until its initial aggregate Certificate Balance has been fully
amortized. The aggregate amount distributed as principal for a Series will
generally be equal to (or determined pursuant to a formula based on) the amount
of principal received on the related Pool during the period specified in the
Prospectus Supplement. Allocations of distributions of principal will be made to
the Certificates of each Class in the proportions, during the periods and in the
order specified in the related Prospectus Supplement. The Certificate Balance of
a Class or Classes of Certificates may increase in accordance with any negative
amortization experienced by Mortgage Assets in the related Pool. Distributions
will be made pro rata among the Certificates of each Class then entitled to
receive such distributions.
The 'Scheduled Amortization Date' for a Class of Certificates is the latest
date as of which the aggregate Certificate Balance of the Certificates of such
Class is expected to be fully amortized, either based on the assumptions that
all scheduled payments (with no prepayments) on the Mortgage Loans and/or
Mortgage Certificates in the related Pool are timely received and, if
applicable, that all such scheduled payments are reinvested on receipt at the
rate or rates specified in the related Prospectus Supplement at which amounts in
the Certificate Account are assumed to earn interest (the 'Assumed Reinvestment
Rate') or, if a minimum prepayment agreement is entered into with respect to
such Series that payments on the related Mortgage Loans and/or Mortgage
Certificates are received, in accordance with a minimum prepayment rate or
schedule as set forth in the related Supplement. (If an Assumed Reinvestment
Rate is specified for a Series of Certificates, reinvestment earnings on funds
in the Certificate Account will not belong to the Master Servicer as additional
servicing compensation. Such amounts will be part of the Pool and will be
available to make distributions on the related Certificates.)
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Senior and Subordinated Certificates. A Series of Certificates may consist
of one or more Classes of Senior Certificates and one or more Classes of
Subordinated Certificates, one or more of which may be further subordinated to
one or more other classes of Subordinated Certificates. Any such subordination
may be limited to the Subordinated Amount specified in the related Supplement
or, in the case of Shifting Interest Certificates, to the proportionate interest
of the Subordinated Certificates in distributions and will be effected by a
subordination of the right to receive current distributions, to the extent and
under the circumstances set forth in the related Prospectus Supplement. In
addition, a Reserve Fund may be established, which may be funded in part by an
initial deposit therein and in part by the deposit therein of amounts otherwise
distributable to holders of Subordinated Certificates. The terms of any
subordination arrangement will be described in the Prospectus Supplement. See
'Credit Enhancements -- Subordination.'
Compounding Certificates. Compounding Certificates of a Series will not be
entitled to distributions of principal or interest until the date specified in
the related Prospectus Supplement. On each Distribution Date prior to the first
Distribution Date on which interest is distributed on a Class of Compounding
Certificates, the amount of interest accrued during the prior Distribution
Period or Accrual Period will be added to the Certificate Balance of such Class
and will accrue interest at the applicable Pass-Through Rate from the time it is
added to the Certificate Balance or from such other date as may be specified in
the related Prospectus Supplement.
Stripped Certificates. Stripped Certificates may consist of PO
Certificates, IO Certificates or Certificates entitled to distributions of
principal on Mortgage Loans and/or Mortgage Certificates with disproportionate
or nominal interest distributions or of interest on Mortgage Loans and/or
Mortgage Certificates with nominal principal distributions.
PO Certificates are entitled to receive distributions of principal on
Mortgage Loans and/or Mortgage Certificates but not to receive distributions of
interest thereon.
IO Certificates are entitled to receive distributions of interest on
Mortgage Loans and/or Mortgage Certificates, but not distributions of principal
thereon and will be denominated in Notional Balances. With respect to any IO
Certificate and any Distribution Date, the 'Notional Balance' is the amount
specified as such on such Certificate, reduced by distributions allocable to
principal on the corresponding Class or Classes of Certificates entitled to
distributions of principal, all as set forth in the related Prospectus
Supplement. The initial aggregate Notional Balance for a Class of IO
Certificates will be specified in the related Supplement. The Notional Balance
of each IO Certificate will be used to calculate the amount of interest to be
distributed on all IO Certificates of such Series and each holder's pro rata
share of the interest distributions on the Mortgage Loans and/or Mortgage
Certificates allocated to that Class and for the determination of certain other
rights of holders of such Class of IO Certificates and will not represent an
interest in, or entitle any such holder to any distribution with respect to, any
principal distributions on the Mortgage Loans and/or Mortgage Certificates. Each
such Certificate's pro rata share of the interest distributions on the Mortgage
Loans and/or Mortgage Certificates on each Distribution Date will be calculated
by multiplying the interest distributions on the Mortgage Loans and/or Mortgage
Certificates allocated to its Class by a fraction, the numerator of which is the
Notional Balance of such IO Certificate and the denominator of which is the
aggregate Notional Amount of the IO Certificates of its Class.
Sequential Pay Certificates. Distributions of principal will be made on the
classes of a Series of Sequential Pay Certificates or on certain Classes of such
Series in order of the latest date as of which the aggregate Certificate Balance
of the Certificates of such Class is expected to be fully amortized (the
'Scheduled Amortization Date') or in another order, such that no Class will
receive a principal distribution until classes having earlier Scheduled
Amortization Dates or prior designations have been fully amortized.
Prepayment Certificates. Prepayment Certificates are entitled to minimum
distributions of principal based on the assumption that the Mortgage Loans or
mortgage loans underlying Mortgage Certificates in the related Pool prepay at a
rate specified in the related Prospectus Supplement. Such distributions of
principal will commence on the Payment Date specified in the related Prospectus
Supplement.
Residual Certificates. A Series of REMIC Certificates will include a Class
of Residual Certificates representing the right to receive, in addition to any
other distributions to which they are entitled in accordance with their terms,
distributions of all of the Surplus (if any) with respect to each Distribution
Date. The 'Surplus' for a Series of REMIC Certificates as of any Distribution
Date equals the amount, if any, by which the sum of distributions, payments and
other amounts received exceeds the sum of (i) the amount required to be
distributed
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to Certificateholders on such Distribution Date and (ii) certain expenses, all
as more specifically described in the related Prospectus Supplement. In
addition, after the aggregate Certificate Balance of all Classes of Regular
Certificates has been fully amortized, the holders of the Residual Certificates
will be the sole owners of the related Pool and will have sole rights with
respect to the Mortgage Loans and/or Mortgage Certificates and other assets
remaining in such Pool. Some or all of the Residual Certificates of a Series may
be offered by this Prospectus and the related Prospectus Supplement; if so, the
terms of such Residual Certificates will be described herein and therein. Any
qualifications on direct or indirect ownership of Residual Certificates offered
hereby and by the related Prospectus Supplement, as well as restrictions on the
transfer of such Residual Certificates, will be set forth in the related
Prospectus Supplement. If such Residual Certificates are not so offered, the
Depositor may (but need not) sell some or all of such Residual Certificates on
or after the date of original issuance of such Series in transactions exempt
from registration under the Securities Act and otherwise under circumstances
that will not adversely affect the REMIC status of the Pool. If Residual
Certificates offered hereby and by the related Prospectus Supplement have a
Certificate Balance or a Pass-Through Rate, references herein with respect to
distributions on Certificates and Regular Certificates and related matters
should be deemed to include Residual Certificates, as appropriate.
Non-Accelerated Certificates. Non-Accelerated Certificates are entitled to
distributions of principal according to an amortization schedule established at
the time such Certificates are issued. The scheduled amortization rate of such
Certificates is intended to be slower than the amortization rate of the related
Mortgage Loans.
ADVANCES AND LIMITATIONS THEREON
Unless otherwise specified in the related Prospectus Supplement, the Master
Servicer will make an Advance each month for distribution to the
Certificateholders equal to the sum of the amount of delinquent Monthly Payments
due on the applicable Installment Due Date immediately preceding each such
Distribution Date, adjusted to the applicable Mortgage Pass-Through Rate less an
amount that the Master Servicer determines would not be recoverable from
Liquidation Proceeds or otherwise. Additionally, if otherwise specified in the
related Prospectus Supplement, the Trustee, on behalf of the Master Servicer,
may make such Advances. In making Advances, the Master Servicer is endeavoring
to maintain a regular flow of scheduled interest and principal payments to the
Certificateholders, rather than to guarantee or insure against losses.
Accordingly, any funds of the Master Servicer so advanced are recoverable
without interest by it out of amounts which represent late recoveries of
principal and/or interest respecting which any such Advance was made, or out of
related Liquidation Proceeds. If related Liquidation Proceeds are insufficient,
unreimbursed Advances ('Nonrecoverable Advances') may be recovered out of any
funds in the Certificate Account. In addition, Advances may be made by
withdrawals from funds on deposit in the Certificate Account. The Master
Servicer will make Advances whenever it determines that funds will ultimately be
available to reimburse it. If the Master Servicer makes an Advance on any
Distribution Date, it will be included with the distribution to the
Certificateholders on such Distribution Date. In the event the Trustee purchases
any foreclosed property and such property becomes part of the Trust Fund, the
Master Servicer will continue to make Advances on such property as if the
Mortgage Loan were still outstanding in the manner described above. At the time
the Trustee sells such property, the Master Servicer shall be reimbursed for all
such Advances in an amount not to exceed the sale price. (Section 4.3.)
ADJUSTMENT TO MASTER SERVICING FEES IN CONNECTION WITH PREPAYMENT INTEREST
SHORTFALL
When a Mortgagor prepays the entire Mortgage Loan between Installment Due
Dates for such Mortgage Loan, the Mortgagor pays interest on the amount prepaid
only to the date of prepayment. In addition, a partial prepayment may be applied
by the Master Servicer to reduce the principal balance of the related Mortgage
Loan as of a date prior to the receipt of such payment. Unless otherwise
specified in the related Prospectus Supplement, in order that Certificateholders
will not be adversely affected by a Prepayment Interest Shortfall, the Master
Servicer may forego all or a portion of the Master Servicing Fees so that the
distributions made to such Certificateholders on the Distribution Date in the
following month will include an amount equal to up to a full month's interest
payment, at the applicable Mortgage Pass-Through Rate, that would otherwise have
been included in such distribution with respect to any such Mortgage Loan
prepaid in full or in part. Any such payments by the Master Servicer of a
Prepayment Interest Shortfall may be covered only from and to the extent
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of the aggregate Master Servicing Fees attributable to payments being
distributed on the related Distribution Date. Any such prepayments together with
the full month's interest thereon at the applicable Mortgage Pass-Through Rate
will be paid to the Certificateholders on the Distribution Date in the month
following the month in which the last day of the related Prepayment Period
occurred. Except with respect to a First of the Month Mortgage Loan, in the
event a Mortgage Loan is prepaid in full in a given month on a date after the
scheduled due date of such Mortgage Loan in such month, the Master Servicer will
retain as an increase in the Master Servicing Fee the amount of the Mortgagor's
payments attributable to interest at the applicable Mortgage Pass-Through Rate
paid on the Mortgage Loan from the scheduled due date of such Mortgage Loan to
the date of prepayment. (Section 4.6.) See 'Prepayment and Yield Considerations'
herein.
EXAMPLE OF DISTRIBUTION
The following chart sets forth an example of the application of the
foregoing provisions to the first two months of the related Trust Fund's
existence, assuming the Certificates are issued in October 1998, relate to a
Pool consisting of Mortgage Loans and are paid on a monthly basis:
<TABLE>
<S> <C> <C>
October 1....................................... (A) Cut-off Date.
October 2 - October 31.......................... (B) The Master Servicer receives any Principal
Prepayments and interest thereon to date of
prepayment.
October 31...................................... (C) Record Date.
November 1 - November 20........................ (D) The Master Servicer receives scheduled payments
of principal and interest due on November 1.
November 20..................................... (E) Determination Date.
November 25..................................... (F) Distribution Date.
</TABLE>
Succeeding monthly periods follow the pattern of (B) through (F).
- ------------
(A) The initial unpaid principal balance of the Mortgage Loans in the Pool
would be the aggregate unpaid principal balances of the Mortgage Loans at
the close of business on October 1, after deducting principal payments due
on or before such dates. Those principal payments due on or before such
dates, and the related interest payments, would not be part of the Trust
Fund and would be turned over to the Depositor when received.
(B) Principal prepayments received during this period would be credited to the
Certificate Account for distribution to Certificateholders on the November
25 Distribution Date. When a Mortgage Loan is prepaid in full or
liquidated, interest on the amount prepaid or liquidated is collected only
from the last scheduled Installment Due Date through which interest has
been paid to the date of prepayment or liquidation. Unless otherwise
specified in the related Prospectus Supplement, to the extent funds are
available from the current Master Servicing Fees, and in order to minimize
the resulting Prepayment Interest Shortfall, the Master Servicer would make
an additional payment to Certificateholders with respect to any Mortgage
Loan that is prepaid by October 31 equal to the amount of the Prepayment
Interest Shortfall for such Mortgage Loan necessary to assure that on the
related Distribution Date the Pool Distribution would include with respect
to each such Mortgage Loan an amount equal to one month's interest at the
Mortgage Pass-Through Rate for such Mortgage Loan.
(C) Distributions in the month of November will be made to Certificateholders
of record at the close of business on this date.
(D) Scheduled monthly payments on the Mortgage Loans due on November 1 will be
deposited in the Certificate Account as received by the Master Servicer.
(E) As of the close of business on November 20 the Master Servicer will
determine the amounts of Advances, if any, and the amounts of principal and
interest which will be passed through to the Certificateholders. The Master
Servicer will be obligated to distribute those scheduled payments due on
November 1 which have been received on or before November 20, as well as
all principal prepayments received on Mortgage Loans between October 2 and
October 31 (with interest adjusted to the applicable Mortgage Pass-Through
Rate).
(footnotes continued on next page)
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(footnotes continued from previous page)
To the extent funds are available from the Administration Fees from
payments received during the period described in (D) above to cover any
shortfalls of interest with respect to principal prepayments in full,
unless otherwise specified in the related Prospectus Supplement, they will
be included in the distribution.
(F) Unless otherwise so specified in the related Prospectus Supplement, the
Master Servicer will make distributions to Certificateholders on the 25th
day of each month, or if such 25th day is not a Business Day, on the
succeeding Business Day.
REGISTRATION OF CERTIFICATES
Certificateholders may hold their Certificates through DTC (in the United
States) or CEDEL or Euroclear (in Europe) if they are participants of such
systems, or indirectly through organizations which are participants in such
systems.
The Certificates will initially be registered in the name of CEDE & Co.,
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 will act as depositary for CEDEL and Morgan
will act as depositary for Euroclear (in such capacities, individually the
'Depositary' and collectively the 'Depositaries').
Transfers between DTC Participants (as defined below) 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 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 its 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 (European time). The relevant
European international clearing system will, if the transaction meets its
settlement requirements, deliver instructions to its 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 Depositaries.
Because of time-zone differences, credits of securities received in CEDEL
or Euroclear as a result of a transaction with a DTC 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 in CEDEL or
Euroclear as a result of sales of securities by or through a CEDEL Participant
or Euroclear Participant 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. For
information with respect to tax documentation procedures relating to the
Certificates, see 'Certain Federal Income Tax Consequences -- Qualification as a
REMIC -- Reporting and Other Administrative Matters,' ' -- Foreign Investors'
and ' -- Investment in Certificates Not Representing Interests in a
REMIC -- Reporting' and ' -- Foreign Investors' and 'Global Clearance,
Settlement and Tax Documentation Procedures' herein.
Certificateholders who are not DTC Participants but desire to purchase,
sell or otherwise transfer ownership of Certificates may do so only through DTC
Participants or indirect participants (unless and until Replacement
Certificates, as defined below, are issued). In addition, Certificateholders
will receive all distributions of principal of, and interest on, the
Certificates from the Trustee through DTC and DTC Participants.
Certificateholders will not receive or be entitled to receive certificates
representing their respective interests in the Certificates, except under the
limited circumstances described below.
Unless and until Replacement Certificates are issued, it is anticipated
that the only 'Certificateholder' of the Certificates will be CEDE & Co., as
nominee of DTC. Certificateholders will not be Certificateholders as
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that term is used in the Agreement. Certificate Owners are only permitted to
exercise the rights of Certificateholders indirectly through DTC Participants
and DTC.
While the Certificates are outstanding (except under the circumstances
described below), under the rules, regulations and procedures creating and
affecting DTC and its operations (the 'Rules'), DTC is required to make
book-entry transfers among DTC Participants on whose behalf it acts with respect
to the Certificates and is required to receive and transmit distributions of
principal of, and interest on, the Certificates. DTC Participants and indirect
participants with whom Certificate Owners have accounts with respect to
Certificates are similarly required to make book-entry transfers and receive and
transmit such distributions on behalf of their respective Certificate Owners.
Accordingly, although Certificate Owners will not possess certificates, the
Rules provide a mechanism by which Certificate Owners will receive distributions
and will be able to transfer their interests.
Unless and until Replacement Certificates are issued, Certificate Owners
who are not DTC Participants may transfer ownership of Certificates only through
DTC Participants and indirect participants by instructing such DTC Participants
and indirect participants to transfer Certificates, by book-entry transfer,
through DTC for the account of the purchasers of such Certificates, which
account is maintained with their respective DTC Participants. Under the Rules
and in accordance with DTC's normal procedures, transfers of ownership of
Certificates will be executed through DTC and the accounts of the respective DTC
Participants at DTC will be debited and credited. Similarly, the DTC
Participants and indirect participants will make debits or credits, as the case
may be, on their records on behalf of the selling and purchasing Certificate
Owners.
DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a 'clearing
corporation' within the meaning of the New York Uniform Commercial Code, and a
'clearing agency' registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC accepts securities for deposit from its participating
organizations ('DTC Participants') and facilitates the clearance and settlement
of securities transactions between DTC Participants in such securities through
electronic book-entry changes in accounts of DTC Participants, thereby
eliminating the need for physical movement of certificates. DTC Participants
include securities brokers and dealers, banks and trust companies and clearing
corporations and may include certain other organizations. Indirect access to the
DTC system is also available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a DTC
Participant, either directly or indirectly ('indirect participants').
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 participants of
Euroclear ('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 now 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 (including central banks), securities brokers and
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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 a 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 fungible 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 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 its Depositary. Such distributions will be subject to tax
reporting in accordance with relevant United States tax laws and regulations.
See 'Certain Income Tax Consequences.' CEDEL or the Euroclear Operator, as the
case may be, will take any other action permitted to be taken by a
Certificateholder on behalf of a CEDEL Participant or Euroclear Participant only
in accordance with its relevant rules and procedures and subject to its
Depositary's ability to effect such actions on its behalf through DTC.
Certificates will be issued in registered form to Certificate Owners, or
their nominees, rather than to DTC (such Certificates being referred to herein
as 'Replacement Certificates'), only if (i) DTC or the Depositor advises the
Trustee in writing that DTC is no longer willing or able to discharge properly
its responsibilities as nominee and depository with respect to the Certificates
and the Depositor or the Trustee is unable to locate a qualified successor, or
(ii) the Depositor, at its sole option and with the consent of the Trustee,
elects to terminate the book-entry system through DTC. Upon issuance of
Replacement Certificates to Certificate Owners, such Certificates will be
transferable directly (and not exclusively on a book-entry basis) and registered
Certificateholders will deal directly with the Trustee with respect to
transfers, notices and distributions.
DTC has advised the Depositor and the Trustee that, unless and until
Replacement Certificates are issued, DTC will take any action permitted to be
taken by a Certificateholder only at the direction of one or more DTC
Participants to whose DTC accounts the Certificates are credited. DTC may take
actions, at the direction of the related DTC Participants, with respect to some
Certificates which conflict with actions taken with respect to other
Certificates.
Because DTC can only act on behalf of DTC Participants, who in turn act on
behalf of indirect participants and certain banks, the ability of holders of
beneficial interests in the Certificates to pledge such Certificates to persons
or entities that do not participate in the DTC system, or otherwise take actions
in respect of such Certificates, may be limited due to the lack of a definitive
certificate for such Certificates.
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.
GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
Except in certain limited circumstances, globally offered Certificates (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, CEDEL or
Euroclear. The Global Securities will be tradeable as home market instruments in
both the European and United States domestic markets. Initial settlement and all
secondary trades will settle in same-day funds.
Secondary market trading between investors holding Global Securities
through CEDEL 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).
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Secondary market trading between investors holding Global Securities
through DTC will be conducted according to the rules and procedures applicable
to United States corporate debt obligations.
Secondary cross-market trading between CEDEL or Euroclear and DTC
Participants holding Certificates will be effected on a delivery-against-payment
basis through the respective Depositaries of CEDEL and Euroclear (in such
capacity) and as Participants.
Non-United States holders (as described below) of Global Securities will be
subject to United States withholding taxes unless such holders meet certain
requirements and deliver appropriate United States 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 & Co. 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, CEDEL 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 applicable to United States corporate debt obligations.
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 CEDEL or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary global security
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.
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 using the procedures applicable to United States
corporate debt obligations issued in same-day funds.
Trading between CEDEL and/or Euroclear Participants. Secondary market
trading between CEDEL Participants or Euroclear Participants will be settled
using the procedures applicable to conventional eurobonds in same-day funds.
Trading between DTC seller and CEDEL or Euroclear purchaser. When Global
Securities are to be transferred from the account of a DTC Participant to the
account of a CEDEL Participant or a Euroclear Participant, the purchaser will
send instructions to CEDEL or Euroclear through a CEDEL Participant or Euroclear
Participant at least one Business Day prior to settlement. CEDEL 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 (i) the actual number of days in
such accrual period and a year assumed to consist of 360 days. 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 CEDEL 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 CEDEL or Euroclear cash debt
will be valued instead as of the actual settlement date.
CEDEL 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
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settlement occurring within CEDEL or Euroclear. Under this approach, they may
take on credit exposure to CEDEL or Euroclear until the Global Securities are
credited to their accounts one day later.
As an alternative, if CEDEL or Euroclear has extended a line of credit to
them, CEDEL Participants or Euroclear Participants can elect not to preposition
funds and allow that credit line to be drawn upon the finance settlement. Under
this procedure, CEDEL 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 CEDEL 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 Depositary for the benefit of CEDEL Participants or Euroclear
Participants. The sale proceeds will be available to the DTC seller on the
settlement date. Thus, to the DTC Participant a cross-market transaction will
settle no differently than a trade between two DTC Participants.
Trading between CEDEL or Euroclear seller and DTC purchaser. Due to time
zone differences in their favor, CEDEL 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 CEDEL or Euroclear through a CEDEL Participant or Euroclear Participant at
least one Business Day prior to settlement. In these cases, CEDEL 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
coupon payment to and excluding the settlement date on the basis of (i) the
actual number of days in such accrual period and a year assumed to consist of
360 days. 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 CEDEL Participant or
Euroclear Participant the following day, and receipt of the cash proceeds in the
CEDEL 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 CEDEL 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 CEDEL Participant's or Euroclear Participant's account
would instead be valued as of the actual settlement date.
Finally, day traders that use CEDEL or Euroclear and that purchase Global
Securities from DTC Participants for delivery to CEDEL Participants or Euroclear
Participants should note that these trades would automatically 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 CEDEL or Euroclear for one day (until the
purchase side of the day trade is reflected in their CEDEL or Euroclear
accounts) in accordance with the clearing system's customary procedures;
(b) borrowing the Global Securities in the United States from a DTC
Participant no later than one day prior to settlement, which would give the
Global Securities sufficient time to be reflected in their CEDEL 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 Participant is at
least one day prior to the value date for the sale to the CEDEL Participant
or Euroclear Participant.
Certain U.S. Federal Income Tax Documentation Requirements
A beneficial owner of Global Securities holding securities through CEDEL or
Euroclear (or through DTC if the holder has an address outside the United
States) will be subject to the 30% United States withholding tax that generally
applies to payments of interest (including original issue discount) on
registered debt issued by United States persons, unless (i) each clearing
system, bank or other financial institution that holds customers'
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securities in the ordinary course of its trade or business in the chain of
intermediaries between such beneficial owner and the United States entity
required to withhold tax complies with applicable certification requirements and
(ii) such beneficial owner takes one of the following steps to obtain an
exemption or reduced tax rate:
Exemption for non-United States Persons (Form W-8). Beneficial owners
of Global Securities that are non-United States persons can obtain a
complete exemption from the withholding tax by filing a signed Form W-8
(Certificate of Foreign Status). If the information shown on Form W-8
changes, a new Form W-8 must be filed within 30 days of such change.
Exemption for non-United States Persons with effectively connected
income (Form 4224). A non-United States person, including a non-United
States corporation or bank with a United States 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 4224 (Exemption from Withholding of Tax on Income
Effectively Connected with the Conduct of a Trade or Business in the United
States).
Exemption or reduced rate for non-United States Persons resident in
treaty countries (Form 1001). Non-United States persons that are
Certificate Owners 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 1001 (Ownership, Exemption or Reduced Rate
Certificate). If the treaty provides only for a reduced rate, withholding
tax will be imposed at that rate unless the filer alternatively files Form
W-8. Form 1001 may be filed by the Certificate Owners or their agent.
Exemption for United States Persons (Form W-9). United States persons
can obtain a complete exemption from the withholding tax by filing Form W-9
(Payer's Request for Taxpayer Identification Number and Certification).
United States Federal Income Tax Reporting Procedure. The Certificate
Owners of a Global Security or, in the case of a Form 1001 or a Form 4224
filer, his agent, file by submitting the appropriate form to the person
through whom it holds (the clearing agent, in the case of persons holding
directly on the books of the clearing agency). Form W-8 and Form 1001 are
effective for three calendar years and Form 4224 is effective for one
calendar year.
This summary does not deal with all aspects of United States Federal income
tax withholding that may be relevant to foreign holders of the Global
Securities. Investors are advised to consult their own tax advisors for specific
tax advice concerning their holding and disposing of the Global Securities.
REPORTS TO CERTIFICATEHOLDERS
Unless otherwise specified in the related Prospectus Supplement, the Master
Servicer will cause the Trustee to forward with each distribution to each
Certificateholder of record a statement setting forth the following information
as to each Class of Certificates to the extent applicable:
(a) the amount, if any, of such distribution allocable to principal on
the Mortgage Loans and Mortgage Certificates, separately identifying the
aggregate amount of any Principal Prepayments included therein;
(b) the amount of such distribution allocable to interest on the
Mortgage Loans and Mortgage Certificates;
(c) the amount of Deferred Interest, if any, added to the aggregate
Principal Balance of the Mortgage Loans and Mortgage Certificates during
such month;
(d) the aggregate amount, by Class, of any Advances included in the
amounts actually distributed;
(e) the aggregate Principal Balance of the Mortgage Loans as of the
close of business on the last day of the Prepayment Period prior to the
immediately preceding Installment Due Date, after giving effect to payments
allocated to principal reported under clause (a) above and to amounts of
Deferred Interest, if any, added to principal under clause (c) above;
(f) the related amount of Administration Fees, as adjusted, pursuant
to the Agreement, 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 items;
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(g) the number and aggregate Principal Balances of Mortgage Loans
delinquent with respect to (a) one Monthly Payment, and (b) two or more
Monthly Payments, as of the close of business on the day prior to the
immediately preceding Installment Due Date;
(h) the book value of any real estate acquired through foreclosure or
grant of a deed in lieu of foreclosure in respect of any Mortgage Loan as
of the close of business on the day prior to the immediately preceding
Installment Due Date;
(i) the amount remaining in the Reserve Fund, if any, on the
Distribution Date after any withdrawal reported under clause (f) above;
(j) the weighted average Mortgage Pass-Through Rate as of the first
day of the month immediately preceding the month of the Distribution Date;
and
(k) all Advances recovered during the related Prepayment Period.
In addition, within a reasonable period of time after the end of each
calendar year, the Master Servicer will cause the Trustee to furnish a report to
each Certificateholder of record at any time during such calendar year (a) as to
the aggregate of amounts reported pursuant to clauses (a) through (k) above 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 the Master Servicer deems
necessary or desirable for Certificateholders to prepare their tax returns.
(Section 4.4.) Information in the monthly and annual reports provided to the
Certificateholders will not have been examined and reported upon by an
independent public accountant. However, the Master Servicer will provide to the
Trustee annually a report by independent public accountants with respect to the
Master Servicer's servicing of the Mortgage Loans. (Section 3.12.) See
' -- Evidence as to Compliance' below.
REPORTS TO THE TRUSTEE
No later than 25 days after each Distribution Date, the Master Servicer
will provide the Trustee with a report, certified by a Servicing Officer,
setting forth the status of the Certificate Account as of the close of business
on such Distribution Date, stating that all distributions required to be made by
the Master Servicer under the Agreement have been made (or if any required
distribution has not been made by the Master Servicer specifying the nature and
status thereof and showing, for the period covered by such statement, the
aggregate of deposits into and withdrawals from the Certificate Account for each
category of deposits and withdrawals specified in the Agreement). Such statement
shall also include information as to the aggregate unpaid Principal Balances of
all the Mortgage Loans and Mortgage Certificates as of the day prior to the
immediately preceding applicable Installment Due Date. Copies of such reports
may be obtained by Certificateholders upon request in writing from the Trustee
or from the Master Servicer that is identified in the related Prospectus
Supplement.
COLLECTION AND OTHER SERVICING PROCEDURES
The Master Servicer will make reasonable efforts to collect all payments
called for under the Mortgage Loans and any applicable credit enhancement
applicable thereto and will, consistent with the Agreement, follow such
collection procedures as it follows with respect to its own conventional one- to
four-unit residential first mortgage loans. Consistent with the above, the
Master Servicer may, in its discretion, (i) waive any assumption fee, late
payment charge or other charge in connection with a Mortgage Loan; and (ii)
arrange a schedule, running for no more than 180 days after the Installment Due
Date for payment of any installment on any Mortgage Note, for the liquidation of
delinquent items. (Section 3.2.) In servicing ARMs, the Master Servicer will on
occasion accommodate borrower inquiries regarding the notice of interest rate
adjustments by deferring the effective date of the adjustment and requesting the
borrower to agree to reduce the notice period provided in the related mortgage
note. The result of any deferrals of the effective date of rate adjustments to
Mortgage Loans included in a Pool, during periods of rising interest rates, may
be to reduce the yield to investors in Certificates evidencing interests in such
Pool.
In connection with any assumption or substitution, the Mortgage Interest
Rate will not be changed, but the Maximum Rate and Minimum Rate may be revised
as described above under 'Yield Considerations and Risks' if so specified in the
related Prospectus Supplement. (Section 3.6.)
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Certain of the Mortgage Loans may provide for payment by the Mortgagor to
the Master Servicer of amounts to be used for payment of taxes, assessments,
hazard insurance premiums or comparable items for the account of the Mortgagor.
Such amounts, if any, will not become part of the Trust Fund and
Certificateholders will possess no interest therein. The Master Servicer may
deal with these amounts in accordance with its normal servicing procedures.
(Section 3.2.)
Pursuant to each Agreement, the Master Servicer will be responsible for
servicing and administering the Mortgage Loans, but will be permitted to enter
into a Servicing Agreement with a Qualified Lender or another eligible
institution (the other party to such Servicing Agreement hereafter referred to
as a 'Servicer'), to perform all or part of such functions under its supervision
that it would otherwise be required to perform as described below.
The Master Servicer, or the Servicer, subject to general supervision of the
Master Servicer, will diligently perform all services and duties specified in
each Agreement, or Servicing Agreement, in the same manner as prudent mortgage
lending institutions would perform with respect to mortgages of the same type as
the Mortgage Loans in those jurisdictions where the related Mortgaged Properties
are located. The Master Servicer will monitor the performance of the Servicer
and will have the right to remove such Servicer at any time if it considers such
removal to be in the best interest of the related Certificateholders. The duties
to be performed by the Master Servicer, directly or through the Servicer, will
include collection and remittance of principal and interest payments, collection
of insurance claims and, if necessary, foreclosure. In the event a Servicing
Agreement shall be terminated by the Master Servicer the servicing function of
the Servicer thereunder shall be either transferred to a substitute servicer or
performed by the Master Servicer. The Master Servicer shall be entitled to
retain the portion of the Administration Fee paid to the Servicer under a
terminated Servicing Agreement in the event the Master Servicer shall elect to
perform such servicing functions itself.
The Master Servicer will be paid an Administration Fee for the performance
of its services and duties under each Agreement as specified in the related
Prospectus Supplement. Additionally, the Master Servicer or the Servicer may be
entitled to retain late charges, assumption fees and similar charges to the
extent collected from Mortgagors.
HAZARD INSURANCE
The Depositor and/or the Master Servicer will obtain for each Mortgage Loan
a hazard insurance policy providing for no less than the coverage of the
standard form of fire insurance policy with extended coverage in the applicable
state. The Master Servicer will cause to be maintained for each Mortgage Loan
such hazard insurance policy. Such coverage will be in an amount equal to the
lesser of the principal balance of the Mortgage Loan and the replacement cost of
the improvements securing such Mortgage Loan. As set forth above, 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 credited to the Certificate Account. In the event that the
Master Servicer maintains a blanket policy insuring against hazard losses on all
the Mortgage Loans, it shall 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 credit to the Certificate Account the amounts which would have been
credited thereto but for such clause. (Section 3.5.)
In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements on the property by fire,
lighting, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions particularized in each
policy. Although the policies relating to the Mortgage Loans will be
underwritten by different insurers and therefore do not contain identical terms
and conditions, the basic terms thereof are dictated by applicable law and most
such policies typically do not cover any physical damages resulting from the
following: war, revolution, governmental actions, flood and other water-related
causes, earth movement (including earthquakes, landslides and mud flows),
nuclear reactions, hurricanes, 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 any Mortgaged Property was located in a federally designated
special flood hazard area at the time of origination, the Master Servicer will
cause to be maintained a flood insurance policy on such Mortgaged Property up to
the maximum amount available or to the full amount of the related Mortgage Loan.
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The hazard insurance policies covering Mortgaged Properties typically will
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 improvements on the 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
shall not exceed the greater 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 residential properties have
appreciated in value over time, from time to 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 restore fully the damaged property. However,
until the Subordinated Amount is reduced to zero (and provided any applicable
special loss limitation described in the related Prospectus Supplement has not
been exceeded), Senior Certificateholders will not realize a loss by reason of
uninsured hazard losses or application of the requirement if there are
sufficient funds otherwise due the Subordinate Certificateholders or held in the
Reserve Fund, if any, to pay Senior Certificateholders the amount which they are
entitled to receive.
REALIZATION UPON DEFAULTED MORTGAGE LOANS
The Master Servicer will be obligated under the Agreement to follow such
practices and procedures as it deems necessary or advisable and as are normal
and usual in its general mortgage servicing activities to realize upon defaulted
Mortgage Loans. However, in the case of damage to a Mortgaged Property, the
Master Servicer is not required to expend its own funds in connection with
foreclosure or to restore any damaged property unless it reasonably determines
(i) that such foreclosure and/or restoration will increase the Liquidation
Proceeds to Certificateholders after reimbursement to the Master Servicer for
its expenses and (ii) that such expenses will be recoverable to it through
Liquidation Proceeds of the sale of the Mortgaged Property. In the event that
the Master Servicer has expended its own funds to restore damaged property, it
will be entitled to charge the Certificate Account, out of related Liquidation
Proceeds, an amount equal to expenses incurred by it. (Section 3.7.)
The Master Servicer may sell property securing a defaulted Mortgage Loan at
a trustee's sale or, in the event a deficiency judgment is available against the
Mortgagor or other person (see 'Certain Legal Aspects of the Mortgage
Loans -- Anti-Deficiency Legislation and Other Limitations on Lenders' herein
for a description of the limited availability of deficiency judgments),
foreclose against such property and proceed for the deficiency against the
appropriate person. It is anticipated that in most cases the Master Servicer
will not seek deficiency judgments against defaulting Mortgagors. The Depositor
and/or the Master Servicer will be entitled to elect to purchase defaulted
Mortgage Loans or Mortgage Loans as to which the related Mortgagor has tendered
a deed in lieu of foreclosure from the Trust Fund for a purchase price equal to
the Principal Balance plus accrued and unpaid interest thereon. In the event the
Master Servicer purchases such a Mortgage Loan, any gain realized in a
liquidation proceeding on such Mortgage Loan will not be paid to the Trust Fund.
If the Master Servicer does not purchase such a Mortgage Loan, any gain realized
in a liquidation proceeding on such Mortgage Loan will be paid to the Trust Fund
for distribution to the Certificateholders, less reasonable reimbursement to the
Master Servicer for its expenses. If the Trust Fund elects to be treated as a
REMIC, such gain would become an asset of the REMIC Residual Holders to the
extent such gain is not necessary to make payments due to the holders of regular
interests. Often, the holder of property acquired through foreclosure maximizes
recovery by providing financing to a new purchaser. The Trustee will not be
empowered to provide such financing and the Master Servicer may, but will not be
obligated to, do so. This may result in a Pool experiencing greater losses with
respect to defaulted Mortgage Loans than might otherwise be the case.
Until the Subordinated Amount is reduced to zero (and provided any
applicable special loss limitation has not been exceeded), if Liquidation
Proceeds are less than the sum of the Principal Balance of the defaulted
Mortgage Loan and the Master Servicer's expenses, Senior Certificateholders will
not realize a loss.
Except as otherwise specified in the related Prospectus Supplement, with
respect to any payment of interest received by the Master Servicer in respect to
a Mortgage Loan (whether paid by the Mortgagor or received as Liquidation
Proceeds, insurance proceeds or otherwise) which is less than the full amount of
interest then due with respect to the related Mortgage Loan, the Master Servicer
shall retain only its pro rata share of such interest payment. (Section 3.2.)
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With respect to a Series of Certificates for which a REMIC election (see
'Certain Federal Income Tax Consequences' herein) is made, if the Trustee
acquires ownership of any Mortgaged Property as a result of a default or
imminent default of any Mortgage Loan secured by such Mortgaged Property, the
Trustee will be required to dispose of such property within two years after the
date on which ownership of such property is acquired.
ADMINISTRATION FEES, COMPENSATION AND PAYMENT OF EXPENSES
Unless otherwise specified in the related Prospectus Supplement, the Master
Servicer is entitled to receive a Master Servicing Fee with respect to each
Mortgage Loan, which may be variable, as described in the Agreement. The Master
Servicer's aggregate Master Servicing Fee for any month may be subject to
adjustment as described above under 'Adjustment to Master Servicing Fees in
Connection with Prepayment Interest Shortfall.' The Master Servicer may either
retain the Master Servicing Fees to which it is entitled before making required
deposits to the Certificate Account or may withdraw them from the Certificate
Account.
Since the Master Servicing Fees are percentages of the then outstanding
Principal Balance of each Mortgage Loan each month, the Master Servicer's
aggregate compensation will decrease as the Mortgage Loans amortize. In addition
to such compensation, the Master Servicer will retain all assumption fees, late
payment charges and other charges, to the extent collected from Mortgagors.
The Master Servicer will pay certain expenses incurred in connection with
its servicing of the Mortgage Loans, including, without limitation, payment of
the fees and disbursements of the Trustee and independent accountants, and
payment of expenses incurred in connection with distributions and reports to
Certificateholders. (Section 3.9.)
The Master Servicer is entitled to reimbursement for certain expenses
incurred by it in connection with the liquidation of defaulted Mortgage Loans,
including under certain circumstances reimbursement of expenditures incurred by
it 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. The Master Servicer is also entitled to
reimbursement from the Certificate Account for Advances. (Sections 3.3 and 3.7.)
EVIDENCE AS TO COMPLIANCE
The Agreement will provide that on or before April 30 of each year,
beginning, with respect to a Series of Certificates, with the April 30 of the
year which begins not less than six months after the initial issuance of such
Series of Certificates, a firm of independent public accountants will furnish a
statement to the Trustee to the effect that such firm has examined certain
documents and records relating to the servicing of the Mortgage Loans of each
Series and that, either (a) on the basis of such examination conducted
substantially in compliance with the audit program for mortgages serviced for
FHLMC, such firm is of the opinion that such servicing has been conducted in
compliance with the manner of servicing set forth in the Agreement except for
(i) such exceptions as such firm believes to be immaterial and (ii) such other
exceptions as are set forth in such statement or (b) that their examination
conducted substantially in compliance with the uniform single audit program for
mortgage bankers disclosed no exceptions or errors in the records relating to
mortgage loans serviced for others that in their opinion are material and that
such program requires them to report. (Section 3.12.) The Agreement will also
provide for delivery to the Trustee of an annual statement signed by an officer
of each Master Servicer to the effect that such Master Servicer has fulfilled
its obligations under the Agreement throughout the preceding calendar year.
(Section 3.11.)
CERTAIN MATTERS REGARDING THE MASTER SERVICER
Unless otherwise specified in the applicable Prospectus Supplement, a
Master Servicer may not resign from its obligations and duties as Master
Servicer under the Agreement, except upon determination that its duties
thereunder are no longer permissible under applicable law or are in material
conflict by reason of applicable law with any other activities of a type and
nature presently carried on by it. No such resignation will become effective
until the Trustee or a successor Master Servicer has assumed such Master
Servicer's obligations and duties under the Agreement. (Section 6.4.) If a
Master Servicer resigns for any of the foregoing reasons, it is possible that
the Trustee would be unable or unwilling to assume responsibility for servicing
the Mortgage Loans under the Agreement and would therefore seek to appoint
another institution as mortgage servicer as
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described under 'Rights Upon Default' below. Such Master Servicer may, however,
arrange for its duties under the Agreement to be performed by a subservicer, or
the other Master Servicer, if any, so long as the Master Servicer remains
responsible for the performance of such duties.
The Agreement will also provide that neither the Master Servicer nor any
director, officer, employee or agent of the Master Servicer will be under any
liability to the Trust Fund or the 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 nor any such person will be protected against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties thereunder. The Agreement further provides that the
Master Servicer and any director, officer, employee or agent of any Master
Servicer is entitled to indemnification by the 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 incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties thereunder or by reason of
reckless disregard of obligations and duties thereunder. In addition, the
Agreement provides that the Master Servicer is not under any obligation to
appear in, prosecute or defend any legal action which is not incidental to its
servicing responsibilities under the Agreement and which in its opinion may
involve it in any expense or liability. Any Master Servicer may, however, in its
discretion, subject to the terms and conditions of the Agreement, undertake any
such action which it may deem necessary or desirable in respect of 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 such Master Servicer and the other Master
Servicer, if any, will be entitled to be reimbursed therefor and charge the
Certificate Account for such reimbursement, such right of reimbursement being
prior to the rights of Certificateholders to receive any amounts in the
Certificate Account. (Section 6.3.)
Any person into which a Master Servicer may be merged or consolidated, or
any person resulting from any merger, conversion or consolidation to which such
Master Servicer is a party, or any person succeeding to the business of such
Master Servicer will be such Master Servicer's successor under the Agreement.
(Section 6.2.)
BACK-UP MASTER SERVICER
If so specified in the related Prospectus Supplement, pursuant to the
Agreement relating to any Series, ABN AMRO Bank N.V. or another successor
back-up master servicer appointed pursuant to such Agreement will serve as
back-up master servicer (the 'Back-Up Master Servicer') and assume the duties of
the Master Servicer after a notice of termination of the Master Servicer or if
the Master Servicer fails to perform certain duties. The Back-Up Master Servicer
shall have no liability for any act of the Master Servicer prior to such
assumption.
SPECIAL SERVICING AGREEMENTS
The Pooling and Servicing Agreement may permit the Master Servicer to enter
into a special servicing agreement with an unaffiliated holder of subordinated
mortgage pass-through certificates. Pursuant to such an agreement, such holder
may instruct the Master Servicer and if applicable, any sub-Servicer, to
commence or delay foreclosure proceedings with respect to delinquent Mortgage
Loans. Such commencement or delay at such holder's direction will be taken by
the Master Servicer only after such holder deposits a specified amount of cash
with the Master Servicer. Such cash will be available for distribution to the
Certificateholders if proceeds resulting from a liquidation or foreclosure are
less than they otherwise may have been had the Master Servicer acted pursuant to
their normal servicing procedures.
EVENTS OF DEFAULT
Events of Default under the Agreement consist of (i) any failure by the
Master Servicer to distribute or cause to be distributed to Certificateholders
any required payment which continues unremedied for five days after the giving
of written notice of such failure to the Master Servicer by the Trustee, or to
the Master Servicer and the Trustee by Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than 25% of the
Trust Fund or 51% of the Percentage Interest of any Class of Certificates; (ii)
any
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failure by the Master Servicer duly to observe or perform in any material
respect any other of its covenants or agreements in the Agreement which
continues unremedied for 60 days after the giving of written notice of such
failure to the Master Servicer by the Trustee, or to the Master Servicer and the
Trustee by Certificateholders holding Certificates evidencing Fractional
Undivided Interests aggregating not less than 25% of the Trust Fund or 51% of
the Percentage Interest of any Class of Certificates; and (iii) certain decrees
or orders in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings and certain actions by the Master Servicer
indicating its insolvency, reorganization or inability to pay its obligations.
(Section 7.1.)
RIGHTS UPON DEFAULT
So long as an Event of Default remains unremedied, the Trustee or
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than 25% of the Trust Fund or 51% of the
Percentage Interest of any Class of Certificates may terminate all of the rights
and obligations of the Master Servicer under the Agreement, whereupon the
Trustee will succeed to all of the Master Servicer's responsibilities, duties
and liabilities under the Agreement and will be entitled to monthly servicing
compensation not to exceed the Administration Fees. In the event that the
Trustee is unwilling or unable to so act, it may select, pursuant to the public
bid or such other procedure described in the Agreement, or petition a court of
competent jurisdiction to appoint, a housing and home finance institution, bank
or mortgage servicing institution with a net worth of at least $15,000,000 to
act as successor to the Master Servicer under the Agreement. In the event such
public bid procedure is used, the successor Master Servicer would be entitled to
servicing compensation in such amounts, up to the servicing compensation
provided by Section 3.9 of the Agreement, as may be agreed by the Trustee, and
the Depositor, or if the Trust Fund elects REMIC status, the Residual
Certificateholder, would be entitled to receive the net profits, if any,
realized from the sale of such servicing rights and obligations under the
Agreement. (Sections 7.1 and 7.5.)
During the continuance of any Event of Default, the Trustee will have the
right to take action to enforce its rights and remedies and to protect and
enforce the rights and remedies of the Certificateholders. Certificateholders
holding Certificates evidencing Fractional Undivided Interests, aggregating not
less than 25% of the Trust Fund or 51% of the Percentage Interest of each Class
of Certificates, may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred upon the Trustee. However, the Trustee will not be under any
obligation to pursue any such remedy or to exercise any of such trusts or powers
unless such Certificateholders have offered the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred by
the Trustee therein or thereby. Also, the Trustee may decline to follow any such
direction if the Trustee determines that the action or proceeding so directed
may not lawfully be taken or would involve it in personal liability or be
unjustly prejudicial to the non-assenting Certificateholders. (Sections 7.2 and
7.3.)
No Certificateholder, solely by virtue of its status as a
Certificateholder, will have any right under the Agreement to institute any
proceeding with respect to the Agreement, unless such Certificateholder
previously has given to the Trustee written notice of default and unless
Certificateholders holding Certificates evidencing Percentage Interests
aggregating not less than 25% of each Class of Certificates 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 thereafter has neglected or refused to institute any such
proceeding. (Section 10.3.)
AMENDMENT
The 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
inconsistent with any other provision therein; (iii) to permit the trust to be
subject to the REMIC Provisions under the Code; or (iv) to make any other
provisions with respect to matters or questions arising under the Agreement
which are not inconsistent with the provisions of the Agreement, provided that
such action will not adversely affect in any material respect the interests of
any Certificateholder. The Agreement may also be amended by the Depositor, the
Master Servicer and the Trustee with the consent of Certificateholders holding
Certificates evidencing Percentage Interests aggregating not less than 50% of
the Trust Fund 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 Certificateholders; provided, however,
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that no such amendment may (a) reduce in any manner the amount of, or delay the
timing of, payments received on Mortgage Loans which are required to be
distributed on any Certificate without the consent of such Certificateholders;
(b) adversely affect in any material respect the interest of Certificateholders
holding Senior Certificates in a manner other than as described in clause (a)
above without the consent of Certificateholders holding Senior Certificates
aggregating not less than 66 2/3% of the aggregate Percentage Interest evidenced
by all Senior Certificates; (c) adversely affect in any material respect the
interest of Certificateholders holding Subordinate Certificates in a manner
other than as described in clause (a) above without the consent of
Certificateholders holding Subordinate Certificates aggregating not less than
66 2/3% of the aggregate Percentage Interest evidenced by all Subordinate
Certificates; or (d) reduce the aforesaid percentages of Certificates the
Certificateholders of which are required to consent to any such amendment
without the consent of all the Certificateholders of the Class or Classes
affected then outstanding. (Section 10.1.) For purposes of giving any such
consent (other than a consent to an action which would adversely affect in any
material respect the interests of the Subordinate Certificateholders while the
Depositor or the Master Servicer or any affiliate is a Subordinate
Certificateholder holding Certificates aggregating not less than 66 2/3% of the
Fractional Undivided Interests evidenced by all of the Subordinate
Certificateholders), any Certificates registered in the name of the Master
Servicer or any of its affiliates shall be deemed not to be outstanding.
(Article I.)
TERMINATION
The obligations created by the Agreement will terminate upon the payment to
Certificateholders of all amounts held by the Master Servicer and required to be
paid to them pursuant to the Agreement after the earlier of (i) the final
payment or other liquidation (or any Advance made with respect thereto) of the
last Mortgage Asset subject thereto and the disposition of all property acquired
upon foreclosure or deed in lieu of foreclosure of any Mortgage Asset, or (ii)
if the applicable Prospectus Supplement so provides, the repurchase by the
Depositor, the Master Servicer or the Residual Holder, if any, from the Trustee
of all Mortgage Assets at the time subject to the Agreement and all property
acquired in respect of any Mortgage Asset. Unless otherwise specified in the
applicable Prospectus Supplement any repurchase pursuant to clause (ii) above
will be at a price equal to the sum of (a) the principal balance of each
Mortgage Loan or Mortgage Certificate plus accrued interest thereon at the
Mortgage Pass-Through Rate or Mortgage Certificate interest rate, as applicable,
to the next Installment Due Date, less any unreimbursed Advances made with
respect to any such Mortgage Asset and (b) the fair market value of all acquired
property in respect of any Mortgage Assets, less any unreimbursed Advances made
with respect to any such Mortgage Loans. The exercise of such repurchase right
will effect early retirement of the Certificates, but the Depositor's, the
Master Servicer's or the Residual Holder's right to so purchase will be subject
to the aggregate principal balance of the Mortgage Assets at the time of
repurchase being less than the percentage of the aggregate principal balance of
the Mortgage Assets as of the Cut-off Date as will be specified in the
applicable Prospectus Supplement. In no event, however, will the trust created
by the Agreement continue beyond the expiration of 60 years from the date of
execution and delivery of the Agreement. The Master Servicer will give written
notice of termination of the Agreement to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of non book-entry
Certificates at an office or agency of the Master Servicer specified in the
notice of termination. (Section 9.1.)
CREDIT ENHANCEMENTS
GENERAL
For any Series, credit enhancement may be provided with respect to one or
more Classes thereof or the related Mortgage Assets. Credit enhancement may be
in the form of the establishment of one or more reserve funds, subordination of
one or more Classes of the Certificates of such Series, letters of credit, use
of a bankruptcy bond, repurchase bond or special hazard insurance policy,
certificate guarantee insurance policy, the use of cross-support features or
another method of credit enhancement described in the related Prospectus
Supplement, or combination of the foregoing, in any case, in such amounts and
having such terms and conditions as are acceptable to each Rating Agency which
assigns a rating to the Certificates of the Related Series.
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To the extent any of the forms of credit enhancement described above and
further described below or other forms of credit enhancement are obtained for a
Series of Certificates, or deposits made in lieu thereof, a description of such
credit enhancement will be more fully set forth in the related Prospectus
Supplement.
SUBORDINATION
Unless otherwise specified in the related Prospectus Supplement, each
Series of Certificates will include Subordinate Certificates. The rights of the
Subordinate Certificateholders to receive distributions with respect to the
Mortgage Loans are subordinate to such rights of the Senior Certificateholders
to the extent of the then Subordinated Amount, as described below, or as
otherwise described in the applicable Prospectus Supplement. The Subordinated
Amount (before giving effect to Aggregate Losses described below) will be
determined in accordance with a schedule described in the applicable Prospectus
Supplement. The Subordinated Amount, as so determined at any time, will be
reduced by an amount equal to Aggregate Losses. Aggregate Losses will be defined
in the Agreement as generally including the aggregate amount of delinquencies,
losses and other deficiencies (other than any deficiency consisting of interest
on any unpaid amounts due the Senior Certificateholders) in the amounts due the
Senior Certificateholders previously borne by the Subordinated
Certificateholders, whether by way of withdrawal from the Reserve Fund, if any,
described below, reduction in amounts otherwise available to the Subordinate
Certificateholders or otherwise (as adjusted for the aggregate amounts of such
delinquencies, losses and other deficiencies previously recovered on the
Mortgage Loans).
SHIFTING INTEREST CREDIT ENHANCEMENT
The protection afforded to the Senior Certificateholders of a Series of
Certificates by the subordination feature described above under 'Subordination'
will be effected by the preferential right of the Senior Certificateholders to
receive current distributions from the Pool and, if so specified in the related
Prospectus Supplement, such subordination feature will be enhanced by
distributing to one or more Classes of Senior Certificates on certain
Distribution Dates, as payments of principal, certain Principal Prepayments in
the related Pool under the circumstances and for the period of time set forth
therein ('Shifting Interest Credit Enhancement'). Shifting Interest Credit
Enhancement will have the effect of accelerating the amortization of the Senior
Certificates while increasing the respective interest evidenced by the
Subordinated Certificates in the related Trust Fund. Increasing the respective
interest of the Subordinate Certificates relative to that of the Senior
Certificates is intended to preserve the availability of the subordination
provided by the Subordinate Certificates.
OVERCOLLATERALIZATION
If so specified in the related Prospectus Supplement, interest collections
on the Mortgage Loans may exceed interest payments on the Certificates for the
related Payment Date. Such amounts may be deposited into the Reserve Fund or
applied as a payment of principal on the Certificates. To the extent such
amounts are applied as principal payments on the Certificates, the effect will
be to reduce the principal balance of the Certificates relative to the
outstanding balance of the Mortgage Loans, thereby creating
'Overcollateralization' and additional protection to the Certificateholders, as
specified in the related Prospectus Supplement.
RESERVE FUND
In addition to the preferential right of the Senior Certificateholders to
receive current distributions from the Pool (to the extent of the then
Subordinated Amount), to the extent described in the related Prospectus
Supplement the Master Servicer may establish and maintain with the Trustee a
reserve fund (the 'Reserve Fund'). The related Prospectus Supplement will state
whether or not the Reserve Fund, if any, will be part of the Trust Fund. Unless
otherwise specified in the related Prospectus Supplement, the Depositor will
make an initial cash deposit (the 'Initial Deposit') to the Reserve Fund, if
any, equal to the amount specified in the related Prospectus Supplement and
following the initial issuance of the Certificates and until the balance of such
Reserve Fund equals the sum of (i) the Initial Deposit, if any, and (ii) an
amount specified in the applicable Prospectus Supplement (the 'Specified Reserve
Fund Balance'), the Trustee or the applicable Paying Agent will withhold
distributions of principal and interest otherwise available to the Subordinate
Certificateholders and deposit such amounts in such Reserve Fund, unless
otherwise described in the Prospectus Supplement. After the Specified Reserve
Fund Balance is attained, the Trustee or the applicable Paying Agent will
withhold
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distributions of principal only from the Subordinate Certificateholders and
deposit such amounts in the Reserve Fund, if any, as necessary to maintain the
Specified Reserve Fund Balance applicable at the time, unless otherwise
described in the Prospectus Supplement. Amounts in the Reserve Fund, if any,
will be transferred to the Certificate Account for distribution to Senior
Certificateholders to the extent required to make full distributions to such
holders on a particular Distribution Date. The related Prospectus Supplement
will set forth when and to what extent the Specified Reserve Fund Balance may be
reduced. Unless otherwise specified in the Prospectus Supplement, if the
Subordinated Amount is reduced to zero, under certain circumstances, an amount
equal to the sum of (i) the Initial Deposit and (ii) the funds remaining in any
Reserve Fund at the time the Subordinated Amount is reduced to zero will be
distributed to the Holders of the Subordinate Certificates.
LETTER OF CREDIT
Credit enhancement with respect to a Series of Certificates may be provided
by the issuance of a letter of credit by a bank or financial institution
specified in the related Prospectus Supplement (the 'L/C Bank'). The maximum
obligation of the L/C Bank under the letter of credit will be to honor requests
for payment thereunder in an aggregate fixed dollar amount, net of unreimbursed
payments thereunder, equal to the percentage set forth in the related Prospectus
Supplement of the aggregate principal balance on the related Cut-off Date of the
Mortgage Loans evidenced by each Series. The duration of coverage and the amount
and frequency of any reduction in coverage provided by the letter of credit with
respect to a Series of Certificates will be in compliance with the requirements
established by the Rating Agency rating such Series, and will be set forth in
the Prospectus Supplement relating to such Series of Certificates.
SURETY BOND
If so specified in the related Prospectus Supplement with respect to a
Series of Certificates, credit enhancement may be provided in the form of a
surety bond issued by an insurer named therein.
SPECIAL HAZARD INSURANCE POLICY
If so specified in the Prospectus Supplement with respect to a Series of
Certificates, the Depositor or the Master Servicer will obtain a special hazard
insurance policy (the 'Special Hazard Insurance Policy') for such Series, issued
by the insurer specified in such Prospectus Supplement (the 'Special Hazard
Insurer') and covering any special hazard amount ('Special Hazard Amount'). The
Master Servicer will in that event exercise its best reasonable efforts to keep
or cause to be kept a Special Hazard Insurance Policy in full force and effect,
unless coverage thereunder has been exhausted through payment of claims. The
Master Servicer will pay the premiums on each Special Hazard Insurance Policy on
a timely basis. Claims under such Special Hazard Insurance Policy will generally
be limited to a percentage set forth in the Prospectus Supplement (expected to
be not greater than 1%) of the aggregate principal balance as of the Cut-off
Date of the Mortgage Loans comprising the related Pool. The terms of any Special
Hazard Insurance Policy will be more fully described in the applicable
Prospectus Supplement.
BANKRUPTCY BOND
If so specified in the Prospectus Supplement with respect to a Series of
Certificates, the Depositor or the Master Servicer will obtain a bankruptcy bond
(the 'Bankruptcy Bond') for such Series. The obligor on, and the amount of the
coverage of, any such Bankruptcy Bond will be set forth in the applicable
Prospectus Supplement. The Master Servicer will exercise its best reasonable
efforts to maintain and keep or cause to be maintained and kept the Bankruptcy
Bond in full force and effect, unless coverage thereunder has been exhausted
through payment of claims. The Master Servicer will pay or cause to be paid the
premiums for each Bankruptcy Bond on a timely basis. Each Bankruptcy Bond will
cover certain losses resulting from an extension of the maturity of a Mortgage
Loan, or a reduction by the bankruptcy court of the principal balance of or the
Mortgage Rate on a Mortgage Loan, and the unpaid interest on the amount of a
principal reduction during the pendency of a proceeding under the federal
Bankruptcy Code. See 'Certain Legal Aspects of the Mortgage Loans.'
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CROSS-SUPPORT FEATURES
If the Mortgage Assets for a Series are divided into separate Asset Groups,
the beneficial ownership of which is evidenced by a separate Class or Classes of
a Series, credit enhancement may be provided by a cross-support feature which
requires that distributions be made on Senior Certificates evidencing the
beneficial ownership of one Asset Group prior to distributions to Subordinate
Certificates evidencing beneficial ownership in another Asset Group within the
Trust Fund. The related Prospectus Supplement for a Series which includes a
cross-support feature will describe the manner and conditions for applying such
cross-support feature.
OTHER ARRANGEMENTS FOR CREDIT ENHANCEMENTS
Certain other arrangements for credit enhancement (including but not
limited to a letter of credit, limited guaranty, surety bond, insurance contract
or reserve fund) may be applicable to a Series of Certificates, to the Mortgage
Loans and/or Mortgage Certificates included in the related Pool and/or to the
mortgage loans underlying such Mortgage Certificates, as described in the
related Prospectus Supplement. In addition, unless otherwise provided in the
related Prospectus Supplement for a Series, at any time a surety bond, letter of
credit or other form of credit enhancement may be substituted for the credit
support arrangement in effect initially for such Series (or any substitute
therefor) to the extent permitted by the rating agencies rating such Series of
Certificates, without resulting in a downgrading of the current rating of the
Certificates of such Series.
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CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS
The following discussion contains summaries of legal aspects of mortgage
loans which are general in nature. Because such legal aspects are governed by
applicable state law (which laws may differ substantially), the summaries do not
purport to be complete nor to reflect the laws of any particular state, nor to
encompass the laws of all states in which the security for the Mortgage Loans or
the mortgage loans underlying the Mortgage Certificates is situated. The
summaries are qualified in their entirety by reference to the applicable federal
and state laws governing the Mortgage Loans and the mortgage loans underlying
the Mortgage Certificates.
GENERAL
The Mortgage Loans and the mortgage loans underlying the Mortgage
Certificates (other than Co-op Loans) will be secured by either deeds of trust
or mortgages, depending upon the prevailing practice in the state in which the
underlying property is located. A mortgage creates a lien upon the real property
described in the mortgage. Under a deed of trust, the borrower grants the
property, irrevocably until the debt is paid, in trust, generally with a power
of sale, to the trustee to secure payment of the loan. The trustee's authority
under a deed of trust and the mortgagee's authority under a mortgage are
governed by the express provisions of the deed of trust or mortgage, applicable
law, and, in some cases, with respect to the deed of trust, the directions of
the beneficiary. There are two parties to a mortgage: the mortgagor, who is the
borrower and homeowner; and the mortgagee, who is the lender. In a mortgage
state instrument, the mortgagor delivers to the mortgagee a note or bond
evidencing the loan and the mortgage. Although a deed of trust is similar to a
mortgage, a deed of trust has three parties; the borrower-homeowner called the
trustor (similar to a mortgagor), a lender called the beneficiary (similar to a
mortgagee), and a third-party grantee called the trustee. The lien created by
the mortgage or deed of trust is not prior to the lien for real estate taxes and
assessments and other charges imposed under governmental police powers. Priority
between mortgages or deeds of trust depends on their terms or the terms of
separate subordination or inter-creditor agreements, the knowledge of the
parties in some cases and generally on the order of recordation of the mortgage
in the appropriate recording office.
FORECLOSURE
Foreclosure of a deed of trust is generally accomplished by a non-judicial
trustee's sale under a specific provision in the deed of trust that authorizes
the trustee to sell the property to a third party upon any default by the
borrower under the terms of the note or deed of trust. In certain states, such
foreclosure also may be accomplished by judicial action in the manner provided
for foreclosure of mortgages. In some states, the trustee must record a notice
of default and send a copy to the borrower-trustor and to any person who has
recorded a request for a copy of a notice of default and notice of sale. In
addition, the trustee must provide notice in some states to any other individual
having an interest of record in the real property, including any junior
lienholders. If the deed of trust is not reinstated within any applicable cure
period, a notice of sale must be posted in a public place and, in most states,
published for a specified period of time in one or more newspapers. In addition,
some state laws require that a copy of the notice of sale be posted on the
property and sent to all parties having an interest of record in the property.
In some states, the borrower-trustor has the right to reinstate the loan at
any time following default until shortly before the trustee's sale. In general,
the borrower, or any other person having a junior encumbrance on the real
estate, may, during a reinstatement period, cure the default by paying the
entire amount in arrears plus the costs and expenses incurred in enforcing the
obligation. Certain state laws control the amount of foreclosure expenses and
costs, including attorneys' fees, which may be recovered by a lender.
Foreclosure of a mortgage is generally accomplished by judicial action.
Generally, the action is initiated by the service of legal pleadings upon all
parties having an interest of record in the real property. Delays in completion
of the foreclosure occasionally may result from difficulties in locating
necessary parties defendant. When the mortgagee's right 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 may issue a judgment of foreclosure and appoint a receiver or other
officer to conduct the sale of the property. In some states, mortgages
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may also be foreclosed by advertisement, pursuant to a power of sale provided in
the mortgage. Foreclosure of a mortgage by advertisement is essentially similar
to foreclosure of a deed of trust by non-judicial power of sale.
In case of foreclosure under either a deed of trust or a mortgage, the sale
by the receiver or other designated officer, or by the trustee, is a public
sale. However, because of the difficulty a potential buyer at the sale would
have in determining the exact status of title and because the physical condition
of the property may have deteriorated during the foreclosure proceedings, it is
uncommon for a third party to purchase the property at the foreclosure sale.
Rather, it is common for the lender to purchase the property from the trustee or
receiver for an amount equal to the unpaid principal amount of the note, accrued
and unpaid interest and the expenses of foreclosure. Thereafter, subject to the
right of the borrower in some states to remain in possession during the
redemption period, the lender will assume the burdens of ownership, including
maintaining hazard insurance and making such repairs at its own expense as are
necessary to render the property suitable for sale. The lender commonly will
obtain the services of a real estate broker and pay the broker a commission in
connection with the sale of the property. Depending upon market conditions, the
ultimate proceeds of the sale of the property may not equal the lender's
investment in the property. Any loss may be reduced by the receipt of mortgage
insurance proceeds. Courts have applied equitable principles to a lender's
utilization of the foreclosure process in order to avert a mortgagor's loss of
his residence for technical or trivial defaults. Some courts have been faced
with the issue of whether the particular foreclosure statutes in their states
meet federal or state constitutional requirements for fair and adequate notice.
In most instances, such courts have upheld such notice provisions as being
reasonable or as not involving sufficient state action to invoke such
constitutional provisions.
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 sale following
judicial foreclosure, and not to sale 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 maintain the property and pay the expenses of ownership until the
redemption period has run.
ANTI-DEFICIENCY LEGISLATION AND OTHER LIMITATIONS ON LENDERS
Certain states have imposed statutory restrictions that limit the remedies
of a beneficiary under a deed of trust or a mortgagee under a mortgage. In some
states, statutes limit the right of the beneficiary or mortgagee to obtain a
deficiency judgment against the borrower following foreclosure or sale under a
deed of trust. A deficiency judgment is a personal judgment against the former
borrower equal in most cases to the difference between the amount due to the
lender and the net amount realized upon the foreclosure sale.
Some state statutes may require the beneficiary or mortgagee to exhaust the
security afforded under a deed of trust or mortgage by foreclosure in an attempt
to satisfy the full debt before bringing a personal action against the borrower.
In certain other states, the lender has the option of bringing a personal action
against the borrower on the debt without first exhausting such security;
however, in some of these states, the lender, following judgment on such
personal action, may be deemed to have elected a remedy and may be precluded
from exercising remedies with respect to the security. Consequently, the
practical effect of the election requirement, when applicable, is that lenders
will usually proceed first against the security rather than bringing a personal
action against the borrower.
Other statutory provisions may limit any deficiency judgment against the
former borrower following a foreclosure sale to the excess of the outstanding
debt over the fair market value of the property at the time of such sale. The
purpose of these statutes is to prevent a beneficiary or a mortgagee from
obtaining a large deficiency judgment against the former borrower as a result of
low or no bids at the foreclosure sale.
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In some states, exceptions to the anti-deficiency statutes are provided 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 a
secured mortgage lender to realize upon its security. For example, in a Chapter
13 case under the federal Bankruptcy Code, if a court determines that the value
of a debtor's principal residence is less than the principal balance of the
loan, the court may, as part of the rehabilitation plan, unless the home is the
sole collateral for the mortgage loan, reduce the amount of the secured
indebtedness to the value of the home as it exists at the time of the case,
leaving the lender as a general unsecured creditor for the difference between
that value and the amount of outstanding indebtedness. A bankruptcy court may
grant the debtor a reasonable time to cure a payment default, and in the case of
a mortgage loan not secured by the debtor's principal residence, also may reduce
the monthly payments due under such mortgage loan, change the rate of interest
and alter the mortgage loan repayment schedule. Regardless of whether a mortgage
loan is secured by the debtor's principal residence, the rehabilitation plan may
provide for the reinstatement of any payment defaults over a period of up to 5
years. In addition, the federal Soldiers' and Sailors' Civil Relief Act of 1940
may reduce the rate of interest payable on any mortgage loan as to which the
mortgagor is a military reservist called to active duty, and may interfere with
the lender's right to foreclose upon the related mortgage or deed of trust. In a
Chapter 7, Chapter 11 or Chapter 13 case under the federal Bankruptcy Code, the
lender is precluded from foreclosing without authorization from the bankruptcy
court. If the debtor's principal residence is not the only security for the
mortgage loan, the lender's lien may be transferred to other collateral and/or
be limited in amount to the value of the lender's interest in the collateral as
of the date of the bankruptcy. The loan term may be extended, the interest rate
may be adjusted to market rates in confirmed Chapter 11 and Chapter 13 plans and
the priority of the loan may be subordinated to bankruptcy court-approved
financing. The bankruptcy court can, in effect, invalidate due-on-sale clauses
through confirmed Chapter 11 and Chapter 13 plans of reorganization. The laws of
some states provide priority to certain tax liens over the lien of the mortgage
or deed of trust.
Numerous federal and some state consumer protection laws and environmental
laws impose substantive requirements upon mortgage lenders in connection with
the origination, servicing and the enforcement of mortgage loans. The consumer
protection laws include the federal Truth in Lending Act, Real Estate Settlement
Procedures Act, Equal Credit Opportunity Act, Fair Credit Billing Act, Fair
Credit Reporting Act, and related statutes and regulations. These federal laws
and state laws impose specified statutory liability upon lenders who originate
or service mortgage loans and who fail to comply with the provisions of the law.
In some cases, this liability may affect assignees of the mortgage loans.
JUNIOR LIENS; RIGHTS OF SENIOR LIENHOLDERS
The rights of the Trust Fund (and therefore the Certificateholders) as
beneficiary under a junior deed of trust or as mortgagee under a junior mortgage
are subordinate to those of the mortgagee or beneficiary under the senior
mortgage or deed of trust, including the prior rights of the senior mortgagee or
beneficiary to receive hazard insurance and condemnation proceeds and to cause
the property securing the junior mortgage loan to be sold upon default of the
mortgagor or trustor, thereby extinguishing the junior mortgagee's or junior
beneficiary's lien unless the holders thereof assert their subordinate interest
in a property in foreclosure litigation or satisfy the defaulted senior loan. As
discussed more fully below, in many states a junior mortgagee or beneficiary may
satisfy a defaulted senior loan in full, or may cure such default and bring the
senior loan current, in either event adding the amounts expended to the balance
due on the junior loan.
The standard form of the mortgage or deed of trust used by most
institutional lenders confers on the mortgagee or beneficiary the right both to
receive all proceeds collected under any hazard insurance policy and all awards
made in connection with any condemnation proceedings, and to apply such proceeds
and awards to any indebtedness secured by the mortgage or deed of trust, in such
order as the mortgagee or beneficiary may determine. Thus, in the event
improvements on the property are damaged or destroyed by fire or other casualty,
or in the event the property is taken by condemnation, the mortgagee or
beneficiary under the underlying first
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mortgage or deed of trust will have the prior right to collect any insurance
proceeds payable under a hazard insurance policy and any award of damages in
connection with the condemnation and to apply the same to the indebtedness
secured by the first mortgage or deed of trust. Proceeds in excess of the amount
of first mortgage indebtedness will, in most cases, be applied to the
indebtedness of a junior mortgage or trust deed.
The form of mortgage or deed of trust used by most institutional lenders
typically contains a 'future advance' clause, which provides, in essence, that
additional amounts advanced to or on behalf of the mortgagor or trustor by the
mortgagee or beneficiary are to be secured by the mortgage or deed of trust.
While such a clause is valid under the laws of most states, the priority of any
advance made under the clause depends, in some states, on whether the advance
was an 'obligatory' or 'optional' advance. If the mortgagee or beneficiary is
obligated to advance the additional amounts, the advance is entitled to receive
the same priority as amounts initially made under the mortgage or deed of trust,
notwithstanding that there may be intervening junior mortgages or deeds of trust
and other liens between the date of recording of the mortgage or deed of trust
and the date of the future advance, and notwithstanding that the mortgagee or
beneficiary had actual knowledge of such intervening junior mortgages or deeds
of trust and other liens at the time of the advance. Where the mortgagee or
beneficiary is not obligated to advance the additional amounts and has actual
knowledge of the intervening junior mortgages or deeds of trust and other liens,
the advance will be subordinate to such intervening junior mortgages or deeds of
trust and other liens. Priority of advances under the clause rests, in many
other states, on state statutes giving priority to all advances made under the
loan agreement to a 'credit limit' amount stated in the recorded mortgage.
Another provision typically found in the form of the mortgage or deed of
trust used by most institutional lenders obligates the mortgagor or trustor to
pay before delinquency all taxes and assessments on the property and, when due,
all encumbrances, charges and liens on the property which appear prior to the
mortgage or deed of trust, to provide and maintain fire insurance on the
property, to maintain and repair the property and not to commit or permit any
waste thereof, and to appear in and defend any action or proceeding purporting
to affect the property or the rights of the mortgagee or beneficiary under the
mortgage or deed of trust. Upon a failure of the mortgagor or trustor to perform
any of these obligations, the mortgagee or beneficiary is given the right under
the mortgage or deed of trust to perform the obligation itself, at its election,
with the mortgagor or trustor agreeing to reimburse the mortgagee or beneficiary
for any sums expended by the mortgagee or beneficiary on behalf of the trustor.
All sums so expended by the mortgagee or beneficiary become part of the
indebtedness secured by the mortgage or deed of trust.
'DUE-ON-SALE' CLAUSES
The Agreement will provide that, when any mortgaged property underlying a
Mortgage Loan is about to be conveyed by the mortgagor, the Master Servicer
will, to the extent it has knowledge of such prospective conveyance, exercise
its rights to accelerate the maturity of such Mortgage Loan under the
'due-on-sale' clause applicable thereto, if any, unless it is not exercisable
under applicable law or if such exercise would result in loss of insurance
coverage with respect to such Mortgage Loan or would, in the Master Servicer's
judgment, be reasonably likely to result in litigation by the mortgagor. In
either case, the Master Servicer is authorized to take or enter into an
assumption and modification agreement from or with the person to whom such
Mortgaged Property has been or is about to be conveyed, pursuant to which such
person becomes liable under the Mortgage Note and, unless prohibited by
applicable state law, the mortgagor remains liable thereon, provided that the
Mortgage Loan will continue to be covered by any related primary mortgage
insurance policy and the Mortgage Interest Rate with respect to such Mortgage
Loan and the payment terms shall remain unchanged. The Master Servicer will also
be authorized, with the prior approval of any primary mortgage insurer (unless
such approval is precluded by the terms of the Mortgage Loan) to enter into, on
behalf of the Trustee, a substitution of liability agreement with such person,
pursuant to which the original mortgagor is released from liability and such
person is substituted as mortgagor and becomes liable under the Mortgage Note.
By virtue of the Garn-St Germain Depository Institutions Act of 1982 (the
'Act'), a Servicer or the Master Servicer may generally be permitted to
accelerate any Mortgage Loan which contains a 'due-on-sale' clause upon transfer
of an interest in the property subject to the deed of trust or mortgage. With
respect to any Mortgage Loan secured by a residence occupied or to be occupied
by the borrower, this ability to accelerate will
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not apply to certain types of transfers, including (i) the granting of a
leasehold interest which has a term of three years or less and which does not
contain an option to purchase, (ii) a transfer to a relative resulting from the
death of a borrower, or a transfer where the spouse or child(ren) becomes an
owner of the property in each case where the transferee(s) will occupy the
property, (iii) a transfer resulting from a decree of dissolution of marriage,
legal separation agreement or from an incidental property settlement agreement
by which the spouse becomes an owner of the property, (iv) the creation of a
lien or other encumbrance subordinate to the lender's security instrument which
does not relate to a transfer of rights of occupancy in the property (provided
that such lien or encumbrance is not created pursuant to a contract for deed),
(v) a transfer by devise, descent or operation of law on the death of a joint
tenant or tenant by the entirety, and (vi) other transfers as set forth in the
Act and the regulations thereunder. As a result, a lesser number of Mortgage
Loans which contain 'due-on-sale' clauses may extend to full maturity than
recent experience would indicate with respect to single-family mortgage loans.
The extent of the effect of the Act on the average lives and delinquency rates
of the Mortgage Loans, however, cannot be predicted. See 'Maturity
Considerations -- Prepayment Considerations.'
ENVIRONMENTAL LEGISLATION
Under the federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ('CERCLA') and under state law in certain states, a
secured party which takes a deed in lieu of foreclosure, purchases a mortgaged
property at a foreclosure sale or operates a mortgaged property may become
liable in certain circumstances for the costs of remedial action ('Cleanup
Costs') if hazardous wastes or hazardous substances have been released or
disposed of on the property. Such Cleanup Costs may be substantial. For any
particular Series of Certificates, it is possible that such Cleanup Costs could
become a liability of the related Trust Fund and reduce the amounts otherwise
distributable to the related Certificateholders if such Cleanup Costs are
incurred in connection with a Mortgaged Property held by such Trust Fund.
Moreover, certain states by statute impose a lien for any Cleanup Costs incurred
by such state on the property that is the subject of such Cleanup Costs (a
'Superlien'). All subsequent liens on such property are subordinated to such
Superlien and, in some states, even prior recorded liens are subordinated to
such Superliens. In the latter states, the security interest of the Trustee in a
property that is subject to such a Superlien could be adversely affected.
Traditionally, residential mortgage lenders have not taken steps to
evaluate whether hazardous wastes or hazardous substances are present with
respect to any mortgaged property prior to the origination or the mortgage loan
or prior to foreclosure or accepting a deed-in-lieu of foreclosure. Accordingly,
unless otherwise specified in the Prospectus Supplement, the Qualified Lenders
will not have made such evaluation prior to the origination of the Mortgage
Loans nor will the Mortgage Asset Seller or the Depositor have required that
such evaluation be made by the originators who have sold the Mortgage Loans to
them. Neither the applicable Servicer nor the Master Servicer will be required
to undertake any such evaluations prior to foreclosure or accepting a deed-in-
lieu of foreclosure. Neither the Depositor, the Trustee nor the Master Servicer
makes any representations or warranties or assumes any liability with respect to
the absence or effect of hazardous wastes or hazardous substances on any
Mortgaged Property or any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances. See 'Description of the
Certificates -- Realization Upon Defaulted Mortgage Loans.'
SUBORDINATE FINANCING
Certain of the Mortgage Loans may not restrict the ability of the borrower
to use the Mortgaged Property as security for one or more additional loans.
Where a borrower encumbers a mortgage property with one or more junior liens,
the senior lender is subjected to additional risk. First, the borrower may have
difficulty servicing and repaying multiple loans. Moreover, if the subordinate
financing permits recourse to the borrower (as is frequently the case) and the
senior loan does not, a borrower may have more incentive to repay sums due on
the subordinate loan. Second, acts of the senior lender that prejudice the
junior lender or impair the junior lender's security may create a superior
equity in favor of the junior lender. For example, if the borrower and the
senior lender agree to an increase in the principal amount of or the interest
rate payable on the senior loan, the senior lender may lose its priority to the
extent any existing junior lender is harmed or the borrower is additionally
burdened. Third, if the borrower defaults on the senior loan and/or any junior
loan or loans, the existence of junior loans and actions taken by junior lenders
can impair the security available to the senior lender and can
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interfere with or delay the taking of action by the senior lender. Moreover, the
bankruptcy of a junior lender may operate to stay foreclosure or similar
proceedings by the senior lender.
APPLICABILITY OF USURY LAWS
Title V of the Depository Institutions Deregulation and Monetary Control
Act of 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 is authorized to
issue rules and regulations and to publish interpretations governing
implementation of Title V. The statute authorized any state to reimpose interest
rate limits by adopting before April 1, 1983, a law or constitutional provision
which expressly rejects application of the federal law. Fifteen states have
adopted laws reimposing or reserving the right to reimpose interest rate limits.
In addition, even where Title V is not so rejected, any state is authorized to
adopt a provision limiting certain other loan charges.
The Depositor will represent and warrant for the benefit of
Certificateholders that the Mortgage Loans were originated in full compliance
with applicable state laws, including usury laws.
ENFORCEABILITY OF CERTAIN PROVISIONS
Standard forms of note, deed of trust and mortgage generally contain
provisions obligating the borrower to pay a late charge if payments are not
timely made and in some circumstances may provide for prepayment fees or
penalties if the obligation is paid prior to maturity. In certain states, there
are or may be specific limitations upon late charges which a lender may collect
from a borrower for delinquent payments. Certain states also limit the amounts
that a lender may collect from a borrower as an additional charge if the loan is
prepaid. Under the Agreement, late charges and prepayment fees (to the extent
permitted by law and not waived by the Master Servicer or the Servicers) will be
retained by the Master Servicer or the Servicers as additional servicing
compensation.
Courts have imposed general equitable principles upon foreclosure. These
equitable principles are generally designed to relieve the borrower from the
legal effect of defaults under the loan documents. Examples of judicial remedies
that may be fashioned include judicial requirements that the lender undertake
affirmative and expensive actions to determine the causes for the borrower's
default and the likelihood that the borrower will be able to reinstate the loan.
In some cases, courts have substituted their judgment for the lender's judgment
and have required lenders to reinstate loans or recast payment schedules to
accommodate borrowers who are suffering from temporary financial disability. In
some cases, courts have limited the right of lenders to foreclose if the default
under the mortgage instrument is not monetary, such as the borrower failing to
adequately maintain the property or the borrower executing a second mortgage or
deed of trust affecting the property. In other cases, some courts have been
faced with the issue of whether federal or state constitutional provisions
reflecting due process concerns for adequate notice require that borrowers under
the deeds of trust receive notices in addition to the statutorily-prescribed
minimum requirements. For the most part, these cases have upheld the notice
provisions as being reasonable or have found that the sale by a trustee under a
deed of trust or under a mortgage having a power of sale does not involve
sufficient state action to afford constitutional protections to the borrower.
CO-OP LOANS
To the extent set forth in the Prospectus Supplement, certain of the
Mortgage Loans may have been made in connection with a purchase or refinance of
cooperative apartments. Such Co-op Loans are not secured by liens on real
estate. The 'owner' of a cooperative apartment does not own the real estate
constituting the apartment but owns shares of stock in a corporation which holds
title to the building in which the apartment is located, and by virtue of owning
such stock is entitled to a proprietary lease to occupy the specific apartment
(the 'Lease'). Thus, a Co-op Loan is a personal loan secured by a lien on the
shares and an assignment of the Lease. If the borrower defaults on a Co-op Loan,
the lender's remedies are similar to the remedies which apply
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to a foreclosure of a mortgage or deed of trust, in that the lender can
foreclose the loan and assume 'ownership' of the apartment.
There are certain risks which arise as a result of the cooperative form of
ownership which differentiate Co-op Loans from other types of mortgage loans.
For example, the power of the board of directors of most cooperative
corporations to reject a proposed purchaser of a unit owner's shares (and
prevent the sale of an apartment) for any reason (other than reasons based upon
unlawful discrimination) or for no reason, significantly reduces the universe of
potential purchasers in the event of a foreclosure. Moreover, cooperative
apartment owners run a special risk in buildings where the 'sponsor' (i.e., the
owner of the unsold shares in the corporation) holds a significant number of
unsold apartments if the sponsor were to go into default on a loan which is
secured by a mortgage on the building. In such event the unit owners would be
forced by special assessment to make the payments on the delinquent loan or risk
losing their apartments in a foreclosure proceeding brought by the holder of the
mortgage on the building. Not only would the value attributable to the right to
occupy a particular apartment be adversely affected by the special assessment,
but the foreclosure of a mortgage on the building in which the apartment is
located could result in a total loss of the shareholder's equity in the building
(and a corresponding loss of the lender's security for its Co-op Loan).
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
GENERAL
The Federal income tax consequences of an investment in a Certificate of a
Series or a Class thereof will vary depending on the characteristics of such
Certificate. The following is a general discussion of the anticipated material
Federal income tax consequences of the purchase, ownership and disposition of
the Certificates offered hereunder. The discussion is based upon the Internal
Revenue Code of 1986, as amended (the 'Code'), its legislative history, existing
and proposed regulations thereunder, including regulations (the 'REMIC
Regulations' and 'OID Regulations') promulgated under the real estate mortgage
investment conduit and original issue discount provisions of the Code, published
rulings and court decisions, all as in effect and existing on the date hereof
and all of which are subject to change at any time, possibly on a retroactive
basis, and to differing interpretations. The OID Regulations do not provide
guidance on the computation of the accrual of original issue discount under
section 1272(a)(6) of the Code with respect to regular interests in a REMIC. The
following discussion applies only to those persons who are the original holders
of the Certificates and who hold Certificates as capital assets, and does not
address the tax consequences to taxpayers who are subject to special rules (such
as foreign persons, tax-exempt organizations and insurance companies) or aspects
of Federal income taxation that may be relevant to a prospective investor based
upon such investor's particular tax situation. This discussion generally does
not address the state, local or foreign tax consequences of the purchase,
ownership and disposition of such Certificates. Investors should consult their
tax advisors in determining the Federal, state, local, foreign or other tax
consequences to them of the purchase, ownership and disposition of the
Certificates offered hereunder. The following discussion addresses securities of
two general types: (i) certificates representing interests in a Trust Fund, or a
portion thereof, which the Master Servicer will covenant to elect to have
treated as a REMIC under Code Sections 860A through 860G and (ii) certificates
representing certain interests in a Trust Fund for which an election to be
treated as a REMIC will not be made. The Prospectus Supplement for each Series
of Certificates will indicate whether a REMIC election will be made for the
related Trust Fund and, if such an election is made for the Trust Fund, will
designate the related series of Certificates as either 'regular interests' or
'residual interests' in the REMIC. For purposes of this tax discussion,
references to a 'Certificateholder' are references to the beneficial owner of a
Certificate.
REMIC
Classification of REMICs
An election to be treated as a REMIC for federal income tax purposes may be
made for a Trust Fund relating to a Series of Certificates. Such an election
will generally be made if the related Trust Fund would not qualify as a grantor
trust under subpart E, Part I of Subchapter J of the Code. Upon issuance of each
Series of Certificates for which an election to be treated as a REMIC is made,
Mayer, Brown & Platt, counsel to the Depositor, is of the opinion that, assuming
(i) ongoing compliance with all provisions of the Agreement which include
requirements, among other things, that a REMIC election be made timely in the
required form, certain representations set forth in the Agreement be true, and
there be continued compliance with the applicable provisions of the Code, as it
may be amended from time to time, and the applicable Treasury Regulations issued
thereunder, and (ii) the accuracy of information contained in certain other
documents, the Trust Fund issuing a Series of Certificates, under current
Federal income tax law, will qualify as a REMIC (and will not be treated as an
association or publicly traded partnership taxable as a corporation) for Federal
income tax purposes, and the Certificates offered thereby will be considered to
be 'regular interests' ('Regular Certificates') or 'residual interests'
('Residual Certificates') in a REMIC. Such opinion will be filed prior to
issuance of such Series of Certificates as an exhibit to a post-effective
amendment or in a Current Report on Form 8-K.
QUALIFICATION AS A REMIC
In order for the Trust Fund to qualify as a REMIC, there must be ongoing
compliance on the part of the Trust Fund with certain requirements set forth in
the Code. First, the Trust Fund must fulfill an asset test, which requires that
no more than a de minimis amount of the assets of the Trust Fund, as of the
close of the third calendar month beginning after the 'Startup Day' (which for
purposes of this discussion is the date of issuance of the Certificates) and at
all times thereafter, may consist of assets other than 'qualified mortgages' and
'permitted investments.' The REMIC Regulations provide a 'safe harbor' pursuant
to which the de minimis
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requirement is met at any time when the aggregate adjusted basis of the
nonqualified assets is less than 1% of the aggregate adjusted basis of all the
Trust Fund's assets. An entity that fails to meet the safe harbor may
nevertheless demonstrate that it holds no more than a de minimis amount of
nonqualified assets.
A qualified mortgage is any obligation (including any participation or
certificate of beneficial ownership therein) that is principally secured by an
interest in real property and, generally, that is (i) transferred to the Trust
Fund on the Startup Day, (ii) purchased by the Trust Fund within a three-month
period thereafter pursuant to a fixed price contract in effect on the Startup
Day or (iii) received by the REMIC within such three-month period in replacement
of an obligation transferred to the REMIC on the Startup Day. Qualified
mortgages also include a regular interest in another REMIC if the interest is
transferred to the Trust Fund on the start-up day in exchange for regular or
residual interests in the Trust Fund. An obligation is 'principally secured by
an interest in real property' if (i) the fair market value of the real property
security is at least 80% of the principal amount of the related Mortgage Loan
either at origination or as of the Startup Day (an original loan-to-value ratio
of not more than 125% with respect to the real property security) or (ii)
substantially all the proceeds of the Mortgage Loan were used to acquire,
improve or protect an interest in real property that, at the origination date,
was the only security for the Mortgage Loan. In rendering its opinion with
respect to classification of the Trust Fund as a REMIC, Mayer, Brown & Platt
will rely on certain representations in the Agreement and other documents
regarding qualification of the Mortgage Loans as 'qualified mortgages.'
Permitted investments include cash flow investments, qualified reserve
assets and foreclosure property. A cash flow investment is generally an
investment of amounts received on or with respect to qualified mortgages for a
temporary period, not exceeding thirteen months, which investment must earn a
return in the nature of interest. A qualified reserve asset is any intangible
property held for investment that is part of any reserve reasonably required to
be maintained to provide for payments of expenses or to provide security for
payments due on regular or residual interests that otherwise may be delayed or
defaulted upon because of default (including delinquencies) on the qualified
mortgages or lower than expected reinvestment returns. Foreclosure property is
real property acquired in connection with the default or imminent default of a
qualified mortgage and generally held for not more than two years, plus
extensions permitted by the Code.
In addition to the foregoing requirements, the various interests in the
Trust Fund also must meet certain requirements. A REMIC meets the interests test
if all of the interests in the REMIC are either regular interests or residual
interests, and there is one (and only one) class of residual interests (and all
distributions with respect to the residual interests are made pro rata). A
regular interest is an interest in a REMIC that is issued on the Startup Day
with fixed terms, is designated as a regular interest, unconditionally entitles
the holder to receive a specified principal amount (or other similar amount),
and provides that interest payments (or other similar amounts), if any, at or
before maturity either are payable based on a fixed rate or a qualified variable
rate, or consist of a specified, nonvarying portion of the interest payments on
qualified mortgages. The REMIC Regulations provide that an interest in a REMIC
may be treated as a regular interest even if payments with respect to such
interest are subordinated to payments on other interests in the REMIC, and are
dependent on the absence of defaults or delinquencies on qualified mortgages or
permitted investments, lower than reasonably expected returns on permitted
investments, or expenses incurred by the REMIC. A residual interest is an
interest in a REMIC other than a regular interest that is issued on the Startup
Day and that is designated as a residual interest. The Trust Fund must also
adopt reasonable arrangements designed to ensure that 'disqualified
organizations' do not hold residual interests and that tax information is
furnished if this restriction is violated.
The following discussion assumes that all requirements for REMIC
qualification will be satisfied by the Trust Fund while there are any Regular
Certificates outstanding. 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, the Code provides that the Trust Fund
will not be treated as a REMIC for such year and thereafter. In that event, the
Trust Fund may be taxable as a separate corporation, and the related
Certificates would not be accorded the status or given the tax treatment
described below. The Code provides that if (i) an entity ceases to be a REMIC,
(ii) the Secretary of the Treasury determines that such cessation was
inadvertent, (iii) no later than a reasonable time after the discovery of the
event resulting in such cessation, steps are taken so that such entity is once
more a REMIC, and (iv) such entity, and each person holding an interest in such
entity at any time during a period specified, agrees to make such adjustments as
may be required by the Secretary of the Treasury with respect to such period,
then, notwithstanding such terminating event, the entity will be treated as
continuing to be a REMIC or such cessation will be disregarded, whichever the
Secretary of the Treasury
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determines to be appropriate. While the Code authorizes the Treasury Department
to issue Treasury Regulations providing relief in the event of an inadvertent
termination of the status as a REMIC, no such Treasury Regulations have been
issued. Any such relief, moreover, 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.
Characterization of Investments in Certificates
In general, (i) subject to the satisfaction of either the applicable
holding period or the bona fide business purpose requirement of Code Section
593(d)(1)(D), Certificates owned by a 'domestic building and loan association,'
a 'mutual savings bank,' or 'any cooperative bank without capital stock
organized and operated for mutual purposes and without profit' within the
meaning of Code Section 593(a) will be treated as 'qualifying real property
loans' within the meaning of Code Section 593(d), in the same proportion that
the assets of the Pool underlying such Certificates ('Assets') would be so
treated; (ii) Certificates held by a domestic building and loan association
will, under Code Section 7701(a)(19)(C)(xi), count toward satisfying the 60%
asset test applicable to those institutions under 7701(a)(19)(C) in the same
proportion that the Assets would be treated as falling within one of the classes
enumerated in 7701(a)(19)(C)(i) - (x) (including without limitation 'loans
secured by an interest in real property' within the meaning of Section
7701(a)(19)(C)(v)); and (iii) Certificates held by a real estate investment
trust will constitute 'real estate assets' within the meaning of Code Section
856(c)(5)(B), and interest on the REMIC Certificates will be considered
'interest on obligations secured by mortgages on real property or on interests
in real property' within the meaning of Code Section 856(c)(3)(B) in the same
proportion that the Assets would be so treated. Moreover, if 95% or more of the
Assets qualify for any of the foregoing treatments at all times during the
calendar year, the Certificates will qualify for the corresponding status in
their entirety for that calendar year. Certificates held by certain financial
institutions will constitute an 'evidence of indebtedness' within the meaning of
Code Section 582(c)(1).
Certificateholders should be aware that (i) Certificates held by a real
estate investment trust will not constitute 'Government securities' within the
meaning of Code Section 856(c)(5)(A) and (ii) Certificates held by a regulated
investment company will not constitute 'Government securities' within the
meaning of Code Section 851(b)(4)(A)(i).
Taxation of Owners of Regular Certificates
For Federal income tax purposes, a Regular Certificate will be treated as a
debt instrument issued by the REMIC and not as an ownership interest in the
REMIC or the assets of the REMIC. The amounts includible in the income of a
Regular Certificateholder will be determined under the accrual method.
ORIGINAL ISSUE DISCOUNT. The Regular Certificates may be issued with
'original issue discount' within the meaning of Code Section 1273(a). Holders of
any Class of Regular Certificates issued with original issue discount will be
required to include such original issue discount in gross income for Federal
income tax purposes as it is deemed to accrue, in advance of the receipt of the
cash attributable to such income.
Rules governing original issue discount are set forth generally in Code
Sections 1272, 1273 and 1275, and the OID Regulations. Code Section 1272(a)(6)
provides special original issue discount rules applicable to regular interests
in a REMIC, such as Regular Certificates. However, as discussed above, no
Treasury Regulations have as yet been proposed or adopted regarding the
computation of the accrual of original issue discount under Code Section
1272(a)(6). Further, the application of the OID Regulations to the Regular
Certificates remains unclear in other respects because the OID Regulations
either do not address, or are subject to varying interpretations with regard to,
several relevant issues.
Under the Code, the total amount of original issue discount on a Regular
Certificate is the excess of the 'stated redemption price at maturity' of the
Regular Certificate over its 'issue price.' Except as discussed in the following
paragraph, in general, the issue price of a Regular Certificate offered
hereunder will be determined with reference to the first price at which a
substantial amount of the Certificates is sold for money (other than to bond
houses or brokers). The stated redemption price at maturity of a Regular
Certificate will be the sum of all payments to be made on such Regular
Certificate other than 'qualified stated interest payments.' Qualified stated
interest is stated interest that is unconditionally payable at least annually at
a single fixed rate that appropriately takes into account the length of the
interval between payments. Qualified stated interest also
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includes certain stated interest on 'variable rate debt instruments' if the
interest is unconditionally payable at least annually. The requirements for
qualification of a debt instrument bearing a rate of interest other than a fixed
rate as a 'variable rate debt instrument' and for qualification of stated
interest on a variable rate debt instrument as 'qualified stated interest' are
complex, and no assurance can be given that all stated interest on Regular
Certificates will constitute qualified stated interest. For a general discussion
of the treatment of variable rate interest, see 'Investment in Certificates Not
Representing Interests in a REMIC -- Taxation of Owners of P&I
Certificates -- Variable Rate Certificates,' below. Generally, the stated
redemption price at maturity of a Regular Certificate will be its initial
Certificate Balance. Under the OID Regulations, if any portion of the initial
purchase price of a Regular Certificate is allocable to interest that has
accrued prior to the issue date of such Regular Certificate, and if such
pre-issuance accrued interest will be paid on the first payment date within one
year of the issue date, the issue price of the Regular Certificate may be
computed by subtracting from the issue price (as otherwise determined) such
pre-issuance accrued interest. If the issue price is so computed, the actual
payment of such pre-issuance accrued interest will be treated as a return of the
excluded pre-issuance accrued interest, rather than as an amount payable on the
debt instrument.
Under a de minimis rule in the Code, as interpreted in the OID Regulations,
original issue discount on a Regular Certificate will be considered to be zero,
and all stated interest will be treated as qualified stated interest includible
under the accrual method of accounting, if such original issue discount is less
than 0.25% of the stated redemption price at maturity of the Regular Certificate
multiplied by the weighted average life of the Regular Certificate. However,
under the OID Regulations, the holder of a Regular Certificate that has de
minimis OID would be required to include such de minimis OID in income as
principal payments are made in proportion to the ratio that each such principal
payment bears to the stated principal amount of such Regular Certificate. For
this purpose, the weighted average life of the Regular Certificate is computed
as the sum of the amounts determined by multiplying (i) the number of complete
years (rounding down for partial years) until each payment included in the
stated redemption price at maturity is expected to be made by (ii) a fraction,
the numerator of which is the amount of such payment and the denominator of
which is the total amount of payments included in the stated redemption price at
maturity of such Regular Certificate. The Internal Revenue Service may take the
position that this rule should be applied taking into account the Prepayment
Assumption (described below) and the effect of any anticipated investment
income.
For purposes of computing the accrual of original issue discount on the
Regular Certificates issued by a REMIC, Code Section 1272(a)(6) requires that a
reasonable assumed prepayment rate (the 'Prepayment Assumption') be used with
respect to mortgage loans held by a REMIC, and that adjustments be made in the
amount and rate of accrual of such discount to reflect differences between the
actual prepayment rate and the Prepayment Assumption. Code Section 1272(a)(6)
provides that the Prepayment Assumption is to be determined in the manner
prescribed in Treasury Regulations. As noted above, those Treasury Regulations
have not been issued. The Conference Committee Report discussing Code Section
1272(a)(6) (the 'Committee Report') indicates that the Treasury Regulations will
provide that the Prepayment Assumption used in determining the amount and rate
of accrual of discount with respect to a Regular Certificate must be the same as
that used in pricing the initial offering of such Regular Certificate. The
Prepayment Assumption used by the Master Servicer in reporting original issue
discount for each series will be consistent with this standard and will be
disclosed in the related Prospectus Supplement. However, neither the Master
Servicer nor the Trustee will make any representation that the Mortgage Loans
will in fact prepay at a rate conforming to the Prepayment Assumption or at any
other rate. Each investor must make its own decision as to the appropriate
Prepayment Assumption to be used in deciding whether or not to purchase any of
the Regular Certificates.
Original issue discount is accrued by a Regular Certificateholder by
including in its gross income the sum of the 'daily portions' of original issue
discount, if any, on its Regular Certificate for each day during its taxable
year on which it held such Regular Certificate. In general, in the case of an
original holder of a Regular Certificate, the daily portions of original issue
discount will be determined based on the excess, if any, of (i) the sum of (A)
the present value, as of the end of the accrual period, of all of the
distributions remaining to be made on the Regular Certificate in future periods
and (B) the distributions made on such Regular Certificate during the accrual
period of amounts included in the stated redemption price at maturity, over (ii)
the adjusted issue price of such Regular Certificate at the beginning of the
accrual period. The excess will then be allocated ratably to each day during the
period to determine the daily portion of original issue discount for that day.
Although the OID Regulations allow Certificateholders to use interest accrual
periods of any length as long as each distribution date falls on either the
first day or final day of an accrual period, a Trust Fund with respect to which
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a REMIC election is made will report original issue discount to
Certificateholders based on the assumption that each accrual period ends on a
date that corresponds to a Distribution Date and begins on the first day
following the immediately preceding accrual period (or in the case of the first
such period, begins on the Closing Date). The present value of the remaining
distributions will be calculated (i) assuming that distributions on the Regular
Certificate will be received in future periods based on the Mortgage Loans being
prepaid at a rate equal to the Prepayment Assumption, (ii) using a discount rate
equal to the original yield to maturity of the Regular Certificate and (iii)
taking into account events (including actual prepayments) that have occurred
before the close of the accrual period. The original yield to maturity of the
Regular Certificate will be calculated based on its issue price and the
assumption that distributions on the Regular Certificate will be made in all
periods as if the Mortgage Loans prepaid at a rate equal to the Prepayment
Assumption. The adjusted issue price of a Regular Certificate at the beginning
of any accrual period will equal the issue price of such Certificate, increased
by the aggregate amount of the daily portions with respect to such Regular
Certificate that accrued in prior accrual periods, and reduced by the amount of
any distributions made on such Regular Certificate in prior accrual periods of
amounts included in the stated redemption price at maturity.
A subsequent purchaser of a Regular Certificate that purchases the Regular
Certificate at a cost less than its remaining stated redemption price at
maturity will also be required to include in gross income the daily portions of
any original issue discount with respect to the Regular Certificate. However, if
the cost of the Regular Certificate to such subsequent purchaser is in excess of
its 'adjusted issue price,' each such daily portion will be reduced in
proportion to the ratio such excess bears to the aggregate original issue
discount remaining to be accrued on the Regular Certificate. The adjusted issue
price of a Regular Certificate on any given day equals the issue price,
increased by the amount of original issue discount previously includible in the
gross income of any holder, and decreased by the amount of any payment
previously made other than a payment of qualified stated interest.
VARIABLE RATE CERTIFICATES. A Regular Certificate may provide for payments
of interest based on a variable interest rate formula, and may provide for
minimum or maximum rates or other adjustments. For a general discussion of the
treatment of variable rate interest, see 'Investment in Certificates Not
Representing Interests in a REMIC -- Taxation of Owners of P&I
Certificates -- Variable Rate Certificates.'
MARKET DISCOUNT. A Certificateholder that purchases a Regular Certificate
at a market discount, that is, at a purchase price less than its remaining
stated principal amount, or in the case of a Regular Certificate issued with
original issue discount, less than its 'revised issued price' (which generally
has the same meaning as 'adjusted issue price,' as defined above) will recognize
market discount income upon receipt of each principal distribution. See
'Investment in Certificates Not Representing Interests in a REMIC -- Taxation of
Owners of P&I Certificates -- If Stripped Bond Rules Do Not Apply' and
' -- Premium and Market Discount' below, for a general discussion of market
discount. Treasury regulations implementing the market discount rules have not
yet been issued. Investors should consult their own tax advisors regarding the
application of the market discount rules and the advisability of making any of
the elections provided by the Code relating to the timing of recognition of
market discount. The market discount rules will not be applicable to a Regular
Certificate so long as it is held by its initial purchaser.
PREMIUM. A Regular Certificateholder that purchased its Regular Certificate
at a premium may elect under Code Section 171 to amortize such premium under a
constant yield method over the life of the Certificate as an offset to interest
income, rather than as a separate deduction item. It is not clear whether the
Prepayment Assumption would be taken into account in determining the life of the
Regular Certificate for this purpose. However, the Committee Report states that
the same rules that apply to accrual of market discount (which rules will
require use of a Prepayment Assumption in accruing market discount with respect
to Regular Certificates without regard to whether such Certificates have
original issue discount) will also apply in amortizing bond premium under Code
Section 171. If made, such an election will apply to all debt instruments having
amortizable bond premium that the holder owns or subsequently acquires. See
'Constant Yield Election' below regarding an alternative manner in which the
Code Section 171 election may be deemed to be made.
Constant Yield Election
The OID Regulations permit Certificateholders to elect to include all
interest that accrues on a debt instrument by using a constant yield method. For
this purpose, 'interest' includes stated interest, acquisition discount, OID, de
minimis OID, market discount, de minimis market discount, and unstated interest,
as adjusted
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by any amortizable bond premium or acquisition premium. This election would, in
some cases, simplify the calculation of interest income for Certificateholders
to whom it is available. However, if the holder makes such an election with
respect to a debt instrument with amortizable bond premium or market discount,
the holder is deemed to have made elections to amortize bond premium or to
report market discount income currently as it accrues under the constant yield
method, respectively, for all debt instruments acquired by the holder in the
same taxable year or thereafter. The election is irrevocable except with
approval of the Internal Revenue Service. Investors should consult their own tax
advisors regarding the advisability of making such an election.
Effects of Defaults and Delinquencies
Certain Series of Certificates may contain one or more Classes of
Subordinate Certificates, and in the event there are defaults or delinquencies
on the Mortgage Loans, amounts that would otherwise be distributed on the
Subordinate Certificates may instead be distributed on the Senior Certificates.
Holders of Subordinate Certificates 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 Subordinate
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 holder of a
Subordinate Certificate 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 Subordinate Certificate
is reduced as a result of defaults and delinquencies on the Mortgage Loans.
However, the timing and character of such losses or reductions in income are
uncertain, and, accordingly, holders of Subordinate Certificates should consult
their own tax advisors on this point.
Taxation of Owners of Residual Certificates
DAILY PORTIONS. A Residual Certificateholder generally will be required to
report its daily portion of the taxable income or, subject to the limitation
described in ' -- Basis Rules and Distributions' below, the net loss of the
REMIC for each day during a calendar quarter that the Residual Certificateholder
owned such Residual Certificate. For this purpose, the daily portion will be
determined by allocating to each day in the calendar quarter its ratable portion
of the taxable income or net loss of the REMIC for such quarter and then by
allocating the amount so allocated among the Residual Certificateholders in
accordance with their percentage of ownership interests on such day. Any amount
included in the gross income of or allowed as a loss to any Residual
Certificateholder by virtue of the rules described in this paragraph will be
treated as ordinary income or loss. Each Residual Certificateholder should be
aware that taxable income with respect to its Residual Certificate may exceed
cash distributions with respect thereto in any taxable year.
TAXABLE INCOME OF THE REMIC. The taxable income of the REMIC will reflect a
netting of (i) the income from the Mortgage Loans and other assets of the REMIC
and (ii) the deductions allowed to the REMIC for interest (including original
issue discount) on the Regular Certificates (and any other class of Certificates
constituting 'regular interests' in the REMIC not offered hereby) and, except as
described below, for servicing, administrative and other expenses. The
limitation on miscellaneous itemized deductions imposed on individuals by Code
Section 67 will not be applied at the Pool level to such expenses. See
' -- Pass-Through of Miscellaneous Itemized Deductions' below.
As a general rule, the taxable income of the REMIC will be determined in
the same manner as if the REMIC were an individual using the accrual method of
accounting, with certain modifications. The first modification is that a
deduction will be allowed for accruals of interest (including original issue
discount) on the 'regular interests' in the REMIC. If a Regular Certificate is
issued at a price in excess of its aggregate principal amount, the net amount of
interest deductions that are allowed the REMIC in each taxable year with respect
to the Regular Certificate will be reduced by an amount equal to the portion of
the excess that is considered to be amortized or prepaid in that year. Although
the matter is not entirely certain, it is likely that any such excess would be
amortized under a constant yield method in a manner analogous to the method for
accruing original issue discount described under 'Taxation of Owners of Regular
Certificates -- Original Issue Discount' above.
The second modification relates to the accrual of income on a Mortgage Loan
deemed to have been acquired with market discount or premium. Any such market
discount will be includible in the income of the
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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
original issue discount on the Regular Certificates. If the REMIC elects under
Code Section 171 to amortize any premium on the Mortgage Loans, the premium may
be amortized under a constant yield method. See ' -- Taxation of Owners of
Regular Certificates -- Market Discount' and ' -- Premium' above.
The third modification is that no item of income, gain, loss or deduction
allocable to a prohibited transaction (see ' -- Prohibited Transactions and
other REMIC -- Level Taxes,' below) will be taken into account.
The fourth modification is that the REMIC generally may not deduct any item
that would be disallowed in calculating the taxable income of a partnership by
virtue of Code Section 703(a)(2).
The fifth modification is that the amount of the net income from
'foreclosure property' (if any) must be reduced by the amount of tax imposed
under Code Section 860G(c) with respect to such 'foreclosure property.'
The REMIC will have an initial aggregate basis in its assets equal to the
aggregate issue price of the 'regular interests' and 'residual interests' in the
REMIC. Such aggregate basis will be allocated among the individual Mortgage
Loans and other assets of the REMIC in proportion to their respective fair
market values. Accordingly, the Master Servicer will be required to estimate the
fair market value of such interests in order to determine the basis of the REMIC
in the Mortgage Loans and other property held by the REMIC. Generally with
respect to any Certificate offered hereby, its fair market value will be its
issue price as determined in the manner described above under 'Taxation of
Owners of Regular Certificates -- Original Issue Discount' above.
BASIS RULES AND DISTRIBUTIONS. Any distribution by a REMIC to a Residual
Certificateholder will not be included in the gross income of such Residual
Certificateholder to the extent it does not exceed the adjusted basis of such
Residual Certificateholder's interest in a Residual Certificate. Such
distribution will reduce the adjusted basis of such interest, but not below
zero. To the extent a distribution exceeds the adjusted basis of the Residual
Certificate, it will be treated as gain from the sale of the Residual
Certificate. See ' -- Sales of Certificates,' below. The adjusted basis of a
Residual Certificate is equal to the amount paid for such Residual Certificate,
increased by amounts included in the income of the Residual Certificateholder
(see ' -- Taxation of Owners of Residual Certificates -- Daily Portions,' above)
and decreased by distributions and by net losses taken into account with respect
to such interest.
A Residual Certificateholder is not allowed to take into account any net
loss for any calendar quarter to the extent such net loss exceeds such Residual
Certificateholder's adjusted basis in its Residual Certificate as of the close
of such calendar quarter (determined without regard to such net loss). Any loss
allowed will reduce the adjusted basis of such interest, but not below zero. Any
loss disallowed by reason of this limitation may be carried forward indefinitely
to future calendar quarters and, subject to the same limitation, may be used
only to offset income from the Residual Certificate. The effect of these basis
and distribution rules is that a Residual Certificateholder may not amortize its
basis in a Residual Certificate, but may only recover its basis through
distributions, and through the deduction of any net losses of the REMIC or upon
the sale of its Residual Certificate. See ' -- Sales of Certificates' below.
EXCESS INCLUSIONS. Any 'excess inclusion' with respect to a Residual
Certificate is subject to certain special tax rules. With respect to a Residual
Certificateholder, the excess inclusion for any calendar quarter is defined as
the excess (if any) of the daily portions of taxable income over the sum of the
'daily accruals' for each day during such quarter that such Residual Certificate
was held by such Residual Certificateholder. The daily accruals are determined
by allocating to each day during a calendar quarter its ratable portion of the
product of the 'adjusted issue price' of the Residual Certificate at the
beginning of the calendar quarter and 120 percent of the long-term 'applicable
Federal rate' (generally, an average of current yields on Treasury securities of
comparable maturity) in effect at the time of issuance of the Residual
Certificate. For this purpose, the adjusted issue price of a Residual
Certificate offered hereby, if any, as of the beginning of any calendar quarter
is the issue price of the Residual Certificate (see ' -- Taxable Income of the
REMIC' above), increased by the amount of daily portions of income for all prior
quarters and decreased (but not below zero) by any distributions made with
respect to such Residual Certificate and any net losses taken into account with
respect to such Residual Certificates before the beginning of such quarter.
As an exception to the general rules described above, the Treasury
Department has authority to issue regulations that would treat the entire amount
of income accruing on a Residual Certificate as an excess
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inclusion if the aggregate Residual Certificates in the REMIC did not have
'significant value.' The REMIC Regulations do not provide for such an exception.
For Residual Certificateholders, other than thrift institutions described
in Code Section 593, an excess inclusion cannot be offset by losses from other
sources. For Residual Certificateholders that are subject to tax on unrelated
business taxable income (as defined in Code Section 511), an excess inclusion is
treated as unrelated business taxable income. With respect to Residual
Certificateholders that are nonresident alien individuals or foreign
corporations generally subject to United States 30% withholding tax, an excess
inclusion will be subject to such tax and no tax treaty rate reduction or
exemption may be claimed with respect thereto. See ' -- Foreign Investors'
below.
If a thrift institution described in Code Section 593 holds a Residual
Certificate that has 'significant value,' the thrift institution may offset its
losses against its excess inclusion income. In general, a Residual Certificate
has significant value if (i) the aggregate of the issue prices of the Residual
Certificates in the REMIC is at least equal to 2 percent of the aggregate of the
issue prices of all Regular Certificates and Residual Certificates in the REMIC,
and (ii) the anticipated weighted average life of the Residual Certificates is
at least 20 percent of the anticipated weighted average life of the REMIC.
However, a net operating loss of any other member of an affiliated group of
which the thrift institution is a member may not be used to offset an excess
inclusion attributable to the thrift institution. In addition, a thrift
institution may not offset its losses against an excess inclusion attributable
to a Residual Certificate held by any other member of an affiliated group of
which the thrift institution is a member.
In the case of any Residual Certificate held by a real estate investment
trust, the aggregate excess inclusions with respect to such Residual
Certificate, reduced (but not below zero) by the real estate investment trust's
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
the Residual Certificate as if held directly by such shareholders.
Pass-Through of Miscellaneous Itemized Deductions
Under 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.' Generally,
a single class REMIC is defined as (i) a REMIC that is substantially similar to
an investment trust under Treasury regulations but for its qualification as a
REMIC, or (ii) a REMIC that is substantially similar to an investment trust but
is structured with the principal purpose of avoiding this allocation requirement
imposed by the temporary regulations. Such a pass-through interest holder would
be required to add its allocable share, if any, of such expenses to its gross
income and to treat the same amount as an item of investment expense. An
individual generally would be allowed a deduction for such expenses only as a
miscellaneous itemized deduction subject to the limitations under Code Section
67, which allows such deductions only to the extent that in the aggregate such
expenses exceed two percent of the holder's adjusted gross income. In addition,
Code Section 68 provides that the amount 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 Regular Certificateholders
who are subject to the limitations of either Code Section 67 or Code Section 68
may be substantial. 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 including regulated investment companies, but does not include real
estate investment trusts. 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.
In addition, in a REMIC that is not considered to be a 'single-class REMIC'
as well as a REMIC that is considered to be a 'single-class REMIC,' all or a
portion of the REMIC's servicing, administrative and other non-interest expenses
will be allocated as a separate item to Residual Certificateholders that are
'pass-through interest holders.' Such a holder would be required to add its
allocable share, if any, of such expenses to its gross
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income and to treat the same amount as an item of investment expense and an
individual Residual Certificateholder would be subject to the same limitations
and adjustments as described above for Regular Certificateholders.
Sales of Certificates
If a Certificate is sold, the selling Certificateholder will recognize gain
or loss equal to the difference between the amount realized on the sale and its
adjusted basis in the Certificate. The adjusted basis of a Regular Certificate
generally will equal the cost of such Regular Certificate to such
Certificateholder, increased by income reported by such Certificateholder with
respect to such Regular Certificate and reduced (but not below zero) by
distributions on such Regular Certificate received by such Certificateholder and
by any amortized premium. The adjusted basis of a Residual Certificate will be
determined as described under 'Taxation of Owners of Residual
Certificates -- Basis Rules and Distributions,' above. Except as provided in the
following two paragraphs, any such gain or loss will be capital gain or loss,
provided such Certificate is held as a capital asset (generally, property held
for investment) within the meaning of Code Section 1221. The Federal income tax
rates applicable to capital gains for taxpayers other than individuals, estates,
and trusts are currently the same as those applicable to ordinary income.
However, the maximum ordinary income tax rate for individuals, estates, and
trusts is generally 39.6%, whereas the maximum long-term capital gains rate for
such taxpayers is 20% for capital assets held for more than 18 months, and 28%
for capital assets held for more than 12 months and not more than 18 months.
Capital losses generally may be used by a corporate taxpayer only to offset
capital gains, and by an individual taxpayer only to the extent of capital gains
plus $3,000 of other income.
Gain from the sale of a Regular Certificate that might otherwise be capital
gain will be treated as ordinary income to the extent such gain does not exceed
the excess, if any, of (i) the amount that would have been includible in the
seller's income with respect to such Regular Certificate assuming that income
had accrued thereon at a rate equal to 110% of the applicable Federal rate
determined as of the date of purchase of such Regular Certificate, over (ii) the
amount of ordinary income actually includible in the seller's income prior to
such sale.
Certificates will be 'evidences of indebtedness' within the meaning of
Section 582(c)(1) of the Code, so that gain or loss recognized from the sale of
a Certificate by a bank or thrift institution to which such Section applies will
be ordinary income or loss.
Except as provided in Treasury regulations, if the seller of a Residual
Certificate reacquires a Residual Certificate, any other residual interest in a
REMIC or any 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 the
Residual Certificateholder on the sale will not be deductible, but instead will
be added to such Residual Certificateholder's adjusted basis in the
newly-acquired asset.
Prohibited Transactions and Other REMIC-Level Taxes
A REMIC is subject to a tax at a rate equal to 100 percent of the net
income derived from 'prohibited transactions.' In general, a prohibited
transaction means (i) the disposition of a Mortgage Loan other than pursuant to
certain specified exceptions, (ii) the receipt of investment income from a
source other than a Mortgage Loan or certain other permitted investments, (iii)
the receipt of compensation for services, or (iv) 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
a Trust Fund that makes an election to be taxed as a REMIC will engage in any
prohibited transactions. In addition, under the Code, a REMIC generally will be
taxed at a 100% rate on any contribution made to the REMIC after the Start-Up
Date unless such contribution is a cash contribution that (i) takes place within
the three-month period beginning on the closing date, (ii) is made to facilitate
a clean-up call or a qualified liquidation, (iii) is a payment in the nature of
a guarantee, or (iv) constitutes a contribution by the holder of the Residual
Certificates in the REMIC to a qualified reserve fund. The structure and
operation of a Trust Fund that makes an election to be taxed as a REMIC will be
designed to avoid the imposition of the 100% tax on contributions.
To the extent that a REMIC derives certain types of income from foreclosure
property (generally, income relating to dealer activities of the REMIC), it will
be taxed on such income at the highest corporate income tax
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rate. It is not anticipated that a Trust Fund that makes an election to be taxed
as a REMIC will receive significant amounts of such income.
Tax on Transfers of Residual Certificates to Certain Organizations
If a Residual Certificate is transferred to a 'disqualified organization'
(as defined below), a tax would be imposed in an amount, determined under the
REMIC Regulations, generally equal to the product of (i) the present value of
the total anticipated excess inclusions with respect to such Residual
Certificate for periods after the transfer (determined by discounting the
anticipated excess inclusions from the end of each remaining calendar quarter in
which those excess inclusions are expected to accrue at the applicable Federal
rate based on the date on which the transfer occurs to the date the disqualified
organization acquires the residual interest) and (ii) the highest marginal
federal income tax rate applicable to corporations. Such a tax would generally
be imposed on the transferor of the Residual Certificate, except that where such
transfer is through an agent for a disqualified organization, the tax would
instead be imposed on such agent. However, a transferor of a Residual
Certificate would in no event be liable for such tax with respect to a transfer
if the transferee furnished to the transferor an affidavit stating the
transferee's social security number and that the transferee is not a
disqualified organization, and as of the time of the transfer, the transferor
does not have actual knowledge that such affidavit is false. An entity will 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 and that information needed for the application of the tax
described herein will be made available. Restrictions on the transfer of the
Residual Certificate and certain other provisions that are intended to meet
these requirements are contained in the Agreement. Certificateholders should
consult their advisors regarding the potential impact on them of such
restrictions.
For these purposes, a 'disqualified organization' means (i) the United
States, any State or political subdivision thereof, any foreign government, any
international organization, or any agency or instrumentality of the foregoing
(but would not include instrumentalities described in Code Section
168(h)(2)(D)), (ii) any organization (other than a cooperative described in Code
Section 521) which is exempt from tax unless such organization is subject to the
tax imposed by Code Section 511 or (iii) any organization described in Code
Section 1381(a)(2)(C).
In addition, if a 'pass-through entity' (as defined below) includes in
income excess inclusions with respect to a Residual Certificate, and a
disqualified organization is the record holder of an interest in such entity,
then a tax will be imposed on such pass-through entity equal to the product of
(i) the amount of excess inclusions on the Residual Certificate that are
allocable to the interest in the pass-through entity held by such disqualified
organization and (ii) the highest marginal federal income tax rate imposed on
corporations. A pass-through entity will not be subject to this tax for any
period, however, if the record holder of such interest furnishes to such
pass-through entity an affidavit that such record holder is not a disqualified
organization and, during such period, the pass-through entity does not have
actual knowledge that such affidavit is false. For these purposes, a
'pass-through entity' means any regulated investment company, real estate
investment trust, trust, partnership or certain other entities described in Code
Section 860E(e)(6).
Disregard of Certain Transfers
The REMIC Regulations provide that the transfer of a 'non-economic residual
interest' to a United States person will be disregarded for tax purposes if a
significant purpose of the transfer was to impede the assessment or collection
of tax. A Residual Certificate will constitute a non-economic residual interest
unless, at the time the interest is transferred, (i) the present value of the
expected future distributions with respect to the Residual Certificate equals or
exceeds the product of the present value of the anticipated excess inclusion
income and the highest corporate tax rate for the year in which the transfer
occurs, and (ii) the transferor reasonably expects that the transferee will
receive distributions from the REMIC in amounts sufficient to satisfy the taxes
on excess inclusion income as they accrue. 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 knowledge if (i) the transferor
conducted, at the time of the transfer, a reasonable investigation of the
financial condition of the transferee and, as a result of the investigation, the
transferor found that the transferee had historically paid its debts as they
came due and found no significant evidence to indicate that the transferee
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will not continue to pay its debts as they come due in the future; and (ii) the
transferee represents to the transferor that it understands that, as the holder
of the noneconomic residual interest, the transferee may incur tax liabilities
in excess of any cash flows generated by the interest and that the transferee
intends to pay taxes associated with holding the residual interest as they
become due.
A transfer of a Residual Certificate to a foreign person will be
disregarded if the Residual Certificate has tax avoidance potential. A Residual
Certificate will have tax avoidance potential unless, at the time of the
transfer, the transferor reasonably expects that, for each excess inclusion, the
REMIC will distribute to the transferee Residual Certificateholder an amount
that will equal at least 30 percent of the excess inclusion, and that each such
amount will be distributed at or after the time at which the excess inclusion
accrues and not later than the close of the calendar year following the calendar
year of accrual. Under the REMIC Regulations a safe harbor is provided under
which a transferor is treated as having a reasonable expectation if the 30
percent test would be satisfied were the mortgages held by a REMIC to prepay at
each rate within a range of rates from 50 percent to 200 percent of the rate
assumed under Code Section 1272(a)(6) with respect to the qualified mortgages
(or the rate that would have been assumed had the mortgages been issued with
original issue discount). If a transfer of a residual interest is disregarded,
the transferor would be liable for any Federal income tax imposed upon taxable
income that otherwise would be derived by the transferee from the REMIC.
Termination
A REMIC will terminate shortly following receipt by the REMIC of the final
payment in respect of the Mortgage Loans or upon a sale of the REMIC's assets
following the adoption by the REMIC of a plan of complete liquidation. The last
distribution on a Regular Certificate will be treated as a payment in retirement
of a debt instrument. In the case of a Residual Certificate, if the last
distribution on such Residual Certificate is less than the Residual
Certificateholder's adjusted basis in such Residual Certificate, such Residual
Certificateholder should be allowed a loss equal to the amount of such
difference.
Reporting and Other Administrative Matters
Solely for purposes of the administrative provisions of the Code, the REMIC
will be treated as a partnership and Residual Certificateholders will be treated
as partners. Unless otherwise stated in the related Prospectus Supplement, the
Master Servicer, which will hold at least a nominal amount of Residual
Certificates, will file REMIC federal income tax returns on behalf of the
related REMIC, and will be designated as and will act as the 'tax matters
person' with respect to the REMIC in all respects.
As the tax matters person, the Master Servicer will, subject to certain
notice requirements and various restrictions and limitations, generally have the
authority to act on behalf of the REMIC and the Residual Certificateholders in
connection with the administrative and judicial review of items of income,
deduction, gain or loss of the REMIC, as well as the REMIC's classification.
Residual Certificateholders will generally be required to report such REMIC
items consistent with their treatment on the REMIC's tax return and may in some
circumstances be bound by a settlement agreement between the Master Servicer, as
tax matters person, and the Internal Revenue Service concerning any such REMIC
item. 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.
Reporting of interest income, including any original issue discount, with
respect to Regular Certificates is required annually, and may be required more
frequently under Treasury Regulations. This requirement extends to certain
holders of Regular Certificates who are generally exempt from information
reporting on debt instruments. The REMIC also must comply with rules requiring a
Regular Certificate issued with original issue discount to disclose on its face
the amount of original issue discount and the issue date and requiring such
information to be reported to the Internal Revenue Service.
Because the particular applications of the general method for computing
accrued income are varied and complex and involve factual as well as legal
uncertainties, the extent to which income will be recognized in advance of the
receipt of cash under the original issue discount rules is uncertain. Additional
guidance is required from the Internal Revenue Service or other legal authority
before it is possible to determine definitely the proper methods for accruing
income on the Certificates. In the absence of additional guidance from the
Internal Revenue Service or other legal authority, the Master Servicer intends
to compute and report accrued
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income on the Certificates for tax purposes in a manner that it believes to be
consistent with the principles of the Code and the OID Regulations described
above. Because of the uncertainties discussed above, there can be no assurance
that the method adopted by the Master Servicer for reporting to holders of
Certificates will coincide with that ultimately adopted in final Treasury
Regulations. Accordingly, holders of Certificates should consult their tax
advisors regarding the method for reporting the amounts received or accrued with
respect to the Certificates. As long as the only 'Certificateholder' of record
is CEDE & Co., as nominee for DTC, Certificateholders and the IRS will receive
tax and other information from DTC Participants and indirect participants of DTC
rather than from the Master Servicer. (The Master Servicer, however, will
respond to requests for necessary information to enable DTC Participants,
indirect participants and certain other persons to complete their reports.)
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
Certificateholder's purchase price which the REMIC may not have, it appears that
only information pertaining to the appropriate proportionate method of accruing
market discount should be required to be reported.
Backup Withholding
Payments of interest and principal, as well as payments of proceeds from
the sale of Certificates, may be subject to 'backup withholding' under Code
Section 3406 at a rate of 31% if recipients of such payments fail to furnish to
the payor certain information, including their taxpayer identification numbers,
or otherwise fail to establish an exemption from such withholding. Any amounts
deducted and withheld from a distribution to a recipient would be allowed as a
credit against such recipient's Federal income tax. Furthermore, certain
penalties may be imposed by the Internal Revenue Service on a recipient of
payments that is required to supply information to the payor but that does not
do so in the proper manner.
Foreign Investors
A Regular Certificateholder that is not a 'United States person' (as
defined below) and is not subject to Federal income tax as a result of any
direct or indirect connection to the United States in addition to its ownership
of a Regular Certificate may be eligible for an exception to United States
Federal income or withholding tax in respect of a distribution on a Regular
Certificate, provided that the Certificateholder complies to the extent
necessary with certain identification requirements (including delivery of a
statement, signed by the Certificateholder under penalties of perjury,
certifying that such Certificateholder is not a United States person and
providing the name and address of such Certificateholder) and provided that the
Certificateholder is not (i) a '10 percent shareholder' within the meaning of
Code Section 871(h)(3)(B) or a controlled foreign corporation described in Code
Section 881(c)(3)(C). The application of these requirements in the REMIC context
is not entirely clear, and foreign investors seeking to qualify for this
exemption should consult their own tax advisors. While the matter is not free
from doubt, the foregoing tax exemption may not apply with respect to a Regular
Certificate held by a Residual Certificateholder, or by a Certificateholder that
owns directly or indirectly a 10% or greater interest in, or is a 'controlled
foreign corporation' as defined under the Code related to, a Residual
Certificateholder. If the Certificateholder does not qualify for exemption,
distributions of interest, including distributions in respect of accrued
original issue discount, to such Certificateholder may be subject to a tax rate
of 30%, subject to reduction under any applicable tax treaty. For these
purposes, 'United States person' means a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision thereof, or an
estate or trust whose income is subject to United States Federal income taxation
regardless of its source.
Unless otherwise stated in the related Prospectus Supplement, Residual
Certificateholders that are not United States persons should assume that
distributions of income on their Residual Certificates will be subject to a 30%
withholding tax (or such lesser rate as may be provided under any applicable tax
treaty). In the case of any income on a Residual Certificate that is an excess
inclusion, however, the rate of withholding will not be subject to reduction
under any applicable tax treaties. (See ' -- Taxation of Owners of Residual
Certificates -- Excess Inclusions' above.)
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Purchase of Both Regular and Residual Certificates
Any Certificateholder holding a 'regular interest' in the REMIC and persons
related to such Certificateholders should not acquire any interest identified as
a 'residual interest' in the REMIC and any Certificateholders holding a
'residual interest' in the REMIC and persons related to such Certificateholders
should not acquire any interest identified as a 'regular interest' in the REMIC,
without consulting their tax advisors as to any possible adverse tax
consequences.
INVESTMENT IN CERTIFICATES NOT REPRESENTING INTERESTS IN A REMIC
Classification of Trust Fund and Characterization of Investment in
Certificates
For purposes of the following discussion, Certificates of a Series
evidencing undivided ownership interests in a notional amount of principal of
each Mortgage Loan in a related Trust Fund together with interest thereon are
referred to as 'P&I Certificates,' and Certificates of a Series evidencing an
undivided ownership interest in a portion of the interest payable on a Notional
Amount of the Mortgage Loans in the related Trust Fund are referred to as 'IO
Certificates.'
Upon issuance of each Series of Certificates, unless a REMIC election is
made with respect to such Series, Mayer, Brown & Platt, counsel to the
Depositor, is of the opinion that the related Trust Fund will be treated as a
grantor trust under subpart E, Part I of Subchapter J of the Code and not as an
association taxable as a corporation. Such opinion will be filed prior to
issuance of such Series of Certificates as an exhibit to a post-effective
amendment or in a Current Report on Form 8-K. Moreover, each Certificateholder
of a Series will be treated as the owner of the undivided interest specified in
its Certificate in each of the Mortgage Loans in the related Trust Fund for each
Series. Accordingly, in the case of P&I Certificates, counsel to the Depositor
will deliver its opinion that, to the extent that the Trust Fund holds assets
described in the Code Sections set forth below, (i) subject to the satisfaction
of either the applicable holding period or the bona fide business requirement of
Code Section 593(d)(1)(D), P&I Certificates owned by a 'domestic building and
loan association,' a 'mutual savings bank,' or 'any cooperative bank without
capital stock organized and operated for mutual purposes and without profit'
within the meaning of Code Section 593(a) will represent an interest in
'qualifying real property loans' within the meaning of Code Section 593(d); (ii)
P&I Certificates owned by a 'domestic building and loan association' will
represent 'loans . . . secured by an interest in real property' within the
meaning of Code Section 7701(a)(19)(C)(v); (iii) P&I Certificates owned by a
real estate investment trust will represent 'real estate assets' within the
meaning of Code Sections 856(c)(5)(A) and 856(c)(6)(B) and interest in respect
of P&I Certificates will represent 'interest on obligations secured by mortgages
on real property or on interests in real property' within the meaning of Code
Section 856(c)(3)(B); and (iv) P&I Certificates owned by a REMIC will represent
an interest in 'obligation[s] (including any participation or certificate of
beneficial ownership therein) which [are] principally secured by an interest in
real property' within the meaning of Code Section 860G(a)(3). It is unclear,
however, to what extent, if any, an IO Certificate will be considered to
represent such interests. Prospective purchasers should consult their tax
advisors regarding whether an IO Certificate will be characterized as
representing such assets and whether the income therefrom will be characterized
as derived from such assets.
Taxation of Owners of P&I Certificates
TREATMENT AS STRIPPED BONDS. The rate at which a Certificateholder will be
required to recognize income on its Certificate may be affected by a separation
of the right to receive a portion of the interest on each Mortgage Loan in the
Trust Fund from the right to receive a portion of the principal. Such a
separation will occur with respect to each Mortgage Loan having a Trust Fund
issuing IO Certificates. Such a separation also will occur if the amount of the
Administration Fee exceeds reasonable compensation such that the Master Servicer
is treated as the owner of a portion of the interest payments on the Mortgage
Loans. There are no authoritative guidelines for Federal income tax purposes
regarding the maximum amount of servicing compensation that may be considered
reasonable in the context of this or similar transactions. However, the Service
has issued guidance establishing an elective 'safe harbor' for determining the
extent to which amounts that a taxpayer is entitled to receive under certain
mortgage servicing contracts represent reasonable compensation. If the safe
harbor is potentially applicable in a particular situation, the Mortgage
Servicer will disclose in the Prospectus Supplement relating to each Series of
Certificates whether it will elect to limit its
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compensation to an amount that will qualify as reasonable compensation under
such safe harbor. Such a separation also may occur upon the issuance of a
Certificate that represents an interest in principal payments to be made on
Mortgage Loans together with interest payable thereon at a rate in excess of the
rate at which interest is payable on such Mortgage Loans. Such
Certificateholders may be treated as having purchased two separate instruments:
first, a P&I Certificate representing their undivided interests in payments of
principal on such Mortgage Loans together with interest payments at a rate at or
below the rate at which interest is payable on such Mortgage Loans; and, second,
an IO Certificate representing their undivided interests in the remainder of the
payments of interest to be made on such Mortgage Loans to which their
Certificate entitles them.
Each Certificateholder in such a Trust Fund will be subject to the
'stripped debt' rules of Code Section 1286. As a result, the market discount
rules generally would not be applicable to the initial Certificateholders.
However, the Service has recently provided guidance under which certain mortgage
loans that are stripped bonds may be treated as market discount bonds governed
by Code Section 1278. This treatment is available only if the amount of the
original issue discount with respect to the stripped bond is determined to be de
minimis (see ' -- Qualification as a REMIC -- Taxation of Owners of Regular
Certificates -- Original Issue Discount') or the annual stated rate of interest
payable on the stripped bond is no more than 100 basis points lower than the
annual stated rate of interest payable on the original bond from which it (and
any other stripped bonds or coupons) were stripped. If these requirements are
met, and if the stripped bond has market discount (see ' -- Qualification as a
REMIC -- Taxation of Owners of Regular Certificates -- Market Discount'), the
Certificateholder may include such market discount as principal is repaid or
upon disposition of the Certificate at a gain or may elect to include such
income currently on the basis of either ratable accrual or a constant instant
rate method. If the market discount rules do not apply, each Certificateholder
in such a Trust Fund (whether a cash or accrual method taxpayer) will be
required to report the income (including interest that is added to principal as
Deferred Interest resulting from negative amortization) that is deemed to accrue
for each day with respect to the Certificate under a constant yield to maturity
method, in accordance with the original issue discount rules of the Code.
In general, the amount of such income that accrues for each day would equal
(i) the product of such Certificateholder's adjusted issue price of such P&I
Certificate at the beginning of an accrual period and the yield of such P&I
Certificate to such holder (ii) allocated ratably to each day in the accrual
period. See ' -- Qualification as a REMIC -- Taxation of Owners of Regular
Certificates -- Original Issue Discount' above. Such yield would be computed as
the rate (assuming monthly compounding) that, if used to discount the
Certificateholder's share of future payments on the Mortgage Loans, would cause
the present value of those future payments to equal the price at which the
Certificateholder purchased such Certificate. In computing accrued income under
the stripped debt rules, a Certificateholder's share of future payments on the
Mortgage Loans will not include any payments made in respect of any ownership
interest in the Mortgage Loans retained by the Depositor or its affiliates, but
will include such Certificateholder's share of any reasonable servicing fees and
other expenses.
There is considerable uncertainty, however, concerning the application of
Code Section 1272(a)(6) and the OID Regulations to instruments such as the P&I
Certificates. Among other things, it is unclear whether provisions of the 1986
Act requiring use of a prepayment assumption in accruing original issue discount
would be applicable to the P&I Certificates in the absence of Treasury
Regulations or whether use of a prepayment assumption may be permitted without
reliance on these rules. It also is not clear whether any other adjustments
would be required to reflect differences between an assumed prepayment rate and
the actual rate of prepayments. Certificateholders are advised to consult their
tax advisors concerning whether a prepayment assumption should be used in
reporting original issue discount with respect to P&I Certificates.
In the case of a P&I Certificate acquired at a price approximately equal to
the principal amount of the Mortgage Loans allocable to such Certificate, the
use or non-use of a reasonable prepayment assumption would not cause the income
required to be reported under the stripped debt rules to differ materially from
the income such Certificateholder would be required to report under an accrual
method of accounting if the stripped debt rules did not apply. In the case,
however, of a P&I Certificate acquired at a discount from, or premium over, such
principal amount, the use of a reasonable prepayment assumption would increase
or decrease the yield used in calculating accruals of income, and thus
accelerate or decelerate, respectively, the reporting of income.
If no prepayment assumption is used, then when a Mortgage Loan prepays in
full, the holder of a P&I Certificate acquired at a discount generally will
recognize ordinary income equal to the difference between the
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portion of the prepaid principal amount of the Mortgage Loan that is allocable
to such Certificate and the portion of the adjusted basis of such Certificate
that is allocable to such Certificateholder's interests in the Mortgage Loan. If
a prepayment assumption is used, it appears that no income or loss should be
recognized upon a prepayment unless prepayments have occurred at a rate
different than the assumed prepayment rate.
VARIABLE RATE CERTIFICATES. Although the OID Regulations are subject to a
different interpretation, in the absence of substantial legal authority to the
contrary the Master Servicer intends to treat Mortgage Loans subject to the
stripped debt rules and bearing a variable rate of interest as subject to the
provisions of the OID Regulations governing variable rate debt instruments. In
computing the accrual or original issue discount, the Master Servicer may be
required to use the methods described in Code Section 1272(a)(6). With respect
to the application of Code Section 1272(a)(6) to the accrual of original issue
discount, see generally ' -- Qualification as a REMIC -- Taxation of Owners of
Regular Certificates -- Original Issue Discount' above. Under the OID
Regulations, interest payments on a variable rate debt instrument may be
characterized as qualified stated interest includible in income when accrued,
original issue discount includible in income when accrued under the original
issue discount rules, or contingent interest payments generally includible in
income in the taxable year in which the payments become fixed. Although the OID
Regulations generally permit a variety of interest rate adjustment mechanisms to
produce 'qualified stated interest' (e.g., one or more 'qualified floating
rates,' 'qualified inverse floating rates,' or 'objective rates') where each
qualified floating rate or objective rate in effect during an accrual period is
set at a current value of that rate, the use of these formulas may in some cases
produce accelerated or deferred interest which must be accrued under a constant
yield method (which could require accrual in advance of the receipt of a
corresponding payment of cash). Moreover, prospective purchasers of P&I
Certificates bearing a variable rate of interest should be aware that the
provisions in the OID Regulations applicable to variable rate instruments may
not apply to the particular rate adjustment mechanisms for the Mortgage Loans or
Mortgage Certificates. If variable rate P&I Certificates are not governed by the
provisions applicable to variable rate debt instruments, the OID Regulations
provide that such Certificates would be subject to the provisions applicable to
instruments having contingent payments. See ' -- Taxation of Owners of IO
Certificates -- Possible Application of Proposed Contingent Payment Rules'
below. The application of those provisions to instruments such as the P&I
Certificates is subject to differing interpretations. Prospective purchasers of
variable rate P&I Certificates are advised to consult their tax advisors
concerning the tax treatment of such Certificates.
IF STRIPPED BOND RULES DO NOT APPLY. If the stripped bond rules do not
apply to a P&I Certificate, the Certificateholder will be required to report its
pro rata share of the interest income on the Mortgage Loans in accordance with
such Certificateholder's normal method of accounting. However, if the rules
relating to market discount, original issue discount, or premium are applicable,
the amount includible in income on account of a P&I Certificate may differ
significantly from the amount payable thereon from payments of interest on the
Mortgage Loans.
The original issue discount rules will apply to a P&I Certificate to the
extent it evidences an interest in Mortgage Loans or Mortgage Certificates
issued with original issue discount. Under the OID Regulations a Mortgage Loan
would have original issue discount if the points charged at origination (or
other loan discount) exceeded a specified de minimis amount (generally, the
greater of one-sixth of one percent times the number of full years to final
maturity or one-fourth of one percent times the weighted average maturity). The
OID Regulations also treat certain variable rate mortgage loans as having
original issue discount if the loan has an initial rate of interest that differs
from that determined by the formula for setting the interest rate during the
remainder of the loan or if the loan uses an index that does not vary in a
manner approved in the OID Regulations. For a general discussion of the
treatment of variable rate interest, see ' -- Taxation of Owners of P&I
Certificates -- Variable Rate Certificates' above. Generally, original issue
discount would be accrued on the basis of a constant yield to maturity. However,
the application of the original issue discount rules to the Mortgage Loans is
unclear in certain respects. See ' -- Treatment as Stripped Bonds,' above.
PREMIUM AND MARKET DISCOUNT. Determination of adjustments to a
Certificateholder's income based on premium or market discount with respect to a
Certificate requires that the purchase price of the Certificate be allocated
among the Mortgage Loans constituting the Trust Fund. Generally, such allocation
will provide a tax basis for the Certificateholder's undivided interest in each
Mortgage Loan and will be made on the basis of the relative fair market values
of the Certificateholder's undivided interest in the Mortgage Loans.
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A Certificateholder that acquires an interest in a Mortgage Loan at a
premium may elect under Code Section 171 to amortize such premium under a
constant yield to maturity method over the life of the Mortgage Loan.
Certificateholders should consult their tax advisors concerning whether a
prepayment assumption should be used in calculating yield and concerning
possible alternative methods for amortizing premium.
An investor also should be aware that the Internal Revenue Service may take
the position that the method described below for accruing income under the
current proposed Treasury Regulations applicable to debt instruments providing
for contingent payments applies to a P&I Certificate purchased at such a premium
because all or a portion of its issue price (the 'Contingent Principal') may not
be recovered if the related Mortgage Loans were prepaid. See ' -- Taxation of
Owners of IO Certificates -- Possible Application of Proposed Contingent Payment
Rules' below. The method of accruing income under the contingent payment rules
may be more likely to be applied if the difference between the issue price of
the Certificate and the amount of Contingent Principal is substantial.
If the portion of a P&I Certificate's purchase price allocable to a
Mortgage Loan in the Trust Fund is less than the Certificateholder's undivided
interest in the Mortgage Loan's 'revised issue price' (the sum of the issue
price and the previously accrued original issue discount reduced by the sum of
all prior payments of the stated redemption price at maturity), such excess is
'market discount.' A Certificateholder that acquires an interest in a Mortgage
Loan with market discount generally will be required under Code Section 1276 to
include accrued and previously unrecognized market discount in income as
ordinary income to the extent of payments of the stated redemption price at
maturity received on the Mortgage Loan at the time that each such payment is
received. In addition, on a sale or other disposition of the P&I Certificate, a
Certificateholder will be required to include as ordinary income any gain to the
extent of accrued and previously unrecognized market discount. Pending the
issuance of Treasury Regulations, market discount may be treated as accruing
either (i) under a constant yield to maturity method, (ii) in proportion to the
original issue discount accruing on a Mortgage Loan, or (iii) in proportion to
the stated interest in the absence of original issue discount. Alternatively, a
Certificateholder may elect to include accrued market discount in income
currently on all market discount obligations acquired by such Certificateholder
during the taxable year in which such election is made and thereafter. A
Certificateholder should be aware that Code Section 1277 may limit the
deductibility of interest paid or accrued to purchase or carry a Mortgage Loan
that is acquired at a market discount unless the election is made to include
accrued market discount in income currently. Certificateholders should consult
their tax advisors as to the application of this rule and the advisability of
making any elections under the market discount rules in their particular
circumstances.
Taxation of Owners of IO Certificates
Because the 'stripped debt' rules of Code Section 1286 will apply to the IO
Certificates, income on the IO Certificates must be accrued under the original
issue discount provisions of the Code. The regulations that have been issued to
date under Code Section 1286 do not address the treatment of stripped coupons,
and it is uncertain how the Section will be applied to securities such as the IO
Certificates. The OID Regulations do not include rules relating specifically to
'stripped coupons,' although they provide guidance as to how the original issue
discount sections of the Code will generally be applied. The discussion below
assumes that an IO Certificateholder will not own any P&I Certificates. IO
Certificateholders should consult their tax advisors concerning the method to be
used in reporting income or loss with respect to the IO Certificates.
Under the stripped coupon rules, it appears that original issue discount
will be required to be accrued for each day on the IO Certificates based on a
constant yield to maturity method. See ' -- Taxation of Owners of P&I
Certificates -- Treatment as Stripped Bonds,' above. It is unclear in the
absence of Treasury Regulations whether a reasonable prepayment assumption is
required or permitted to be applied to calculate such yield to maturity under a
provision of the Tax Reform Act of 1986 (the '1986 Act'). The accrual of income
on the IO Certificates will be significantly slower if a reasonable prepayment
assumption is permitted to be made than if yield is computed assuming no
prepayments.
POSSIBLE APPLICATION OF PROPOSED CONTINGENT PAYMENT RULES. Under the OID
Regulations, debt instruments providing for contingent payments are subject to
different rules than debt instruments providing for non-contingent payments. To
the extent that all or a portion of the issue price ('Contingent Principal') of
the IO Certificates would not be recovered if the related Mortgage Loans were
prepaid, the IO Certificates could be
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considered to be debt instruments providing for contingent payments within the
meaning of the current Treasury Regulations dealing with debt instruments that
provide for contingent payments.
Treasury Regulations concerning the treatment of debt instruments providing
for one or more contingent payments became effective on June 14, 1996 (the
'Contingent Payment Regulations') for debt instruments issued on or after August
13, 1996. Although the Assets may include debt instruments issued before August
13, 1996 (and thus not technically subject to the Contingent Payment
Regulations), the issuer expects to treat any contingent payments on both sets
of instruments in accordance with the Contingent Payment Regulations.
The Contingent Payment Regulations establish a 'noncontingent bond method'
for the treatment of debt instruments providing for contingent payments that are
issued for money or other publicly traded property. Under this method, the
holder of a contingent payment debt instrument will generally be required to
accrue interest on the debt instrument on the basis of a projected schedule of
the contingent and noncontingent payments to be made on the debt instrument
prepared by the issuer. Such interest accruals will be required to be calculated
on an economic accrual basis applying rules similar to those applicable to
noncontingent debt instruments issued with original issue discount treating none
of the payments on the debt instrument as 'qualified stated interest.' In
formulating the projected payment schedule, the issuer will be required to take
into account the noncontingent payments provided by the debt instrument, any
readily available forward price quotes for property rights that are
substantially similar to the right to any contingent payments on the debt
instrument and any readily available spot price quotes for an option or
combination of options that are substantially similar to the right to any
contingent payments on the debt instrument. If the debt instrument contains
contingent payments for which such forward or spot quotes are not readily
available, the payment schedule will be required to result in a reasonable yield
for the debt instrument that reflects any quotable contingent payments and the
relative expected values of any nonquotable contingent payments.
In the event that the amount of a contingent payment varies from its
projected amount, the holder will generally be required to include such variance
as a positive or negative adjustment to income in the year in which the payment
is made. Positive adjustments will be treated as ordinary interest income while
negative adjustments will result in ordinary loss. The amount of such ordinary
loss allowable for the year will be limited to the excess of the total interest
accrued to date on the debt instrument over the total amount of any negative
adjustments included as ordinary loss in previous years.
The Contingent Payment Regulations generally treat any gain on sale of a
contingent payment debt instrument as ordinary interest income. Loss realized on
sale of a contingent payment debt instrument is treated as ordinary loss to the
extent of the excess of the total interest accrued on the debt instrument to the
date of sale over the total amount of any negative adjustments previously
included in income. Any remaining loss is treated as capital loss.
Under such provisions, each holder of an IO Certificate which has
Contingent Principal will generally be required to accrue interest under the
'noncontingent bond method.' Although the issuer intends to provide to holders a
projected schedule under the 'noncontingent bond method,' holders should consult
their own tax advisers regarding the application of the Contingent Payment
Regulations.
Administration Fee, Voluntary Advances and Subordinated Amount
The income received with respect to a Certificate generally includes
amounts not paid to the Certificateholder because they are used to pay the
Administration Fee. Subject to certain limitations on the deductibility by
individual Certificateholders of certain categories of expenses under Code
Section 67 and the reduction of certain deductible expenses for individual
Certificateholders under Code Section 68 (see ' -- Qualification as a
REMIC -- Pass-Through of Miscellaneous Itemized Deductions' above), each
Certificateholder may deduct its allocable share of the Administration Fee paid
to or retained by the Master Servicer (to the extent such fee constitutes
reasonable compensation for the services rendered by the Master Servicer) at
such times and in such manner as it would have been deducted under such
Certificateholder's tax accounting method had it actually received such amounts
and paid them to the Master Servicer. Payments of Voluntary Advances and
payments in respect of the Subordinated Amount, if any, to Certificateholders
should be treated as having the same character as the payments they replace.
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Sales of Certificates
Except as provided above with respect to accrued market discount (under
' -- Taxation of Owners of P&I Certificates -- If Stripped Bond Rules Do Not
Apply,' above, and, in the case of banks and other financial institutions,
except as provided under Code Section 582(c)), any gain or loss, equal to the
difference between the amount realized on the sale and the adjusted basis of
such Certificate, recognized on the sale or exchange of a Certificate by an
investor who holds such Certificate as a capital asset, will be capital gain or
loss. The Federal income tax rates applicable to capital gains for taxpayers
other than individuals, estates, and trusts are currently the same as those
applicable to ordinary income. However, the maximum ordinary income tax rate for
individuals, estates, and trusts is generally 39.6%, whereas the maximum
long-term capital gains rate for such taxpayers is 20% for capital assets held
for more than 18 months, and 28% for capital assets held for more than 12 months
and not more than 18 months. Capital losses generally may be used by a corporate
taxpayer only to offset capital gains, and by an individual taxpayer only to the
extent of capital gains plus $3,000 of other income.
The adjusted basis of a Certificate will generally equal its cost,
increased by any income reported by the seller and reduced (but not below zero)
by any previously reported losses and by any distributions with respect to such
Certificate.
Purchasers of Certificates should be aware that, if income must be accrued
with respect to such a Certificate as if it were a separate instrument, it may
not be possible to determine whether the adjusted tax basis of the Certificate
will be recovered in full until all of the Mortgage Loans in the related Trust
Fund have been paid or otherwise discharged. Conversely, if income must be
accrued with respect to each such Certificateholder's undivided interest in each
Mortgage Loan in the related Trust Fund, it is likely that a portion of such
Certificateholder's adjusted tax basis will have to be allocated to each such
undivided interest. It then should be possible to determine whether the adjusted
tax basis allocable to an undivided interest in a Mortgage Loan in the related
Trust Fund has been recovered at the time the Mortgage Loan is paid or
discharged. Such an approach may result in the earlier recognition of any losses
attributable to such a Certificateholder's unrecovered adjusted tax basis than
if the Certificate were treated as a separate instrument. However, because of
the uncertainties involved and in the absence of substantial legal authority to
the contrary, the Master Servicer does not intend to allocate the adjusted tax
basis of such a Certificateholder in its Certificate to the undivided interest
in each Mortgage Loan represented by the Certificate nor to determine and report
whether any such allocable adjusted tax basis has been recovered at the time a
Mortgage Loan in the related Trust Fund is paid or discharged. Due to the
existence of the Subordinated Amount, the effect of such treatment by the Master
Servicer is not expected to be significant with respect to a P&I
Certificateholder.
Reporting
The Master Servicer will furnish to each holder of a P&I Certificate with
each distribution a statement setting forth the amount of such distribution
allocable to principal on the underlying Mortgage Loans and to interest thereon
at the related Pass-Through Rate. In addition, the Master Servicer will furnish,
within a reasonable time after the end of each calendar year, to each holder of
a Certificate who was such a holder at any time during such year, information
regarding the amount of servicing compensation received by the Master Servicer
and sub-servicers (if any) and such other customary factual information as the
Master Servicer deems necessary or is required by law to enable holders of
Certificates to prepare their tax returns. However, as long as the only
'Certificateholder' of record is CEDE & Co., as nominee for DTC,
Certificateholders and the IRS will receive tax and other information from DTC
Participants and indirect participants rather than the Master Servicer. (The
Master Servicer, however, will respond to requests for necessary information to
enable DTC Participants, indirect participants and certain other persons to
complete their reports.)
Because the particular applications of the general method for computing
accrued income are varied and complex and involve factual as well as legal
uncertainties, the extent to which income will be recognized in advance of the
receipt of cash under the original issue discount rules is uncertain. Additional
guidance is required from the Internal Revenue Service or other legal authority
before it is possible to determine definitely the proper methods for accruing
income on the Certificates. In the absence of additional guidance from the
Internal Revenue Service or other legal authority, the Master Servicer intends
to compute and report accrued income on the Certificates for tax purposes in a
manner that it believes to be consistent with the principles of the Code and the
OID Regulations described above. Because of the uncertainties discussed above,
there can be no
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assurance that the method adopted by the Master Servicer for reporting to
holders of Certificates will coincide with that ultimately adopted in final
Treasury Regulations. Accordingly, holders of Certificates should consult their
tax advisors regarding the method for reporting the amounts received or accrued
with respect to the Certificates. The Trustee intends in reporting information
relating to original issue discount to Certificateholders of record (which, in
the case of Certificates registered to CEDE & Co., as nominee of DTC, shall be
distributed to Certificate Owners by DTC Participants and indirect participants
of DTC) to provide such information on an aggregate pool-wide basis. Although
there are provisions in the OID Regulations that suggest that the computation of
original issue discount on such a basis is either appropriate or required, it is
possible that investors may be required to compute original issue discount on a
Mortgage Loan by Mortgage Loan basis taking account of an allocation of their
basis in the Certificates among the interests in the various Mortgage Loans
represented by such Certificates according to their respective fair market
values. Investors should be aware that it may not be possible to reconstruct
after the fact sufficient Mortgage Loan by Mortgage Loan information should the
Internal Revenue Service require computation on that basis. See ' -- Sales of
Certificates' above.
Backup Withholding
In general, the rules described in ' -- Qualification as a REMIC -- Backup
Withholding' above, will also apply to Certificates.
Foreign Investors
In general, the discussion with respect to Regular Certificates in
' -- Qualification as a REMIC -- Foreign Investors' above, applies to
Certificates.
STATE TAX CONSIDERATIONS
In addition to the Federal income tax consequences described in 'Certain
Federal Income Tax Consequences' above, potential investors should consider the
state income tax consequences of the acquisition, ownership, and disposition of
the Certificates. State 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. Therefore, potential investors
should consult their own tax advisors with respect to the various tax
consequences of investments in the Certificates.
ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended ('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
herein, subject to the provisions of applicable state law. Any such plan which
is qualified and exempt from taxation under Code Sections 401(a) and 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 a final regulation concerning the definition of what constitutes the
assets of a Plan. (29 C.F.R. 'SS' 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
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certain circumstances. However, the regulation provides that, generally, the
assets of an entity 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
the regulation, is a security that is widely held, freely transferable and
registered under the Exchange Act. The related Prospectus Supplement will
indicate whether the Certificates constitute publicly-offered securities for the
purpose of this exception.
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. For example, an
investment in the Certificates by a Plan to which the Depositor, the Master
Servicer or Trustee is a Party in Interest would constitute a prohibited
transaction unless an exemption is available. In addition, 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 if
any of the mortgagors is a Party in Interest to the Plan unless an 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' (as defined below) in the initial issuance of
such certificates. PTE 83-1 permits, subject to certain conditions, transactions
which 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' (as defined
below), 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 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 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 25%
of all Certificates, and at least 50% of the Certificates are purchased by
persons independent of the pool sponsor or pool trustee.
A 'mortgage pool pass-through certificate' for the purpose of PTE 83-1 is
defined as a certificate representing a beneficial undivided fractional interest
in a mortgage pool and entitling the holder of such certificate to pass-through
payments of principal and interest from the pooled mortgage loans, less any fees
retained by the pool sponsor. Certain Classes of Certificates may, if specified
in the related Prospectus Supplement, not qualify as mortgage pool pass-through
certificates as so defined, and therefore PTE 83-1 may not be applicable with
respect to such Classes of Certificates, including: (i) Classes of Certificates,
such as Subordinated 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; (ii) Classes of Certificates that
evidence the beneficial ownership in a Trust Fund divided into Mortgage Loan
Groups; (iii) Classes of Certificates that evidence beneficial ownership of a
specified percentage of interest payments only or principal payments only, or a
notional amount of either principal or interest payments; and (iv) Classes of
Certificates that evidence an interest in a Pool organized as a REMIC. In
addition, PTE 83-1 applies only where the mortgage pool is limited to
single-family residential property. PTE 83-1 defines 'single-family residential
property' as non-farm property comprising one to four dwelling units, and
condominiums. Therefore, PTE 83-1 may not be available for Classes of
Certificates representing a beneficial interest in a mortgage pool which
includes: (i) multi-family mortgage loans; or (ii) loans secured by shares
issued by a cooperative housing association.
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 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 payment retained by the pool sponsor, together with other
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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 Pool. Certain Series or Classes of Certificates may be
protected though a subordination of other Classes of Certificates, a
subordination by shifting of interests, a reserve fund or other form of credit
enhancement described in the related Prospectus Supplement. In the absence of a
ruling that the system of insurance or other protection with respect to a Series
or Class 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. In addition, such subordination or other form of credit enhancement
maintained with respect to a Series or Class of Certificates will not satisfy
the first general condition referred to above unless it 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. With respect to the second general condition referred to above, the
Trustee will not be affiliated with the Depositor. There can be no assurance
that the third general condition will be satisfied with respect to the
Certificates.
One or more exemptions may be available, however, with respect to certain
transactions to which PTE 83-1 is not applicable, depending in part upon the
type of Plan fiduciary making the decision to acquire a Certificate and the
circumstances under which such decision is made, including but not limited to:
Prohibited Transaction Exemption 90-1, regarding investments by insurance
company pooled separate accounts; Prohibited Transaction Exemption 91-38,
regarding investments by bank collective investment funds; Prohibited
Transaction Exemption 84-14, regarding transactions effected by a 'qualified
professional asset manager,' or Prohibited Transaction Exemption 95-60,
regarding investments by insurance company general account. However, even if the
conditions specified in one or more of these exemptions are met, the scope of
the relief provided by these exemptions might not cover all of the transactions
involved.
The DOL has issued individual exemptions to a number of firms that may
serve as underwriter for a particular Series of Certificates (collectively
referred to as the 'Underwriter Exemption') which apply to certain sales and
servicing of 'certificates' that are obligations of a 'trust' with respect to
which such firm is the placement agent or underwriter, manager or co-manager of
an underwriting syndicate. The Underwriter Exemption provides relief which is
generally similar to that provided by PTE 83-1, but is broader in several
respects. The related Prospectus Supplement will indicate whether the particular
underwriter has been granted an Underwriter Exemption.
The Underwriter Exemption contains several requirements, some which differ
from those in PTE 83-1. The Underwriter Exemption contains an expanded
definition of 'certificate' which includes an interest which entitles the holder
to pass-through payments of principal, interest and/or other payments and a
certificate denominated as debt that represents an interest in a REMIC. The
Underwriter Exemption contains an expanded definition of 'trust,' which may
include obligations secured by shares issued by a cooperative housing
association and loans secured by multi-family residential and commercial real
property, as well as loans secured by single-family residential real property.
In addition, the Underwriter Exemption does not require the loans, the property
securing the loans or the Certificateholders to be covered by a system of
Insurance. The definition of 'trust,' however, does not include any investment
pool unless, inter alia, (i) the Investment pool consists only of assets of the
type which have been included in other investment pools, (ii) certificates
evidencing interests in such other investment pools have been purchased by
investors other than Plans for at least one year prior to the Plan's acquisition
of certificates pursuant to the Underwriter Exemption, and (iii) certificates in
such other investment pools have been rated in one of the three highest generic
rating categories of the four credit rating agencies noted below. The general
conditions applicable to the Underwriter Exemption include: (i) the acquisition
of the certificates by a Plan must be 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; (ii) the rights and interests
evidenced by the certificates must not be 'subordinated' to the rights and
interests evidenced by other certificates of the same trust; (iii) certificates
acquired by a Plan must have received a rating at the time of their acquisition
that it is in one of the three highest generic rating categories of Standard &
Poor's Corporation, Moody's Investors Service, Inc., Duff & Phelps Inc. or Fitch
Investors Service, Inc.; (iv) the pool trustee must not be an affiliate of the
pool sponsor, nor an affiliate of the underwriter, the pool servicer, any
obligor with respect to mortgage loans included in the trust constituting more
than five percent of the aggregate unamortized principal balance of the assets
in the trust, or any affiliate of such entities; and (v) any Plan investing in
the certificates must be an 'accredited investor' as defined in Rule 501(a)(1)
of Regulation D of the Securities and Exchange Commission under the Securities
Act.
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<PAGE>
It is not clear whether the exemptions referenced above apply to
participant directed plans as described in Section 404(c) of ERISA or plans that
are subject to Section 4975 of the Code but that are not subject to Title I of
ERISA, such as certain Keogh plans and certain individual retirement accounts.
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 an exemption, and the potential consequences in the 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 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.
PLAN OF DISTRIBUTION
The Depositor may sell the Certificates in any of three ways: (i) through
underwriters or dealers; (ii) directly to a limited number of purchasers or to a
single purchaser, or (iii) through agents. The Prospectus Supplement relating to
a Series of Certificates will set forth the terms of the offering of such Series
of Certificates including the name or names of any underwriters, dealers or
agents, the purchase price of such Certificates and the proceeds to the
Depositor from such sale, any underwriting discounts and other items
constituting underwriters' compensation and any discounts and commissions
allowed or paid to dealers. Any initial public offering prices and any discounts
or concessions allowed or reallowed or paid to dealers may be changed from time
to time.
If so specified in the Prospectus Supplement relating to a Series of
Certificates, the Depositor or any affiliate thereof may purchase or retain some
or all of one or more Classes of Certificates of such Series. Such purchaser may
thereafter from time to time offer and sell, pursuant to this Prospectus, some
or all of such Certificates so purchased directly, through one or more
underwriters to be designated at the time of the offering of such Certificates
or through broker-dealers acting as agent and/or principal. Such offering may be
restricted in the manner specified in the related Prospectus Supplement. Such
transactions may be effected at market prices prevailing at the time of sale, at
negotiated prices or at fixed prices. In addition, the Depositor or an affiliate
of the Depositor may pledge Certificates retained or purchased by the Depositor
in connection with borrowings or use them in repurchase transactions.
If any Certificates of any Series are sold through underwriters, the
Prospectus Supplement relating thereto will describe the nature of the
obligation of the underwriters to purchase such Certificates. The Certificates
may be offered to the public either through underwriting syndicates represented
by one or more managing underwriters or directly by one or more underwriting
firms acting alone. The underwriter or underwriters with respect to a particular
underwritten offering of Certificates will be named in the Prospectus Supplement
relating to such offering, and, if an underwriting syndicate is used, the
managing underwriter or underwriters will be set forth on the cover of the
related Prospectus Supplement. Unless otherwise set forth in a Prospectus
Supplement, the obligation of the underwriters to purchase any Certificates of
the related Series will be subject to certain conditions precedent, and the
underwriters will be obligated to purchase all of such Certificates if any are
purchased.
Underwriters and agents who participate in the distribution of a Series of
Certificates may be entitled under agreements which may be entered into by the
Depositor to indemnification by the Depositor against certain liabilities,
including liabilities under the Securities Act, as amended, or to contribution
with respect to payments which the underwriters or agents may be required to
make in respect thereof.
The Prospectus Supplement with respect to any Series of Certificates
offered other than through underwriters will contain information regarding the
nature of such offering and any agreements to be entered into between the
Depositor and dealers for the Certificates of such Series.
Certain affiliates of the Depositor, including ABN AMRO Incorporated
('AAI'), may act as agents or underwriters in connection with the sale of a
Series of Certificates. AAI is a separately incorporated, wholly-owned indirect
non-bank subsidiary of ABN AMRO Bank N.V. ('ABN AMRO'). AAI is not a bank.
Securities sold, offered or recommended by AAI are not deposits, are not insured
by the Federal Deposit Insurance Corporation, are not guaranteed by, and are not
otherwise obligations of, any bank or thrift affiliate of AAI and involve
investment risks, including the possible loss of principal.
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Any affiliate of the Depositor acting as agent or underwriter in connection
with the sale of a Series of Certificates will be named, and its affiliation
with the Depositor described, in the Prospectus Supplement with respect to such
Series. With respect to underwritten offerings, any such affiliates not named in
the Prospectus Supplement will not be parties to the related underwriting
agreement, will not be purchasing the related Certificates from the Depositor
and will have no direct or indirect participation in the underwriting of such
Certificates, although such affiliates may participate in the distribution of
such Certificates under circumstances entitling it to a dealer's commission. An
affiliate of the Depositor may act as a placement agent with respect to
Certificates not offered through underwriters. If an affiliate does act as
placement agent on behalf of the Depositor in the sale of Certificates, it will
receive a selling commission which will be disclosed in the related Prospectus
Supplement. To the extent permitted by law, certain affiliates of the Depositor,
including AAI, may purchase Certificates acting as principal.
The Depositor anticipates that the Certificates will be sold primarily to
institutional investors. Purchasers of Certificates, including dealers, may,
depending on the facts and circumstances of such purchases, be deemed to be
'underwriters' within the meaning of the Securities Act in connection with
re-offers and sales by them of Certificates. Certificateholders should consult
with their legal advisors in this regard prior to any such re-offer or sale.
There is currently no secondary market for the Certificates. The Depositor
does not intend to make a secondary market for the Certificates. There can be no
assurance that a secondary market for the Certificates will develop or, if it
does develop, that it will continue. The Certificates will not be listed on any
securities exchange.
LEGAL INVESTMENT
Unless otherwise specified in the Prospectus Supplement for a Series, the
Certificates rated in one of the two highest rating categories by one or more
Rating Agencies will constitute 'mortgage-related securities' for purposes of
the Secondary Mortgage Market Enhancement Act of 1984 ('SMMEA') and, as such,
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
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. 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 were acquired prior to the enactment of such legislation.
Pursuant to SMMEA, a number of states enacted legislation, on or before the
October 3, 1991 cut-off for such enactments, limiting to varying extents the
ability of certain entities to invest in 'mortgage-related securities,' in most
cases by requiring the affected investors to rely solely upon existing state
law, and not SMMEA. Accordingly, the investors affected by such legislation will
be authorized to invest in the Securities only to the extent provided in such
legislation.
SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in Certificates
without limitation as to the percentage of their assets represented thereby;
federal credit unions may invest in the Certificates; 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. 'SS' 24
(Seventh), subject in each case to such regulations as the applicable federal
authority may prescribe.
On April 23, 1998, the Federal Financial Institutions Examination Counsel
issued a revised supervisory policy statement (the '1998 Policy Statement')
applicable to all depository institutions, setting forth guidelines for
investments in 'high-risk mortgage securities.' The 1998 Policy Statement has
been adopted by the Federal Reserve Board, the Office of the Comptroller of the
Currency, the FDIC, the National Credit Union Administration (the 'NCUA') and
the Office of Thrift Supervision (the 'OTS') with an effective date of May 26,
1998. The 1998 Policy Statement rescinds a 1992 policy statement that had
required, prior to purchase, a depository institution to determine whether a
mortgage derivative product that it is considering acquiring is high-
88
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<PAGE>
risk, and, if so, that the proposed acquisition would reduce the institution's
overall interest rate risk. The 1998 Policy Statement eliminates former
constraints on investing in certain 'high-risk' mortgage derivative products and
substitutes broader guidelines for evaluating and monitoring investment risk.
The predecessor of the OTS issued a bulletin, entitled, 'Mortgage
Derivative Products and Mortgage Swaps,' which is applicable to thrift
institutions regulated by the OTS. The bulletin established guidelines for the
investment by savings institutions in certain 'high-risk' mortgage derivative
securities and limitations on the use of such securities by insolvent,
undercapitalized or otherwise 'troubled' institutions. According to the
bulletin, such 'high-risk' mortgage derivative securities include securities
having certain specified characteristics, which may include certain classes of
Certificates. The OTS is, however, proposing to adopt revised requirements based
on the 1998 Policy Statement. In addition, the NCUA has issued regulations
governing federal credit union investments which prohibit investment in certain
specified types of securities, which may include certain classes of
Certificates. Similar policy statements have been issued by regulators having
jurisdiction over other types of depository institutions.
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 review any applicable or proposed rules,
regulations and guidelines and consult their own legal advisors in determining
whether and to what extent the Certificates constitute legal investments for
such investors.
Securities that do not constitute 'mortgage-related securities' under SMMEA
will require registration, qualification or an exemption under applicable state
securities laws to meet requirements for legal investments.
LEGAL MATTERS
The legality of the Certificates of each Series, including certain Federal
income tax consequences with respect thereto, will be passed upon for the
Depositor by Mayer, Brown & Platt, Chicago, Illinois and, as to certain matters
relating to corporate law, Kirk P. Flores, Esq., in-house counsel to the
Depositor and the Master Servicer.
RATING
It is a condition to the issuance of the Certificates offered by means of
this Prospectus and the related Prospectus Supplement that they shall have
received a rating of not less than Investment Grade by the Rating Agency or
Agencies identified in such Prospectus Supplement.
Ratings on mortgage pass-through certificates address the likelihood of
receipt by certificateholders of all distributions of payments required pursuant
to the Agreement pursuant to which the certificates are issued on the underlying
mortgage loans. These ratings address the structural, legal and issuer
tax-related aspects associated with such certificates, the nature of the
underlying mortgage loans and the credit quality of the 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 rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time by the assigning Rating Agency.
Each rating should be evaluated independently of similar ratings on different
securities.
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INDEX OF SIGNIFICANT DEFINITIONS
Set forth below is a list of certain of the more significant terms used in
this Prospectus and the pages on which the definitions of such terms may be
found herein.
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
10 percent shareholder.................................................................. 82
1986 Act................................................................................ 87
1998 Policy Statement................................................................... 94
AAI..................................................................................... 93
ABN AMRO................................................................................ 93
accelerated amortization................................................................ 19
accredited investor..................................................................... 92
Accrual Period.......................................................................... 42
Act..................................................................................... 67
adjusted issue price.................................................................... 74, 75, 77
Administration Fee...................................................................... 8
Advances................................................................................ 11
Agreement............................................................................... Cover Page, 5, 17, 33
anti-deficiency......................................................................... 22
Applicable Amount....................................................................... 78
applicable Federal rate................................................................. 77
appraised value......................................................................... 22
ARMs.................................................................................... 4, 17
Asset Group............................................................................. 3
Assets.................................................................................. 72
Assumed Reinvestment Rate............................................................... 42
Back-Up Master Servicer................................................................. 3, 57
backup withholding...................................................................... 82
Balloon Payment......................................................................... 21
Bankruptcy Bond......................................................................... 62
BIF..................................................................................... 20
Business Day............................................................................ 35
Buydown Fund............................................................................ 18
Buydown Loans........................................................................... 18
CEDEL................................................................................... 7
CEDEL Participants...................................................................... 47
CERCLA.................................................................................. 67
Certificate Account..................................................................... 6
Certificate Balance..................................................................... 42
Certificate Owners...................................................................... 1
Certificate Registrar................................................................... 36
Certificateholder....................................................................... 47, 70, 82, 89, 91
Certificates............................................................................ Cover Page, 6
Citibank................................................................................ 7
Class................................................................................... Cover Page
Cleanup Costs........................................................................... 67
clearing agency......................................................................... 47
clearing corporation.................................................................... 47
Closing Date............................................................................ 39
Co-op Loans............................................................................. 18
Code.................................................................................... 11, 70
Commission.............................................................................. 1
Committee Report........................................................................ 73
Compounding Certificates................................................................ 34, 43
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Contingent Payment Regulations.......................................................... 87
Contingent Principal.................................................................... 86, 87
controlled foreign corporation.......................................................... 82
Cooperative............................................................................. 48
Custodians.............................................................................. 36
Cut-off Date............................................................................ 11
daily accruals.......................................................................... 77
daily portions.......................................................................... 74
defective obligation.................................................................... 37, 38
Deferred Interest....................................................................... 8, 19
Depositaries............................................................................ 7, 46
Depositary.............................................................................. 46
Depositor............................................................................... Cover Page, 3
Determination Date...................................................................... 41
disqualified organizations.............................................................. 71, 79, 80
Distribution Date....................................................................... 35
DOL..................................................................................... 90
domestic building and loan association.................................................. 72, 83
DTC..................................................................................... 1
DTC Participants........................................................................ 47
Eligible Investments.................................................................... 40
ERISA................................................................................... 12, 90
Euroclear............................................................................... 7
Euroclear Operator...................................................................... 48
Euroclear Participants.................................................................. 48
evidences of indebtedness............................................................... 72, 79
excess inclusion........................................................................ 15, 77
Exchange Act............................................................................ 1
FDIC.................................................................................... 20
FHA..................................................................................... 23
FHA Loans............................................................................... 23
FHLMC................................................................................... 20, 24
FHLMC Act............................................................................... 24
FHLMC Certificates...................................................................... 24
First of the Month Mortgage Loans....................................................... 35
Fixed-Rate Mortgage Loans............................................................... 20
FNMA.................................................................................... 20, 25, 26
FNMA Certificates....................................................................... 25
foreclosure property.................................................................... 76
Forward Purchase Agreement.............................................................. 5, 39
Fractional Undivided Interest........................................................... 35
Global Securities....................................................................... 49
GNMA.................................................................................... 23
GNMA Certificates....................................................................... 23
GNMA I Certificates..................................................................... 24
GNMA II Certificates.................................................................... 24
Government securities................................................................... 72
Gross Margin............................................................................ 19
Guide................................................................................... 21
high-risk mortgage securities........................................................... 94
Housing Act............................................................................. 23
HUD..................................................................................... 20
Index................................................................................... 18
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
indirect participants................................................................... 47
Initial Deposit......................................................................... 10, 61
Installment Due Date.................................................................... 18
Interest Remittance Amount.............................................................. 29
Investment Grade........................................................................ 6
IO Certificates......................................................................... 8, 43, 83
issue price............................................................................. 73
issuer.................................................................................. 3
L/C Bank................................................................................ 61
Lease................................................................................... 69
legal investments....................................................................... 13
Limited Mortgage Documentation Program.................................................. 22
Loan-to-Value Ratio..................................................................... 22
market discount......................................................................... 86
Master Servicer......................................................................... Cover Page, 3
Maximum Adjustment...................................................................... 19
Maximum Rate............................................................................ 20
Minimum Rate............................................................................ 20
Monthly Payments........................................................................ 4, 18
Morgan.................................................................................. 7
Mortgage Asset Seller................................................................... Cover Page
Mortgage Assets......................................................................... Cover Page, 3
Mortgage Certificates................................................................... Cover Page, 4
Mortgage Interest Rates................................................................. 4, 19
Mortgage Loans.......................................................................... Cover Page, 4
Mortgage Notes.......................................................................... 4
Mortgage Pass-Through Rate.............................................................. 28
mortgage pool pass-through certificate.................................................. 90, 91
mortgage-related securities............................................................. 12, 13, 94, 95
Mortgagor............................................................................... 8
mutual savings bank..................................................................... 72, 83
NCUA.................................................................................... 94
Negatively Amortizing ARMs.............................................................. 19
Net Margin.............................................................................. 28
Non-Accelerated Certificates............................................................ 35, 44
non-economic residual interest.......................................................... 80
noncontingent bond method............................................................... 87, 88
Nonrecoverable Advances................................................................. 44
Notional Balance........................................................................ 43
OID Regulations......................................................................... 70
original issue discount................................................................. 12, 72
OTS..................................................................................... 94
Overcollateralization................................................................... 61
owner................................................................................... 69
ownership............................................................................... 69
P&I Certificates........................................................................ 83
Parties in Interest..................................................................... 90
pass-through entity..................................................................... 80
pass-through interest holder............................................................ 78
pass-through interest holders........................................................... 78
Pass-Through Rate....................................................................... 17
Paying Agent............................................................................ 35
Payment Caps............................................................................ 19
</TABLE>
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<PAGE>
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Percentage Interest..................................................................... 35, 41
permitted investments................................................................... 40, 71
Plans................................................................................... 90
PO Certificates......................................................................... 7, 43
Pool.................................................................................... Cover Page, 17
Pool Distribution....................................................................... 41
Pre-Funding Account..................................................................... 5, 39
Prepayment Assumption................................................................... 73
Prepayment Certificates................................................................. 35, 43
Prepayment Interest Shortfall........................................................... 8
Prepayment Period....................................................................... 41
Prepayment Premium...................................................................... 21
Principal Balance....................................................................... 35
Private Certificate..................................................................... 26
prohibited transactions................................................................. 79
Prospectus Supplement................................................................... Cover Page
PTE 83-1................................................................................ 90
PUDs.................................................................................... 18
Qualified Lender........................................................................ Cover Page
qualified mortgages..................................................................... 71
qualified stated interest............................................................... 73, 85, 87
qualified stated interest payments...................................................... 73
qualifying real property loans.......................................................... 72, 83
Rating Agency........................................................................... 6
real estate assets...................................................................... 72, 83
Realized Losses......................................................................... 10
Record Date............................................................................. 35
Registration Statement.................................................................. 2
Regular Certificates.................................................................... 12, 70
regular interests....................................................................... 4, 12, 17, 34, 70, 76
REMIC................................................................................... Cover Page, 11
REMIC Regulations....................................................................... 70
Replacement Certificates................................................................ 48
Repository.............................................................................. 34
Reserve Fund............................................................................ 10, 61
Residual Certificates................................................................... 44, 70
Residual Holder......................................................................... 35
residual interests...................................................................... 70, 76
revised issue price..................................................................... 74, 86
Rules................................................................................... 47
safe harbor............................................................................. 71, 84
SAIF.................................................................................... 20
Scheduled Amortization Date............................................................. 42, 43
Securities Act.......................................................................... 2
Senior Certificates..................................................................... Cover Page, 6
Senior and Subordinated Certificates.................................................... 43
Sequential Pay Certificates............................................................. 35, 43
Series.................................................................................. Cover Page
Servicer................................................................................ 53
Servicing Agreement..................................................................... 18
Shifting Interest Certificates.......................................................... 35
Shifting Interest Credit Enhancement.................................................... 9, 60
Shortfall............................................................................... 10
</TABLE>
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<PAGE>
<PAGE>
<TABLE>
<CAPTION>
PAGE
---
<S> <C>
significant value....................................................................... 77
single-class REMIC...................................................................... 78
single-family residential property...................................................... 90, 91
SMMEA................................................................................... 13, 94
Special Hazard Amount................................................................... 61
Special Hazard Insurance Policy......................................................... 61
Special Hazard Insurer.................................................................. 61
Specified Reserve Fund Balance.......................................................... 10, 61
sponsor................................................................................. 69
Startup Day............................................................................. 71
stated redemption price at maturity..................................................... 73
Stripped Certificates................................................................... 34, 43
stripped coupons........................................................................ 87
stripped debt........................................................................... 84, 86
Subordinate Certificates................................................................ Cover Page, 6
Subordinated Amount..................................................................... 9
Subsequent Documents.................................................................... 1
Superlien............................................................................... 67
Surplus................................................................................. 44
tax matters person...................................................................... 81
taxable mortgage pool................................................................... 79
Terms and Conditions.................................................................... 48
Title V................................................................................. 68
trust................................................................................... 91, 92
Trust Fund.............................................................................. Cover Page, 6, 17
Trustee................................................................................. 17
Underwriter Exemption................................................................... 91
underwriters............................................................................ 93
United States person.................................................................... 82
USA..................................................................................... 4
VA...................................................................................... 23
Variable Rate Certificates.............................................................. 74, 85
variable rate debt instruments.......................................................... 73
wash sale............................................................................... 79
</TABLE>
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ABN AMRO MORTGAGE CORPORATION
$245,778,221
MULTI-CLASS MORTGAGE
PASS-THROUGH CERTIFICATES,
SERIES 1999-3
[LOGO]
------------------------------
PROSPECTUS SUPPLEMENT
------------------------------
UNDERWRITERS
LEHMAN BROTHERS
ABN AMRO INCORPORATED
April 26, 1999
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 offered certificates in any state where the offer is not
permitted.
Dealers will deliver a prospectus supplement and prospectus when acting as
underwriters of the offered certificates and with respect to their unsold
allotments or subscriptions. In addition, all dealers selling the offered
certificates will deliver a prospectus supplement and prospectus until July 27,
1999.
STATEMENT OF DIFFERENCES
The section symbol shall be expressed as...................................'SS'
