Prospectus Supplement To Prospectus dated MAY 19, 2000
$264,521,059
(Approximate)
Vanderbilt Mortgage and Finance, Inc.
Seller and Servicer
Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 2000-C
----------
--------------------------------------------------------------------------------
You should consider the risk factors starting on page S-10 of this prospectus
supplement and page 4 of the prospectus.
The certificates represent obligations of the trust only and do not represent an
interest in or obligation of Vanderbilt Mortgage and Finance, Inc., The Chase
Manhattan Bank or any of their affiliates (except to the extent of the limited
guarantee of the Class B-2 Certificates by Clayton Homes, Inc.).
This prospectus supplement may be used to offer and sell the certificates only
if accompanied by the prospectus.
--------------------------------------------------------------------------------
The Trust Fund will:
o Issue ten classes of certificates, nine of which are offered hereby and
described in the table below.
o Consist primarily of manufactured housing installment sales contracts and
installment loan agreements.
o Make an election to be treated as a REMIC for federal income tax purposes.
The Certificates:
o Represent ownership interests in a trust fund.
o Include the Fixed Pool Certificates which generally relate to the fixed rate
contracts and the Adjustable Pool Certificates which generally relate to the
adjustable rate contracts.
o Currently have no trading market.
o Receive distributions on the 7th day of each month (or if such day is not a
business day, the next business day) beginning on September 7, 2000.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Original
Class Principal Price to Underwriting Proceeds to
Offered Certificates Balance Public Discount Vanderbilt(2)
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A ARM Certificates ..... $ 30,877,655 100.000000% 0.217% 99.783333%
Class A-1 Certificates ....... $ 55,000,000 100.000000% 0.142% 99.858333%
Class A-2 Certificates(1) .... $ 50,000,000 99.992783% 0.192% 99.801116%
Class A-3 Certificates(1) .... $ 34,000,000 99.996242% 0.292% 99.704576%
Class A-4 Certificates(1) .... $ 44,398,000 99.972929% 0.358% 99.614596%
Class A-5 Certificates(1) .... $ 11,889,000 99.988572% 0.450% 99.538572%
Class M-1 Certificates(1) .... $ 10,581,000 99.976813% 0.500% 99.476813%
Class B-1 Certificates(1) .... $ 10,581,000 97.453743% 0.550% 96.903743%
Class B-2 Certificates(1) .... $ 17,194,404 94.074780% 0.600% 93.474780%
------------ --------------- ----------- ---------------
Total ........................ $264,521,059 $263,212,115.54 $766,678.51 $262,445,437.03
--------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, at the applicable rate from August 1, 2000.
(2) Before deducting expenses, estimated to be $250,000.
The underwriters named below will offer the nine classes of certificates listed
in the table above to the public at the price to public set forth above and they
will receive the discount listed above.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus supplement or the prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
Credit Suisse First Boston Prudential Securities
August 16, 2000
<PAGE>
You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.
We provide information about the certificates to you through this document
which consists of two parts: (a) the accompanying prospectus, which provides
general information, some of which may not apply to your certificates and (b)
this prospectus supplement, which describes the specific terms of your
certificates. This prospectus supplement may be used to offer and sell the
certificates only if accompanied by the prospectus.
If there is a conflict between the terms of this prospectus supplement and
the accompanying prospectus, you should rely on the information in this
prospectus supplement.
This prospectus supplement and the accompanying prospectus include
cross-references to captions in these materials where you can find further
related discussions. The following table of contents and the table of contents
included in the accompanying prospectus provide the pages on which these
captions are located.
We have filed preliminary information regarding the trust's assets and the
certificates with the Securities and Exchange Commission. The information
contained in this document supersedes all of that preliminary information, which
was prepared by the underwriters for prospective investors.
TABLE OF CONTENTS
Page
----
PROSPECTUS SUPPLEMENT
Summary Information S-3
Risk Factors S-10
The Contract Pool S-14
Vanderbilt Mortgage and Finance, Inc. S-25
Ratio of Earnings to Fixed Charges for CHI S-28
Yield and Prepayment Considerations S-28
Description of the Certificates S-45
Use of Proceeds S-62
Certain Federal Income Tax Consequences S-62
State Tax Considerations S-64
ERISA Considerations S-65
Legal Investment Considerations S-65
Certificate Rating S-66
Underwriting S-66
Legal Matters S-67
Index of Defined Terms S-68
Annex I I-1
Page
----
PROSPECTUS
Important Notice About Information in this
Prospectus and the Accompanying
Prospectus Supplement 2
Reports to Holders of the Certificates 2
Where You Can Find More Information 2
Risk Factors 4
The Trust Fund 7
Use of Proceeds 8
Vanderbilt Mortgage and Finance, Inc. 8
Underwriting Policies 9
Yield Considerations 10
Maturity and Prepayment Considerations 11
Description of the Certificates 11
Description of FHA Insurance and
VA Guarantees 25
Certain Legal Aspects of the Contracts 26
ERISA Considerations 31
Certain Federal Income Tax Consequences 34
State and Local Tax Considerations 53
Legal Investment Considerations 54
Ratings 54
Underwriting 55
Legal Matters 55
Experts 55
Glossary 56
S-2
<PAGE>
--------------------------------------------------------------------------------
SUMMARY INFORMATION
This summary highlights selected information from this document and does
not contain all of the information to make your investment decision. Please read
this entire prospectus supplement and the accompanying prospectus carefully for
additional information about the Offered Certificates.
Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates,
Series 2000-C
<TABLE>
<CAPTION>
Initial Rating of
Certificates(5)
Original Remittance ----------------------
Class Principal Rate Moody's Fitch
Class Balance(1) (per annum) Rating Rating
----- ------------- ----------- ------- ------
<S> <C> <C> <C> <C>>
Offered Certificates
Class A ARM $30,877,655 LIBOR + 0.35%(2)(3) AAA AAA
CLASS A-1 $55,000,000 LIBOR + 0.12%(2)(4) Aaa AAA
Class A-2 $50,000,000 7.380%(4) Aaa AAA
Class A-3 $34,000,000 7.550%(4) Aaa AAA
Class A-4 $44,398,000 7.905%(4) Aaa AAA
Class A-5 $11,889,000 8.195%(4) Aa3 AA-
Class M-1 $10,581,000 8.585%(4) A2 A
Class B-1 $10,581,000 9.000%(4) Baa2 BBB
Class B-2 $17,194,404 9.000%(4) Baa2 BBB
Non-Offered Certificates
Class R N/A N/A N/A N/A
</TABLE>
----------
(1) This amount is subject to a variance of plus or minus 5%.
(2) Interest will accrue at a variable rate based on one-month LIBOR plus
the applicable spread subject to certain caps described in "Description
of the Certificates--Distributions--Interest Distributions."
(3) The spread will increase if the option to repurchase the Contracts is
not exercised. See "Description of the Certificates--Distributions
--Remittance Rates of the Certificates" herein.
(4) Subject to a maximum rate equal to (a) the weighted average contract rate
of the Fixed Rate Contracts less (b) the applicable servicing fee (if
Vanderbilt Mortgage and Finance, Inc. is no longer the servicer).
(5) A description of the ratings of the Certificates is set forth under
the heading "Certificate Rating" in this prospectus supplement.
--------------------------------------------------------------------------------
S-3
<PAGE>
--------------------------------------------------------------------------------
The Trust Fund
A trust fund will be established pursuant to a pooling and servicing
agreement, dated as of July 25, 2000, among Vanderbilt Mortgage and Finance,
Inc. ("Vanderbilt"), as seller and servicer, Clayton Homes, Inc. ("CHI"), as
provider of the limited guarantee, and The Chase Manhattan Bank, as trustee (the
"Trustee").
Seller
o Vanderbilt Mortgage and Finance, Inc. maintains its principal office at 500
Alcoa Trail, Maryville, Tennessee 37804. Its telephone number is (865) 380-3000.
Servicer
o Vanderbilt Mortgage and Finance, Inc.
o The Servicer will service all of the Contracts either directly or through
one or more sub-servicers.
Trustee
o The Chase Manhattan Bank.
Cut-off Date
o July 25, 2000.
Closing Date
o August 29, 2000.
Remittance Date
o The 7th day of each month or if such day is not a business day, the next
business day. The first Remittance Date will be September 7, 2000.
Designations
o Offered Certificates--Class A ARM, Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class M-1, Class B-1 and Class B-2.
o Fixed Pool Certificates--Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class M-1, Class B-1 and Class B-2.
o Adjustable Pool Certificates--Class A ARM.
o Senior Fixed Pool Certificates--Class A-1, Class A-2, Class A-3 and Class A-4.
o Senior Certificates--Class A ARM, Class A-1, Class A-2, Class A-3 and Class
A-4.
o Subordinate Certificates--Class A-5, Class M-1, Class B-1 and Class B-2
o Fixed Rate Certificates--Class A-2, Class A-3, Class A-4, Class A-5, Class
M-1, Class B-1 and Class B-2.
o Floating Rate Certificates--Class A-1 and Class A ARM Certificates.
The Contracts
The trust fund will consist of two separate pools of manufactured housing
installment sales cotntracts, installment loan agreements and mortgage loans
(the "Contracts") consisting of 6,644 Contracts, with an aggregate unpaid
principal balance of approximately $264,521,058.54 as of the Cut-off Date.
Generally, the Fixed Pool Certificates relate to the fixed rate contracts (the
"Fixed Rate Contracts") and the Adjustable Pool Certificates relate to the
adjustable rate contracts (the "Adjustable Rate Contracts").
5,815 Contracts, with an aggregate unpaid principal balance of approximately
$219,430,488.55 as of the Cut-off Date, are manufactured housing installment
sales contracts, installment loan agreements and mortgage loans originated by
manufactured housing dealers and purchased by Vanderbilt from such dealers or
originated by Vanderbilt. Certain of these dealers are affiliates of CHI.
Vanderbilt purchased the remaining Contracts from different financing
companies, financial institutions and other lenders. A portion of such Contracts
were originated or acquired by 21st Century Mortgage Corporation.
For additional information with respect to the Contracts, we refer you to the
table below and "The Contract Pool" in this prospectus supplement for more
detail.
--------------------------------------------------------------------------------
S-4
<PAGE>
--------------------------------------------------------------------------------
Summary of Contract
Characteristics as of the Cut-off Date
(Approximate)
<TABLE>
<CAPTION>
All Contracts
<S> <C>
Pool Balance $264,521,058.54
Number of Contracts 6,644
Average Contract Balance $39,813.52
Location of homes 48 states
Percentage by outstanding principal balance with Monthly Payments 75.48%
Percentage by outstanding principal balance with Bi-Weekly Payments 24.52%
Fixed Rate Contracts
Pool Balance $233,643,403.83
Number of Contracts 5,995
Average Contract Balance $38,973.04
Weighted Average Annual Percentage Rate of Interest ("APR") 11.223%
Range of APRs 7.990% to 18.250%
Weighted Average Original Term to Scheduled Maturity (at origination) 248 months
Weighted Average Remaining Term to Scheduled Maturity (at Cut-off Date) 244 months
Latest maturity date of any Fixed Rate Contract September 1, 2030
Adjustable Rate Contracts*
Pool Balance $30,877,654.71
Number of Contracts 649
Average Contract Balance $47,577.28
Percentage by outstanding principal balance with Periodic Caps of 1% 51.43%
Percentage by outstanding principal balance with Periodic Caps of 2% 48.57%
Percentage by outstanding principal balance with a Lifetime Cap of 5%
over the initial APR 20.42%
Percentage by outstanding principal balance with a Lifetime Cap of 6%
over the initial APR 79.58%
Weighted Average APR as of the Cut-off Date 9.611%
Range of APR as of the Cut-off Date 7.990% to 15.490%
Weighted Average Maximum APR+ 15.323%
Range of Maximum APR+ 12.740% to 21.490%
Weighted Average Minimum APR++ 3.629%
Range of Minimum APR++ 0.990% to 9.490%
Weighted Average Gross Margin 6.226%
Range of Gross Margins 3.020% to 7.730%
Weighted Average Original Term to Scheduled Maturity
(at origination) 268 months
Weighted Average Remaining Term to Scheduled Maturity
(at Cut-off Date) 265 months
Latest maturity date of any Adjustable Rate Contract September 1, 2030
</TABLE>
* The Adjustable Rate Contracts are variable rate contracts that adjust
annually and semi-annually (initially at the date set forth in the related
Contract and at regular intervals thereafter). The Adjustable Rate Contracts
bear interest at a rate equal to the sum of (i) the monthly average yield on
U.S. Treasury securities adjusted to a constant maturity of five years and
(ii) the Gross Margin set forth in the Contract, subject to rounding and the
effects of the applicable Periodic Cap, Lifetime Cap and Lifetime Floor.
+ Excludes loans with no Maximum APR.
++ Assumes Minimum APR to be equal to the Gross Margin.
We refer you to "The Contract Pool" in this prospectus supplement for more
detail.
--------------------------------------------------------------------------------
S-5
<PAGE>
--------------------------------------------------------------------------------
Final Scheduled Remittance Dates
The Final Scheduled Remittance Date of each Class of Certificates is as
follows:
Final Scheduled
Class Remittance Date
----- ---------------
Class A ARM(2) October 7, 2030
Class A-1(1) July 7, 2008
Class A-2(1) April 7, 2013
Class A-3(1) July 7, 2017
Class A-4(1) February 7, 2026
Class A-5(2) October 7, 2030
Class M-1(2) October 7, 2030
Class B-1(1) October 7, 2017
Class B-2(2) October 7, 2030
(1) Such determination of the Final Scheduled Remittance Dates is based on the
following assumptions: (i) there are no defaults, prepayments or
delinquencies with respect to payments due based on the Assumed Contract
Characteristics (set forth in "Yield and Prepayment Considerations"
herein) and (ii) the Seller or Servicer does not exercise its right to
purchase the Contracts and the related trust property when the current
balance of the Contracts declines below 10% of the balance of the
Contracts as of the Cut-off Date.
(2) The Final Scheduled Remittance Date for these Classes is the Remittance
Date in the month following the date on which the Contracts with the
latest scheduled maturity date in the relevant pool amortizes according to
their terms.
It is anticipated that the actual final Remittance Date for each Class may occur
earlier than the Final Scheduled Remittance Date. In the event of large losses
and delinquencies on the Contracts, however, the actual payment on certain of
the subordinated classes of Certificates may occur later than the Final
Scheduled Remittance Date and in certain scenarios, holders of such classes may
incur a loss on their investment.
We refer you to "Yield and Prepayment Considerations" in this prospectus
supplement for more detail.
Priority of Distributions
Funds available from payments and other amounts received on the Contracts on any
Remittance Date (less certain expenses and reimbursements) will be distributed
in the following order:
(i) to pay interest on the Senior Fixed Pool Certificates and the Class A
ARM Certificates, at their respective Remittance Rates together with any
previously undistributed shortfalls in interest due, on a pro rata basis;
(ii) concurrently, to pay principal on the Class A ARM Certificates in an
amount equal to a formula amount dictated by principal payable on the Adjustable
Rate Contracts and, to pay principal on the Senior Fixed Pool Certificates in an
amount equal to the then applicable class percentage of a formula amount
dictated by principal payable on the Fixed Rate Contracts for the Remittance
Date, in the following order of priority:
o Class A-1
o Class A-2
o Class A-3
o Class A-4;
(iii) then, first, to pay interest and then to pay principal, in an amount
equal to the then applicable class percentage of a formula amount dictated by
the amount of principal payable on the Fixed Rate Contracts for that Remittance
Date, on the Classes listed below, in the following order of priority:
o interest, then principal on the Class A-5
o interest, then principal on the Class M-1
o interest, then principal on the Class B-1
o interest, then principal on the Class B-2 (subject, in certain
instances, to a floor set forth herein);
After payment of the above, the remaining amounts received on the Contracts
will be distributed to pay Vanderbilt (if Vanderbilt is the servicer) the
servicing fee and to reimburse CHI with respect to any guarantee or enhancement
payments, in the order of priority set forth herein. Remaining amounts will be
paid to the holder of the Class R Certificate.
We refer you to "Description of the Certificates --Distributions" in this
prospectus supplement for more detail.
Interest Distributions
Interest accrues on the Fixed Rate Certificates during the calendar month
prior to the related Remittance Date on the basis of a 360-day year consisting
of twelve 30-day months.
--------------------------------------------------------------------------------
S-6
<PAGE>
--------------------------------------------------------------------------------
Interest accrues on the Floating Rate Certificates (other than with respect
to the first Remittance Date) based on the actual number of days during the
period from the Remittance Date in the prior month to the day preceding the
related Remittance Date and a 360 day year.
On each Remittance Date, you will be entitled to the following:
o Interest at the related Remittance Rate that accrued during the accrual
period.
o Interest due on any prior Remittance Date that was not paid.
Your interest entitlement may be reduced as a result of prepayments or losses
on the Contracts.
We refer you to "Description of the Certificates -- Distributions -- Interest
Distributions" in this prospectus supplement for more information.
Principal Distributions
Fixed Pool Certificates:
On each Remittance Date, you will be entitled to receive principal
distributions in an amount equal to the applicable class percentage of a formula
amount dictated by principal payable on the Fixed Rate Contracts for that
Remittance Date.
Prior to the Remittance Date in September 2005, the applicable class
percentage for the Class A Fixed Pool Certificates is expected to be 100% and
the class percentage for the Class M-1 and Class B Certificates is expected to
be 0%. During this period, the Class A Fixed Pool Certificates will receive all
principal distributions of the formula amount dictated by principal payable on
the Fixed Rate Contracts in the order of priority set forth herein.
Thereafter, assuming delinquencies, defaults and losses on the Fixed Rate
Contracts remain below certain thresholds, principal is expected to be
distributed to the Class A Fixed Pool Certificates, Class M-1 Certificates and
Class B Certificates in proportion to their outstanding principal balances as
further set forth herein.
Payments to the Class B-2 Certificates are subject to a floor set forth
herein. If principal payments to the Class B-2 Certificates would reduce the
Class B-2 Certificates below the floor such principal payments will be
reallocated to the more senior classes as set forth herein.
We refer you to "Description of the Certificates --Distributions" in this
prospectus supplement for more detail.
Adjustable Pool Certificates:
On each Remittance Date, you will be entitled to receive principal
distributions in an amount equal to a formula amount dictated by principal
payable on the Adjustable Rate Contracts for that Remittance Date.
We refer you to "Description of the Certificates -- Distributions" in this
prospectus supplement for more detail.
Credit Enhancement
Credit enhancement in the form of subordination is intended to reduce delays
in distributions and losses on certain classes of certificates. The
subordination feature will support the classes of certificates in varying
degrees.
We refer you to "Description of the Certificates --Senior/Subordinate Structure"
in this prospectus supplement for more detail.
Subordination
There are two types of subordination with respect to the Certificates:
1. The Senior Fixed Pool Certificates and the Class A ARM Certificates will
receive distributions of interest prior to distributions of interest made to
the Subordinate Certificates. The Senior Fixed Pool Certificates and the
Class A ARM Certificates will receive distributions of principal prior to
distributions of principal made to the Subordinate Certificates. If certain
distribution tests are met, limited distributions of principal may be made to
the Subordinate Certificates as provided herein prior to the reduction of the
principal balances of the Senior Certificates to zero. Also, on each
Remittance Date, each class of Subordinate Certificates will generally
receive its interest and principal distribution in the following order: Class
A-5, Class M-1, Class B-1 and Class B-2; and
2. Losses resulting from the liquidation of defaulted Contracts will be absorbed
by the Subordinate Certificates in the following order: Class B-2, Class B-1,
Class M-1 and Class A-5.
--------------------------------------------------------------------------------
S-7
<PAGE>
--------------------------------------------------------------------------------
We refer you to "Description of the Certificates -- Senior/Subordinate
Structure" and "--Losses on Liquidated Contracts" in this prospectus supplement
for more detail.
Optional Repurchase
If the aggregate pool scheduled principal balance of the Contracts declines
below 10% of the aggregate pool principal balance as of the Cut-off Date, then
the Servicer and the Seller (if the Seller is no longer the Servicer) each have
the option to purchase all of the Contracts and the other property in the Trust.
If the Servicer or Seller purchases all of the Contracts, you will receive a
final distribution and then the Trust will be terminated.
We refer you to "Description of the Certificates-- Optional Termination" in this
prospectus supplement for more detail.
Limited Guarantee of CHI
CHI will guarantee the payment of interest and principal on the Class B-2
Certificates. No other Certificates have the benefit of this guarantee.
The limited guarantee, if applicable, will be an unsecured general obligation of
CHI and will not be supported by any letter of credit or other enhancement
arrangement. We refer you to "Where You Can Find More Information" in the
Prospectus.
At CHI's option and subject to certain conditions, such limited guarantee may be
replaced by an alternate credit enhancement. Such credit enhancement may consist
of cash or securities deposited by CHI or any other person in a segregated
escrow, trust or collateral account or a letter of credit, certificate insurance
policy or surety bond provided by a third party.
We refer you to "Description of the Certificates-- Limited Guarantee of CHI" and
"-- Alternate Credit Enhancement" in this prospectus supplement for more detail.
Advances
If the Servicer reasonably believes that cash advances can be recovered from a
delinquent obligor then the Servicer will make cash advances to the Trust Fund
to cover delinquent scheduled payments on the Contracts. The Servicer will make
advances to maintain a regular flow of scheduled interest and principal payments
on the Certificates, not to guarantee or insure against losses. The Trust Fund
will reimburse the Servicer for such advances.
We refer you to "Description of the Certificates-- Advances" in this prospectus
supplement for more detail.
Federal Income Tax Consequences
For federal income tax purposes:
o An election will be made to treat the Trust Fund as a "real estate mortgage
investment conduit," or REMIC.
o Each class of Certificates other than the Class R Certificate will be
"regular interests" in the REMIC and will be treated as debt instruments of
the REMIC.
o The Class R Certificate will represent the beneficial ownership of the sole
class of "residual interest" in the REMIC. Certain types of investors may not
purchase the Class R Certificate.
We refer you to "Certain Federal Income Tax Consequences" in this prospectus
supplement and in the prospectus for more detail.
ERISA Considerations
The fiduciary responsibility provisions of the Employee Retirement Income
Security Act of 1974 (ERISA) and Section 4975 of the Internal Revenue Code of
1986 (the Code) can limit investments by certain pension and other employee
benefit plans. For example, the acquisition of Certificates by certain plans may
be considered a "prohibited transaction" under ERISA; however, certain
exemptions from the prohibited transactions rules could apply. If you are a
fiduciary of a pension or other employee benefit plan which is subject to ERISA
or section 4975 of the Code, you should consult with your counsel regarding the
applicability of the provisions of ERISA and the Code before purchasing a
Certificate.
Subject to the considerations and conditions described under "ERISA
Considerations" in this prospectus supplement and prospectus, it is expected
that pension or employee benefit plans subject to ERISA or Section 4975 of the
Code may purchase the Class A-1, Class A-2, Class A-3, Class A-4 and Class A ARM
Certificates.
--------------------------------------------------------------------------------
S-8
<PAGE>
--------------------------------------------------------------------------------
We refer you to "ERISA Considerations" in this prospectus supplement and in the
prospectus.
Legal Investment
The Class A ARM Certificates will be "mortgage related securities" for purposes
of the Secondary Mortgage Market Enhancement Act of 1984 ("SMMEA"), as long as
they are rated in one of the two highest rating categories by at least one
nationally recognized statistical rating organization.
The other Certificates will not be "mortgage related securities" for purposes of
SMMEA.
We refer you to "Legal Investment Considerations" in this prospectus supplement
and in the prospectus for more detail.
Certificate Rating
The Trust Fund will not issue the Offered Certificates unless they have been
assigned the ratings designated on page S-3.
A rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time by either rating agency.
We refer you to "Certificate Rating" in this prospectus supplement for more
detail.
--------------------------------------------------------------------------------
S-9
<PAGE>
RISK FACTORS
You should carefully consider the following risk factors prior to any
purchase of certificates. You should also carefully consider the information set
forth under "Risk Factors" in the prospectus.
Prepayments on Contracts May Adversely Affect Yield of Offered Certificates
The rate of principal distributions and the average life of your
Certificates will be directly related to the rate of principal payments on the
Contracts. Obligors may prepay a Contract in full or in part at any time. The
Contracts do not impose any prepayment penalties. For example, the rate of
principal payments on the Contracts will be affected by the following:
o the amortization schedules of the Contracts;
o partial prepayments and prepayments resulting from refinancing by
obligors;
o liquidations of defaulted Contracts by the Servicer;
o repurchases of Contracts by the Seller due to defective
documentation or breaches of representations and warranties in the
pooling and servicing agreement; and
o the optional purchase by the Seller or Servicer of all of the
Contracts in connection with the termination of the Trust.
Prepayments on the Contracts are influenced by a variety of economic,
geographic, social and other factors. For example, if interest rates for similar
contracts fall below the interest rates on the Contracts, the rate of prepayment
would generally be expected to increase. Conversely, if interest rates on
similar contracts rise above the interest rates on the Contracts, the rate of
prepayment would generally be expected to decrease.
We cannot predict the rate at which obligors will repay their contracts.
Please consider the following:
o If you are purchasing a Certificate at a discount, your yield may
be lower than expected if principal payments on the Contracts
occur at a slower rate than you expected.
o If you are purchasing a Certificate at a premium, your yield may
be lower than expected if principal payments on the Contracts
occur at a faster rate than you expected.
o The earlier a payment of principal occurs, the greater the impact
on your yield. For example, if you purchase a Certificate at a
premium, although the average rate of principal payments is
consistent with your expectations, if the rate of principal
payments occurs initially at a rate higher than expected, which
would adversely impact your yield, a subsequent reduction in the
rate of principal payments will not offset any adverse yield
effect.
o In addition, in the event a Contract is prepaid in full, interest
on such Contract will cease to accrue on the date of prepayment.
If such prepayments and related interest shortfalls are
sufficiently high in a month, with respect to a group of
Certificates, the amount available for the next Remittance Date
could be less than the amount of principal and interest that would
be distributable to the applicable Certificateholders, in the
absence of such shortfalls.
We refer you to "Yield and Prepayment Considerations" in this prospectus
supplement for more detail.
Risks of Holding Subordinate Certificates
The protections afforded the Senior Certificates in this transaction
create risks for the Subordinate Certificates. Before purchasing Subordinate
Certificates, you should consider the following factors that may negatively
impact your yield:
o Because the Subordinate Certificates receive distributions after the
Senior Certificates, there is a greater likelihood that one or more
classes of Subordinate Certificates will not receive the
distributions to which they are entitled on any Remittance Date.
S-10
<PAGE>
o If the Servicer determines not to advance a delinquent payment
because such amount is not recoverable from an obligor, there will
be a shortfall in distributions on the Certificates which will
initially impact the Subordinate Certificates.
o The Subordinate Certificates are not entitled to a proportionate
share of principal payments on the Contracts until (a) the beginning
of the fifth year after the Closing Date and (b) the satisfaction of
certain delinquency and performance tests.
o Losses resulting from the liquidation of defaulted Contracts will
initially be absorbed by the Subordinate Certificates. The
liquidation losses on the Contracts and resulting deficiencies in
the amount available to pay the Certificates will, in effect, be
absorbed by the Subordinate Certificates in the following order:
Class B-2, Class B-1, Class M-1 and Class A-5.
o The earlier a loss on a Contract occurs, the greater the impact on
yield.
o The risks presented in this section are more severe for the more
subordinate classes of Certificates (i.e. Class B-1 and Class B-2
Certificates). No class of Subordinate Certificates will receive a
distribution on any Remittance Date prior to the class or classes of
Subordinate Certificates of a higher priority. With limited
exceptions, losses on the Contracts are allocated to the most junior
classes of Certificates outstanding. In addition, if losses on the
Contracts exceed certain levels, the amounts that these classes
would otherwise receive will be distributed to the classes of
Subordinate Certificates with a higher priority.
Please review "Description of the Certificates" and "Yield and Prepayment
Considerations" in this prospectus supplement for more detail.
Limited Source of Payments - No Recourse to Seller, Servicer or Trustee
The Contracts are the sole source of distributions for the Certificates
(except to the extent of the Limited Guarantee or Alternate Credit Enhancement
in respect to the Class B-2 Certificates). The Certificates do not represent an
interest in or obligation of the Seller, the Servicer, the Trustee or any of
their affiliates, except for (i) the limited obligations of the Seller with
respect to certain breaches of its representations and warranties, (ii) the
Servicer with respect to its servicing obligations and (iii) CHI, as the
provider of the Limited Guarantee with respect to the Class B-2 Certificates.
Neither the Certificates nor the Contracts will be guaranteed by or insured by
any governmental agency or instrumentality, the Seller, the Servicer, the
Trustee or any of their affiliates (except to the extent of the Limited
Guarantee in respect to the Class B-2 Certificates). Consequently, if payments
on the Contracts are insufficient to make all payments required on the
Certificates you may incur a loss on your investment.
Limited Guarantee of CHI is an Unsecured General Obligation of CHI
The Limited Guarantee, if applicable, will be an unsecured general
obligation of CHI and will not be supported by any letter of credit or other
enhancement arrangement.
See "Where You Can Find More Information" in the prospectus.
Alternate Credit Enhancement may be Exhausted and Result in Losses
If CHI has replaced the Limited Guarantee with an Alternate Credit
Enhancement and such Alternate Credit Enhancement is exhausted, CHI has no
obligation to replace such enhancement. Consequently, the Class B-2 Certificates
may bear a greater risk relating to losses on the Contracts than if the Limited
Guarantee was in place and CHI was able to make payments pursuant to the Limited
Guarantee.
Lack of Secondary Market for the Offered Certificates
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 currently no secondary market for the Offered Certificates. We
cannot give you any assurance that such a secondary market will develop or, if
it develops, that it will continue. Consequently, you may not be able to sell
your Certificates readily or at prices that will enable you to realize your
desired yield. Your limited ability to resell your certificates could adversely
affect the market value of your certificates and result in losses to you.
S-11
<PAGE>
The secondary markets for asset backed securities have experienced periods
of illiquidity and can be expected to do so in the future. Illiquidity can have
a severely adverse effect on the prices of securities that are especially
sensitive to prepayment, credit or interest rate risk, or that have been
structured to meet the investment requirements of limited categories of
investors.
In addition, the Fixed Pool Certificates will not constitute "mortgage
related securities" for purposes of the Secondary Mortgage Market Enhancement
Act of 1984 ("SMMEA"). Accordingly, many institutions with legal authority to
invest in SMMEA securities will not be able to invest in such Certificates,
limiting the market for such securities.
Geographic Concentration and Depreciation in Value of Manufactured Homes
An investment in the Certificates evidencing interests in the Contracts
may be affected by, among other things, a downturn in regional or local economic
conditions. These regional or local economic conditions are often volatile and
historically have affected the delinquency, loan loss and repossession
experience of manufactured housing installment sales contracts. The geographic
location of the Manufactured Homes is set forth in "The Contract Pool" herein.
Moreover, regardless of its location, manufactured housing generally
depreciates in value. Consequently, the market value of the Manufactured Homes
could be or become lower than the principal balances of the related Contracts.
See "The Contract Pool" herein.
Certain Matters Relating to Insolvency
If Vanderbilt becomes involved in bankruptcy proceedings, distributions to
you could be delayed or reduced. Please review "Risk Factors--If Vanderbilt
Mortgage and Finance, Inc. becomes insolvent, there may be delays or reductions
in distributions on your certificates" in the prospectus for more detail.
Security Interests and Certain Other Aspects of the Contracts
A variety of
factors may limit the ability of the Servicer, on behalf of
the Certificateholders, to realize upon the Manufactured Homes or other property
securing the contracts or may limit the amount realized to less than the amount
due.
See "Risk Factors--Risks relating to enforceability of the contracts" in
the prospectus.
Consequences of Owning Book-Entry Certificates
Limit on Liquidity of Certificates. Issuance of the Offered Certificates
in book-entry form (the "Book-Entry Certificates") 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.
Limit on Ability to Transfer or Pledge. Since transactions in the
Book-Entry Certificates can be effected only though DTC, Clearstream, Euroclear,
participating organizations, indirect participants and certain banks, your
ability to transfer or pledge a Book-Entry Certificate to persons or entities
that do not participate in the DTC, Clearstream or Euroclear system or otherwise
to take actions in respect of such certificates, may be limited due to lack of a
physical certificate representing the Book-Entry Certificates.
Delays in Distributions. You may experience some delay in the receipt of
distributions on the Book-Entry Certificates since the distributions will be
forwarded by the Trustee to Cede & Co. for DTC to credit the accounts of its
participants which will thereafter credit them to your account either directly
or indirectly through indirect participants, as applicable.
Please review "Description of the Certificates--Registration of the
Offered Certificates" in this prospectus supplement for more detail.
Basis Risk with Respect to the Class A ARM Certificates and Class A-1
Certificates
With respect to the Fixed Rate Contracts, interest will accrue at a fixed
rate which may differ from the LIBOR based rate generally payable to the holders
of the Class A-1 Certificates. Moreover, interest rates on the Fixed Rate
S-12
<PAGE>
Contracts do not adjust while the rate on the Class A-1 Certificates does
adjust. Accordingly, the amount of collections with respect to interest on the
Fixed Rate Contracts available to pay interest on the Class A-1 Certificates
(which may have increased) and other amounts due on the Class A-1 Certificates
during such period may be less than would be the case if the interest rates on
the Fixed Rate Contracts matched the index and adjustment frequency of the Class
A-1 Certificates.
With respect to the Adjustable Rate Contracts, interest will accrue on
indices which may differ from the LIBOR based rates generally payable to the
holders of the Class A ARM Certificates. Moreover, interest rates on the
Adjustable Rate Contracts generally adjust less frequently than the rates on the
Class A ARM Certificates. Accordingly, the amount of collections with respect to
interest on the Adjustable Rate Contracts available to pay interest on the Class
A ARM Certificates (which may have increased) and other amounts due on the Class
A ARM Certificates during such period may be less than would be the case if the
interest rates on the Adjustable Rate Contracts matched the index and adjustment
frequency of the Class A ARM Certificates.
S-13
<PAGE>
THE CONTRACT POOL
The "Contracts" consist of fixed rate and variable rate manufactured
housing installment sales contracts and installment loan agreements (the
"Manufactured Housing Contracts") and mortgage loans (the "Mortgage Loans"). The
Manufactured Housing Contracts are secured by security interests in manufactured
homes, as defined herein (the "Manufactured Homes"), purchased with the proceeds
of the Contracts and, with respect to certain of the Contracts (the
"Land-and-Home Contracts"), secured by liens on the real estate on which the
related Manufactured Homes are located. The Mortgage Loans are secured by one-to
four-family residential properties (the "Mortgaged Properties"). All of the
Contracts in the Trust Fund (the "Contract Pool") have been purchased or
originated by Vanderbilt Mortgage and Finance, Inc. (the "Company" or
"Vanderbilt"). The Contracts, as of origination, were secured by Manufactured
Homes or Mortgaged Properties located in 48 states. The statistical information
presented in this Prospectus Supplement concerning the Contract Pool is based on
the Contract Pool of Contracts as of the Cut-off Date.
A description of the Company's general practice with respect to the
origination or purchase, on an individual basis, of manufactured housing
contracts is set forth under "Underwriting Policies" in the Prospectus.
Under the pooling and servicing agreement dated as of July 25, 2000 among
the Seller, CHI and the Trustee (the "Agreement"), the Manufactured Homes are
required to comply with the requirements of certain federal statutes which
generally would require the Manufactured Homes to have a minimum of 400 square
feet of living space and a minimum width of 102 inches and to be of a kind
customarily used at a fixed location. Such statutes would also require the
Manufactured Homes to be transportable in one or more sections, built on a
permanent chassis and designed to be used as dwellings, with or without
permanent foundations, when connected to the required utilities. The
Manufactured Homes are also required to include the plumbing, heating, air
conditioning, and electrical systems therein. Management of the Company
estimates that in excess of 92% of the Manufactured Homes are used as primary
residences by the Obligors under the Contracts secured by such Manufactured
Homes.
The Agreement requires the Servicer to maintain hazard insurance policies
with respect to each Manufactured Home (other than a Manufactured Home in
repossession) in the amounts and manner set forth herein under "Description of
the Certificates--Servicing" in the Prospectus. Generally, no other insurance
will be maintained with respect to the Manufactured Homes, the Contracts or the
Contract Pool.
The Company will cause to be conveyed to the Trustee the Contracts and all
rights to receive payments on the Contracts that have not been received prior to
July 25, 2000 (the "Cut-off Date"), including any such payments that were due
prior to such date but were not received prior to such date. Payments due on or
after July 25, 2000, that have been received by the Company prior to July 25,
2000 will be the property of the Company and will not be part of the Trust Fund.
The Servicer will retain physical possession of the Contract documents (other
than certain documents related to the Land-and-Home Contracts and the Mortgage
Loans which will be held by a custodian on behalf of the Trustee). See
"Description of the Certificates--Conveyance of Contracts" herein.
The Contract Pool will have an aggregate outstanding principal balance as
of the Cut-off Date of $264,521,058.54 (subject to a permitted variance of plus
or minus 5%) (the "Cut-off Date Pool Principal Balance") consisting of 6,644
Contracts. Each Contract was originated on or after August 23, 1990. 5,815 of
the Contracts, having an aggregate outstanding principal balance as of the
Cut-off Date of approximately $219,430,488.55 are manufactured housing
installment sale contracts or mortgage loans originated by manufactured housing
dealers and purchased by the Company from such dealers or originated by the
Company. Certain of these dealers are affiliates of CHI, the parent of the
Company. The Company purchased the remaining 829 Contracts, having an aggregate
outstanding principal balance as of the Cut-off Date of approximately
$45,090,569.99, from different financing companies, financial institutions and
other lenders.
Approximately 5.4% of the Contracts (the "21st Century Contracts") having
an aggregate outstanding principal balance as of the Cut-off Date of
approximately $14,282,613.16 were originated or acquired by 21st Century
Mortgage Corporation, a Delaware corporation ("21st Century"). 21st Century was
founded in 1995 for the origination, acquisition and servicing of manufactured
housing contracts like the Contracts. Certain of the officers of 21st Century
were previously officers of the Company and the President of the Company is on
the Board of Directors of 21st Century. CHI is a 50% stockholder of 21st
Century. 21st Century will act as subservicer for the 21st Century Contracts.
The Servicer, however, will remain primarily liable for the servicing of the
21st Century Contracts. The underwriting standards employed by 21st Century are
similar to the standards used by the Company.
S-14
<PAGE>
While the 21stCentury Contracts were originated using underwriting
guidelines similar to those of the Company, there can be no assurance that the
losses and delinquencies on the 21st Century Contracts will not be higher than
the other Contracts.
Approximately 6.40% of the Contracts having an aggregate outstanding
principal balance as of the Cut-off Date of approximately $16,916,972.36 are
re-financed contracts originated by the Company. Of such Contracts,
approximately $2,409,489.05 by aggregate outstanding principal balance as of the
Cut-off Date are cash-out refinancings.
Approximately 8.25% of the Contracts having an aggregate outstanding
principal balance as of the Cut-off Date of approximately $21,813,754.72 are
Land-and-Home Contracts (excluding Mortgage Loans).
Approximately 10.10% of the Contracts having an aggregate outstanding
principal balance of $26,716,492.71 are Mortgage Loans.
Each Fixed Rate Contract will bear a fixed contract rate of interest (the
"APR"). Each Adjustable Rate Contract has an adjustable APR, as further
described herein. Most of the Contracts, other than "step-up rate" Contracts
described below, provide for level payments over the entire term of the
Contract. The APR of a step-up rate Contract steps up on a particular date from
its initial APR. As of the Cut-off Date approximately 0.13% of the Contracts by
aggregate outstanding principal balance are step-up rate Contracts which are
still bearing interest at less than their maximum APR. With respect to such
step-up rate Contracts, the total amount and the principal portion of each
scheduled payment is determined on a basis that would cause the Contract to be
fully amortized over its term if the Contract were to bear interest during its
entire term at its initial APR and were to have level payments over its entire
term. The total amount and principal portion of each scheduled payment due once
the Contracts are bearing their respective fully stepped-up rates is determined
on a basis that would cause the Contract (which would then be bearing interest
at a stepped-up rate) to be fully amortized over its remaining term on a
level-payment basis. Approximately 0.06% of the Contracts by aggregate
outstanding principal balance as of the Cut-off Date provide for one remaining
rate increase and will increase by approximately 2.0% within the next twelve
months. Vanderbilt has represented that all of the Contracts will be at their
fully stepped-up rate by July 1, 2001.
Approximately 24.52% of the Contracts (the "Bi-weekly Contracts") by
aggregate outstanding principal balance as of the Cut-off Date have bi-weekly
scheduled payments of principal and interest. There are no Contracts with
semi-monthly scheduled payments of principal and interest ("Semi-Monthly
Contracts"). The remainder of the Contracts have monthly scheduled payments of
principal and interest. Under a Bi-weekly Contract the obligor authorizes the
Company to automatically debit the obligor's account for the payment of each
scheduled payment. If the obligor terminates such account or the authorization
of the Company to debit such account, then such Bi-weekly Contract is converted
to a Contract with scheduled monthly payments.
Each Contract fully amortizes the principal balance of the Contract over
the term of the Contract. All of the Contracts are actuarial obligations. The
portion of each scheduled payment for any Contract allocable to principal is
equal to the total amount thereof less the portion allocable to interest. The
portion of each scheduled payment due in a particular month that is allocable to
interest is a precomputed amount equal to one month's interest (or 14 days'
interest in the case of a Bi-weekly Contract and one-half of one month's
interest in the case of any Semi-Monthly Contract) on the principal balance of
the Contract, which principal balance is determined by reducing the initial
principal balance by the principal portion of all scheduled payments that were
due in prior months (whether or not such scheduled payments were timely made)
and all prior partial principal prepayments. Thus, each payment allocated to a
scheduled monthly, bi-weekly or semi-monthly payment of a Contract will be
applied to interest and to principal in accordance with such precomputed
allocation whether such scheduled payments are received in advance of or
subsequent to the day of the month (or in the case of a Bi-weekly Contract or
any Semi-Monthly Contract, each day in the month) on which each scheduled
payment of principal and interest is due on a Contract, exclusive of any days of
grace (the "Due Date"). All payments received on the Contracts (other than
payments allocated to items other than principal and interest or payments
sufficient to pay the outstanding principal balance of and all accrued and
unpaid interest on such Contracts) will be applied when received to current and
any previously unpaid scheduled monthly payments in the order of the Due Dates
of such payments and any payments that exceed the amount necessary to bring the
Contract current are applied to the partial prepayment of principal of the
Contract.
S-15
<PAGE>
In certain instances, the Company finances the purchase of the
Manufactured Home and takes as additional security a mortgage on the real
property on which the Manufactured Home is located or, in certain cases, a
mortgage on other property pledged on behalf of the obligor. The Company may
also take a mortgage on the real property on which the Manufactured Home is
located in lieu of a down payment in the form of cash or the value of a trade-in
unit, or as additional security. Approximately 8.91% of the Contracts by
outstanding principal balance as of the Cut-off Date are secured by a mortgage
on the real property on which the Manufactured Home is located in lieu of a down
payment in the form of cash or the value of a trade-in unit. See "Certain Legal
Aspects of the Contracts" in the Prospectus.
Fixed Rate Contracts
As of the Cut-off Date, the aggregate outstanding principal balance of the
Fixed Rate Contracts will equal $233,643,403.83 (subject to a permitted variance
of plus or minus 5%) (the "Fixed Pool Cut-off Date Principal Balance"). 74.13%
of the Fixed Rate Contracts by aggregate outstanding principal balance as of the
Cut-off Date are secured by Manufactured Homes which were new at the time the
related Fixed Rate Contracts were originated and 25.87% of the Fixed Rate
Contracts by aggregate outstanding principal balance as of the Cut-off Date are
secured by Manufactured Homes which were used at the time the related Fixed Rate
Contracts were originated. Each Fixed Rate Contract has an APR of at least
7.990% and not more than 18.250%. The weighted average APR of the Fixed Rate
Contracts as of the Cut-off Date is approximately 11.223%. The Fixed Rate
Contracts have remaining maturities as of the Cut-off Date of at least 34 months
but not more than 360 months and original maturities of at least 36 months but
not more than 360 months. As of the Cut-off Date, the Fixed Rate Contracts had a
weighted average original term to scheduled maturity of approximately 248
months, and a weighted average remaining term to scheduled maturity of
approximately 244 months. The remaining term to stated maturity of a Fixed Rate
Contract is as of the Cut-off Date. The average outstanding principal balance of
the Fixed Rate Contracts as of the Cut-off Date was $38,973.04. The weighted
average loan-to-value ratio at the time of origination of the Fixed Rate
Contracts was approximately 84.77%. Generally, "value" in such calculation is
equal to the sum of the down payment (which includes the value allocated to any
trade-in unit or land pledged as additional security or in lieu of a down
payment), the original amount financed on the related Contract, which may
include sales and other taxes, and, in the case of a Land-and-Home Contract, the
value of the land securing the Contract as estimated by the dealer. Manufactured
Homes, unlike site-built homes, generally depreciate in value, and it has been
the Company's experience that, upon repossession, the market value of a
Manufactured Home securing a manufactured housing contract is generally lower
than the principal balance of the related manufactured housing contract. The
Fixed Rate Contracts are secured by Manufactured Homes and/or real estate
located in 48 states. Approximately 16.29%, 15.57%, 15.02%, 7.37%, 6.51%, 5.53%
and 5.26% of the Fixed Rate Contracts by aggregate outstanding principal balance
as of the Cut-off Date were secured by Manufactured Homes or real estate located
in Texas, North Carolina, Tennessee, South Carolina, Florida, Virginia and
Kentucky, respectively. No other state represented more than 2.67% of the Fixed
Rate Contracts by aggregate outstanding principal balance as of the Cut-off
Date.
S-16
<PAGE>
Fixed Pool Statistics
Set forth below is a description of certain additional characteristics of
the Fixed Rate Contracts as of the Cut-off Date. Percentages may not add to
100.00% due to rounding. Totals may not add to aggregate balances due to
rounding.
Geographical Distribution of Manufactured Homes
as of Origination - Fixed Rate Contracts
<TABLE>
<CAPTION>
Percentage of
Number of Aggregate Fixed Rate Contracts
Contracts Principal by Outstanding
As of Balance Outstanding Principal Balance
State Cut-off Date As of Cut-off Date As of Cut-off Date
----- ------------ ------------------- ---------------------
<S> <C> <C> <C>
Alabama ........................ 163 $ 5,661,666 2.42%
Alaska ......................... 1 150,230 0.06
Arizona ........................ 95 3,884,245 1.66
Arkansas ....................... 94 4,303,996 1.84
California ..................... 19 1,463,999 0.63
Colorado ....................... 77 2,921,420 1.25
Delaware ....................... 17 768,265 0.33
Florida ........................ 333 15,207,095 6.51
Georgia ........................ 131 4,821,588 2.06
Idaho .......................... 4 155,700 0.07
Illinois ....................... 40 1,268,180 0.54
Indiana ........................ 57 1,875,860 0.80
Iowa ........................... 27 898,032 0.38
Kansas ......................... 17 579,710 0.25
Kentucky ....................... 340 12,286,882 5.26
Louisiana ...................... 162 6,239,490 2.67
Maine .......................... 5 353,485 0.15
Maryland ....................... 21 996,414 0.43
Massachusetts .................. 5 292,869 0.13
Michigan ....................... 98 2,670,294 1.14
Minnesota ...................... 28 821,511 0.35
Mississippi .................... 105 3,781,653 1.62
Missouri ....................... 73 2,698,085 1.15
Montana ........................ 15 498,021 0.21
Nebraska ....................... 8 233,376 0.10
Nevada ......................... 4 442,802 0.19
New Hampshire .................. 1 111,723 0.05
New Jersey ..................... 10 801,574 0.34
New Mexico ..................... 65 2,435,413 1.04
New York ....................... 81 5,044,721 2.16
North Carolina ................. 855 36,389,254 15.57
North Dakota ................... 13 323,952 0.14
Ohio ........................... 88 3,173,114 1.36
Oklahoma ....................... 46 1,616,310 0.69
Oregon ......................... 9 327,387 0.14
Pennsylvania ................... 21 1,366,746 0.58
South Carolina ................. 467 17,223,578 7.37
South Dakota ................... 3 83,464 0.04
Tennessee ...................... 923 35,104,887 15.02
Texas .......................... 1,061 38,058,285 16.29
Utah ........................... 3 114,213 0.05
Vermont ........................ 1 30,563 0.01
Virginia ....................... 325 12,924,336 5.53
Washington ..................... 7 343,431 0.15
Washington DC .................. 1 78,724 0.03
West Virginia .................. 30 1,087,621 0.47
Wisconsin ...................... 25 835,880 0.36
Wyoming ........................ 21 893,361 0.38
----- ------------ ------
Total ...................... 5,995 $233,643,404 100.00%
===== ============ ======
</TABLE>
S-17
<PAGE>
Years of Origination of Contracts - Fixed Rate Contracts
<TABLE>
<CAPTION>
Percentage of
Fixed Rate Contracts
Number of Aggregate Principal by Outstanding
Contracts Balance Outstanding Principal Balance
Year of Origination As of Cut-off Date As of Cut-off Date As of Cut-off Date
------------------- ------------------ -------------------- --------------------
<S> <C> <C> <C>
1990 ............... 3 $ 42,219 0.02%
1991 ............... 88 1,237,166 0.53
1992 ............... 12 206,407 0.09
1993 ............... 2 34,204 0.01
1995 ............... 8 202,478 0.09
1996 ............... 117 4,134,715 1.77
1997 ............... 37 1,438,129 0.62
1998 ............... 55 2,970,051 1.27
1999 ............... 329 23,426,122 10.03
2000 ............... 5,344 199,951,912 85.58
----- ------------ ------
Total ........... 5,995 $233,643,404 100.00%
===== ============ ======
</TABLE>
Distribution of Original Contract Amounts - Fixed Rate Contracts
<TABLE>
<CAPTION>
Percentage of
Fixed Rate Contracts
Number of Aggregate Principal by Outstanding
Contracts Balance Outstanding Principal Balance
Original Contract Amount As of Cut-off date As of Cut-off Date As of Cut-off Date
------------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C>
$ 0.00 - $ 5,000.00 .................... 1 $ 4,625 *%
5,000.01 - 10,000.00 .................... 119 974,703 0.42
10,000.01 - 15,000.00 .................... 307 3,865,058 1.65
15,000.01 - 20,000.00 .................... 530 9,034,264 3.87
20,000.01 - 25,000.00 .................... 624 13,703,765 5.87
25,000.01 - 30,000.00 .................... 806 22,018,505 9.42
30,000.01 - 35,000.00 .................... 808 26,097,070 11.17
35,000.01 - 40,000.00 .................... 573 21,207,011 9.08
40,000.01 - 45,000.00 .................... 385 16,189,559 6.93
45,000.01 - 50,000.00 .................... 347 16,409,323 7.02
50,000.01 - 55,000.00 .................... 312 16,335,734 6.99
55,000.01 - 60,000.00 .................... 313 17,964,396 7.69
60,000.01 - 65,000.00 .................... 245 15,246,189 6.53
65,000.01 - 70,000.00 .................... 148 9,936,453 4.25
70,000.01 - 75,000.00 .................... 122 8,816,882 3.77
75,000.01 - 80,000.00 .................... 87 6,708,776 2.87
80,000.01 - 85,000.00 .................... 59 4,877,315 2.09
85,000.01 - 90,000.00 .................... 38 3,300,842 1.41
90,000.01 - 95,000.00 .................... 33 3,027,171 1.30
95,000.01 - 100,000.00 .................... 19 1,844,891 0.79
100,000.01 - 105,000.00 .................... 21 2,146,464 0.92
105,000.01 - 110,000.00 .................... 20 2,144,298 0.92
110,000.01 - 115,000.00 .................... 8 889,955 0.38
115,000.01 - 120,000.00 .................... 10 1,163,457 0.50
120,000.01 - 125,000.00 .................... 6 726,312 0.31
125,000.01 - 130,000.00 .................... 10 1,270,825 0.54
130,000.01 - 135,000.00 .................... 8 1,058,880 0.45
135,000.01 - 140,000.00 .................... 3 396,870 0.17
140,000.01 - 145,000.00 .................... 3 424,584 0.18
150,000.01 - 155,000.00 .................... 4 586,877 0.25
155,000.01 - 160,000.00 .................... 2 261,896 0.11
165,000.01 - 170,000.00 .................... 1 165,080 0.07
170,000.01 or greater ......................... 23 4,845,373 2.07
----- ------------ ------
Total ....................................... 5,995 $233,643,404 100.00%
===== ============ ======
</TABLE>
----------
* Indicates an amount greater than zero but less than 0.005% of the
aggregate principal balance of the Contracts as of the Cut-off Date.
S-18
<PAGE>
Distribution of Original Loan-to-Value Ratios(1) - Fixed Rate Contracts
<TABLE>
<CAPTION>
Percentage of
Fixed Rate Contracts
Number of Aggregate Principal by Outstanding
Original Contracts Balance Outstanding Principal Balance
Loan-to-Value Ratio As of Cut-off Date As of Cut-off Date As of Cut-off Date
------------------- ------------------ ------------------ ------------------
<S> <C> <C> <C>
Less than 61.000% ................... 265 $ 6,699,869 2.87%
61.000% - 65.999% .................. 186 6,057,562 2.59
66.000 - 70.999 ................... 241 8,594,497 3.68
71.000 - 75.999 ................... 398 15,876,934 6.80
76.000 - 80.999 ................... 646 26,679,438 11.42
81.000 - 85.999 ................... 933 38,528,825 16.49
86.000 - 90.999 ................... 2,112 87,128,373 37.29
91.000 - 100.000 ................... 1,214 44,077,907 18.87
----- ------------ ------
Total ............................. 5,995 $233,643,404 100.00%
====== ============= ======
</TABLE>
----------
(1) The definition of "Value" is set forth above. Manufactured Homes, unlike
site-built homes, generally depreciate in value, and it should generally be
expected, especially with Contracts with high loan-to-value ratios at
origination, that any time after the origination of a Contract, the market
value of the Manufactured Home securing such Contract may be lower than the
outstanding principal balance of such Contract.
Cut-off Date Contract Rates - Fixed Rate Contracts
<TABLE>
<CAPTION>
Percentage of
Fixed Rate Contracts
Number of Aggregate Principal by Outstanding
Contracts Balance Outstanding Principal Balance
Contract Rate As of Cut-off Date As of Cut-off Date As of Cut-off Date
------------- ------------------ ------------------ ------------------
<S> <C> <C> <C>
0.000% - 8.000% ............. 8 $ 610,453 0.26%
8.001% - 9.000% ............. 72 5,537,638 2.37
9.001% - 10.000% ............. 1,361 79,828,217 34.17
10.001% - 11.000% ............. 1,579 62,666,938 26.82
11.001% - 12.000% ............. 587 21,331,903 9.13
12.001% - 13.000% ............. 842 25,430,626 10.88
13.001% - 14.000% ............. 912 23,753,392 10.17
14.001% - 15.000% ............. 427 10,252,586 4.39
15.001% - 16.000% ............. 183 3,749,209 1.60
16.001% - 17.000% ............. 22 449,396 0.19
17.001% - 18.000% ............. 1 19,887 0.01
18.001% - 19.000% ............. 1 13,159 0.01
----- ------------- ------
Total .......................... 5,995 $ 233,643,404 100.00%
===== ============= ======
</TABLE>
Remaining Months to Maturity - Fixed Rate Contracts
<TABLE>
<CAPTION>
Percentage of
Fixed Rate Contracts
Number of Aggregate Principal by Outstanding
Months Remaining Contracts Balance Outstanding Principal Balance
As of Cut-off Date As of Cut-off Date As of Cut-off Date As of Cut-off Date
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C>
1 - 72 .................... 243 $ 3,068,643 1.31%
73 - 84 .................... 246 3,891,835 1.67
85 - 120 .................... 506 10,374,417 4.44
121 - 156 .................... 528 13,632,920 5.83
157 - 180 .................... 1,031 31,006,323 13.27
181 - 240 .................... 1,887 76,490,791 32.74
241 - 300 .................... 731 39,577,082 16.94
301 - 360 .................... 823 55,601,392 23.80
----- ------------ ------
Total ......................... 5,995 $233,643,404 100.00%
===== ============ ======
</TABLE>
S-19
<PAGE>
Adjustable Rate Contracts
As of the Cut-off Date, the aggregate outstanding principal balance of the
Adjustable Rate Contracts will equal approximately $30,877,654.71 (subject to a
permitted variance of plus or minus 5%) (the "Adjustable Pool Cut-off Date
Principal Balance"). 98.52% of the Adjustable Rate Contracts by aggregate
outstanding principal balance as of the Cut-off Date are secured by Manufactured
Homes which were new at the time the related Adjustable Rate Contracts were
originated and 1.48% of the Adjustable Rate Contracts by aggregate outstanding
principal balance as of the Cut-off Date are secured by Manufactured Homes which
were used at the time the related Adjustable Rate Contracts were originated. All
of the Adjustable Rate Contracts are variable rate Contracts that adjust
annually initially at the date set forth in the related Contract and at regular
intervals thereafter (each such date, a "Change Date") to equal the sum of (i)
the monthly average yield on U.S. Treasury securities adjusted to a constant
maturity of five years as made available by the Federal Reserve Board (the
"Index") on a "lookback date" (a date specified in each Contract which occurs up
to a specified number of days before the applicable Change Date) and (ii) the
number of basis points set forth in such Contract (the "Gross Margin"), subject
to rounding and to the effects of the Periodic Cap, the applicable Lifetime Cap
and the applicable Lifetime Floor. The "Periodic Cap" limits changes in the APR
for each Adjustable Rate Contract on each Change Date. The "Lifetime Cap" is the
maximum APR that may be borne by an Adjustable Rate Contract over its life. The
"Lifetime Floor" is the minimum APR that may be borne by an Adjustable Rate
Contract over its life and is equal to the Gross Margin for such Adjustable Rate
Contract. Each Adjustable Rate Contract has an APR of at least 7.990% and not
more than 15.490%. The weighted average APR of the Adjustable Rate Contracts as
of the Cut-off Date is approximately 9.611%. The Adjustable Rate Contracts have
remaining maturities as of the Cut-off Date of at least 58 months but not more
than 360 months and original maturities of at least 60 months but not more than
360 months. As of the Cut-off Date, the Adjustable Rate Contracts had a weighted
average original term to scheduled maturity of approximately 268 months, and a
weighted average remaining term to scheduled maturity of approximately 265
months. The remaining term to stated maturity of an Adjustable Rate Contract is
as of the Cut-off Date. The average outstanding principal balance of the
Adjustable Rate Contracts as of the Cut-off Date was $47,577.28. The weighted
average loan-to-value ratio at the time of origination of the Adjustable Rate
Contracts was approximately 85.30%. The calculation of the loan-to-value for the
Adjustable Rate Contracts is as set forth under the "The Contract Pool--
Adjustable Rate Contracts." Manufactured Homes, unlike site-built homes,
generally depreciate in value, and it has been the Company's experience that,
upon repossession, the market value of a Manufactured Home securing a
manufactured housing contract is generally lower than the principal balance of
the related manufactured housing contract. The Adjustable Rate Contracts are
secured by Manufactured Homes and/or real estate located in 26 states.
Approximately 29.02%, 15.96%, 15.94%, 10.30%, and 7.37% of the Adjustable Rate
Contracts by aggregate outstanding principal balance as of the Cut-off Date were
secured by Manufactured Homes or real estate located in North Carolina, Texas,
Tennessee, South Carolina and Virginia respectively. No other state represented
more than 3.46% of the Adjustable Rate Contracts by aggregate outstanding
principal balance as of the Cut-off Date.
The Periodic Cap for the Adjustable Rate Contracts ranged from 1% to 2%
with a weighted average of approximately 1.486%. The Months to Interest Roll
(with respect to each Adjustable Rate Contract, the number of months from the
Cut-off Date to the next adjustment of the APR of such Contract) for the
Adjustable Rate Contracts as of the Cut-off Date ranged from 1 to 14 months with
a weighted average of approximately 10.763 months. The weighted average Payment
Roll Frequency (with respect to each Contract, the number of months between
adjustments of the APR) for all Adjustable Rate Contracts was approximately
11.987 months.
S-20
<PAGE>
Adjustable Pool Statistics
Set forth below is a description of certain additional characteristics of
the Adjustable Rate Contracts as of the Cut-off Date. Percentages may not add to
100.00% due to rounding. Totals may not add to aggregate balances due to
rounding.
Geographical Distribution of Manufactured Homes
as of Origination - Adjustable Rate Contracts
<TABLE>
<CAPTION>
Percentage of
Adjustable Rate Contracts
Number of Aggregate Principal by Outstanding
Contracts Balance Outstanding Principal Balance
State As of Cut-off Date As of Cut-off Date As of Cut-off Date
----- ------------------ ------------------ ------------------
<S> <C> <C> <C>
Alabama ................. 3 $ 150,379 0.49%
Arizona ................. 7 321,207 1.04
Arkansas ................ 5 264,487 0.86
Colorado ................ 5 233,169 0.76
Delaware ................ 3 123,345 0.40
Florida ................. 23 995,183 3.22
Georgia ................. 16 667,181 2.16
Indiana ................. 6 328,399 1.06
Kentucky ................ 26 1,069,256 3.46
Louisiana ............... 13 587,396 1.90
Maryland ................ 2 95,202 0.31
Mississippi ............. 1 56,880 0.18
Missouri ................ 8 319,027 1.03
New Jersey .............. 1 51,414 0.17
New Mexico .............. 5 211,222 0.68
New York ................ 2 130,714 0.42
North Carolina .......... 169 8,959,276 29.02
Ohio .................... 6 234,325 0.76
Oklahoma ................ 12 516,715 1.67
Pennsylvania ............ 2 87,357 0.28
South Carolina .......... 59 3,179,602 10.30
Tennessee ............... 101 4,922,312 15.94
Texas ................... 124 4,928,120 15.96
Virginia ................ 46 2,277,210 7.37
Washington .............. 1 66,570 0.22
West Virginia ........... 3 101,706 0.33
--- ----------- ------
Total ................. 649 $30,877,655 100.00%
=== =========== ======
</TABLE>
Years of Origination of Contracts - Adjustable Rate Contracts
<TABLE>
<CAPTION>
Percentage of
Adjustable Rate Contracts
Number of Aggregate Principal by Outstanding
Contracts Balance Outstanding Principal Balance
Year of Origination As of Cut-off Date As of Cut-off Date As of Cut-off Date
------------------- ------------------ ------------------ ------------------
<S> <C> <C> <C>
1991 ..................... 6 $ 68,727 0.22%
1997 ..................... 2 57,158 0.19
1998 ..................... 11 551,636 1.79
1999 ..................... 28 1,741,882 5.64
2000 ..................... 602 28,458,251 92.16
--- ----------- ------
Total .................. 649 $30,877,655 100.00%
=== =========== ======
</TABLE>
S-21
<PAGE>
Distribution of Original Contract Amounts - Adjustable Rate Contracts
<TABLE>
<CAPTION>
Percentage of
Adjustable Rate Contracts
Number of Aggregate Principal by Outstanding
Contracts Balance Outstanding Principal Balance
Original Contract Amount As of Cut-off Date As of Cut-off Date As of Cut-off Date
------------------------ ------------------ -------------------- ------------------
<S> <C> <C> <C>
$ 10,000.01 -- 15,000.00 ............ 5 $ 56,442 0.18%
15,000.01 -- 20,000.00 ............ 7 100,290 0.32
20,000.01 -- 25,000.00 ............ 18 403,397 1.31
25,000.01 -- 30,000.00 ............ 56 1,547,054 5.01
30,000.01 -- 35,000.00 ............ 110 3,546,100 11.48
35,000.01 -- 40,000.00 ............ 78 2,883,036 9.34
40,000.01 -- 45,000.00 ............ 42 1,722,362 5.58
45,000.01 -- 50,000.00 ............ 44 2,098,225 6.80
50,000.01 -- 55,000.00 ............ 57 2,965,929 9.61
55,000.01 -- 60,000.00 ............ 71 4,059,347 13.15
60,000.01 -- 65,000.00 ............ 44 2,744,393 8.89
65,000.01 -- 70,000.00 ............ 49 3,227,513 10.45
70,000.01 -- 75,000.00 ............ 22 1,583,959 5.13
75,000.01 -- 80,000.00 ............ 20 1,542,188 4.99
80,000.01 -- 85,000.00 ............ 10 817,306 2.65
85,000.01 -- 90,000.00 ............ 6 524,240 1.70
90,000.01 -- 95,000.00 ............ 1 93,790 0.30
95,000.01 -- 100,000.00 ............ 4 388,953 1.26
100,000.01 -- 105,000.00 ............ 2 207,864 0.67
105,000.01 -- 110,000.00 ............ 1 107,623 0.35
115,000.01 -- 120,000.00 ............ 1 117,904 0.38
140,000.01 -- 145,000.00 ............ 1 139,740 0.45
--- ----------- ------
Total .............................. 649 $30,877,655 100.00%
=== =========== ======
</TABLE>
Distribution of Original Loan-to-Value Ratios(1) - Adjustable Rate Contracts
<TABLE>
<CAPTION>
Percentage of
Adjustable Rate Contracts
Number of Aggregate Principal by Outstanding
Original Contracts Balance Outstanding Principal Balance
Loan-to-Value Ratio As of Cut-off Date As of Cut-off Date As of Cut-off Date
------------------- ------------------ ------------------ ------------------
<S> <C> <C> <C>
Less than 61.000% ............. 13 $ 435,349 1.41%
61.000% - 65.999% ........... 17 727,421 2.36
66.000 - 70.999 ............ 26 1,164,096 3.77
71.000 - 75.999 ............ 27 1,359,654 4.40
76.000 - 80.999 ............ 58 2,973,244 9.63
81.000 - 85.999 ............ 94 4,885,467 15.82
86.000 - 90.999 ............ 330 15,802,303 51.18
91.000 - 100.000 ............ 84 3,530,119 11.43
--- ----------- ------
Total ....................... 649 $30,877,655 100.00%
=== =========== ======
</TABLE>
----------
(1) The definition of "Value" is set forth above. Manufactured Homes, unlike
site-built homes, generally depreciate in value, and it should generally be
expected, especially with Contracts with high loan-to-value ratios at
origination, that any time after the origination of a Contract, the market
value of the Manufactured Home securing such Contract may be lower than the
outstanding principal balance of such Contract.
S-22
<PAGE>
Cut-off Date Contract Rates - Adjustable Rate Contracts
<TABLE>
<CAPTION>
Percentage of
Adjustable Rate Contracts
Number of Aggregate Principal by Outstanding
Contract Rate Contracts Balance Outstanding Principal Balance
As of Cut-off Date As of Cut-off Date As of Cut-off Date As of Cut-off Date
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C>
0.000% - 8.000% ........... 6 $ 556,448 1.80%
8.001 - 9.000 ............ 275 16,528,180 53.53
9.001 - 10.000 ............ 268 9,989,517 32.35
10.001 - 11.000 ............ 27 992,352 3.21
11.001 - 12.000 ............ 21 979,430 3.17
12.001 - 13.000 ............ 36 1,306,408 4.23
13.001 - 14.000 ............ 10 366,044 1.19
14.001 - 15.000 ............ 5 111,973 0.36
15.001 - 16.000 ............ 1 47,301 0.15
--- ----------- ------
Total ..................... 649 $30,877,655 100.00%
=== =========== ======
</TABLE>
Remaining Months to Maturity - Adjustable Rate Contracts
<TABLE>
<CAPTION>
Percentage of
Adjustable Rate Contracts
Number of Aggregate Principal by Outstanding
Months Remaining Contracts Balance Outstanding Principal Balance
As of Cut-off Date As of Cut-off Date As of Cut-off Date As of Cut-off Date
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C>
1 - 72 ................. 7 $ 121,473 0.39%
73 - 84 ................. 4 77,472 0.25
85 - 120 ................. 8 231,676 0.75
121 - 156 ................. 14 452,886 1.47
157 - 180 ................. 59 1,998,678 6.47
181 - 240 ................. 282 11,117,023 36.00
241 - 300 ................. 176 10,238,312 33.16
301 - 360 ................. 99 6,640,134 21.50
--- ----------- ------
Total ...................... 649 $30,877,655 100.00%
=== =========== ======
</TABLE>
S-23
<PAGE>
Distribution of Lifetime Cap - Adjustable Rate Contracts
<TABLE>
<CAPTION>
Percentage of
Adjustable Rate Contracts
Number of Aggregate Principal by Outstanding
Contracts Balance Outstanding Principal Balance
Lifetime Cap As of Cut-off Date As of Cut-off Date As of Cut-off Date
------------ ------------------ ------------------ ------------------
<S> <C> <C> <C>
12.501% - 13.000% ............ 6 $ 552,753 1.79
13.001 - 13.500 ............. 17 1,133,618 3.67
13.501 - 14.000 ............. 61 3,296,385 10.68
14.001 - 14.500 ............. 1 44,977 0.15
14.501 - 15.000 ............. 279 14,932,275 48.36
15.001 - 15.500 ............. 28 1,650,878 5.35
15.501 - 16.000 ............. 163 5,695,563 18.45
16.001 - 16.500 ............. 18 644,596 2.09
16.501 - 17.000 ............. 6 217,452 0.70
17.001 - 17.500 ............. 13 500,816 1.62
17.501 - 18.000 ............. 17 772,283 2.50
18.001 - 18.500 ............. 12 529,783 1.72
18.501 - 19.000 ............. 10 404,250 1.31
19.001 - 19.500 ............. 6 203,268 0.66
19.501 - 20.000 ............. 8 182,177 0.59
20.001 - 20.500 ............. 2 40,609 0.13
20.501 - 21.000 ............. 1 28,667 0.09
21.001 - 21.500 ............. 1 47,301 0.15
--- ----------- ------
Total .................... 649 $30,877,655 100.00%
=== =========== ======
</TABLE>
Distribution of Gross Margins - Adjustable Rate Contracts
<TABLE>
<CAPTION>
Percentage of
Adjustable Rate Contracts
Number of Aggregate Principal by Outstanding
Contracts Balance Outstanding Principal Balance
Gross Margin As of Cut-off Date As of Cut-off Date As of Cut-off Date
------------- ------------------ ------------------ ------------------
<S> <C> <C> <C>
3.001% - 3.500% ............ 1 $ 107,623 0.35%
4.001 - 4.500 ............. 1 75,076 0.24
4.501 - 5.000 ............. 11 734,976 2.38
5.001 - 5.500 ............. 22 1,296,600 4.20
5.501 - 6.000 ............. 9 380,923 1.23
6.001 - 6.500 ............. 430 20,217,562 65.48
6.501 - 7.000 ............. 169 7,996,167 25.90
7.001 - 7.500 ............. 1 12,970 0.04
7.501 - 8.000 ............. 5 55,757 0.18
--- ----------- ------
Total .................. 649 $30,877,655 100.00%
=== =========== ======
</TABLE>
S-24
<PAGE>
Distribution of Next Contract Rate Change - Adjustable Rate Contracts
<TABLE>
<CAPTION>
Percentage of
Adjustable Rate Contracts
Number of Aggregate Principal by Outstanding
Date of Next Contracts Balance Outstanding Principal Balance
Contract Rate Change As of Cut-off Date As of Cut-off Date As of Cut-off Date
-------------------- ------------------ ------------------ ------------------
<S> <C> <C> <C>
August 2000 ...................... 2 $ 28,289 0.09%
September 2000 ................... 4 47,183 0.15
October 2000 ..................... 1 12,970 0.04
January 2001 ..................... 1 19,153 0.06
February 2001 .................... 2 132,025 0.43
March 2001 ....................... 8 459,469 1.49
April 2001 ....................... 28 1,471,600 4.77
May 2001 ......................... 233 10,571,552 34.24
June 2001 ........................ 223 10,576,557 34.25
July 2001 ........................ 124 6,319,204 20.47
August 2001 ...................... 20 1,039,472 3.37
September 2001 ................... 3 200,180 0.65
--- ----------- ------
Total .......................... 649 $30,877,655 100.00%
=== =========== ======
</TABLE>
Distribution of Periodic Cap - Adjustable Rate Contracts
<TABLE>
<CAPTION>
Percentage of
Adjustable Rate Contracts
Number of Aggregate Principal by Outstanding
Contracts Balance Outstanding Principal Balance
Periodic Cap As of Cut-off Date As of Cut-off Date As of Cut-off Date
------------ ------------------ ------------------ ------------------
<S> <C> <C> <C>
1.000% .................................... 338 $15,881,257 51.43%
2.000 ..................................... 311 14,996,398 48.57
--- ----------- ------
Total 649 $30,877,655 100.00%
=== =========== ======
</TABLE>
VANDERBILT MORTGAGE AND FINANCE, INC.
The following information supplements the information in the Prospectus
under the heading "Vanderbilt Mortgage and Finance, Inc." and "Underwriting
Policies" in the Prospectus.
The volume of manufactured housing contracts originated by the Company for
the periods indicated below and certain other information at the end of such
periods are as follows:
Contract Origination
<TABLE>
<CAPTION>
Year Ended June 30,
------------------------------------------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Principal Balance of Contracts
Originated (in thousands) ......................... $476,467 $646,624 $801,865 $1,085,484 $982,570
Number of Contracts Originated ..................... 16,910 21,691 24,304 30,165 26,161
Average Contract Size(1) ........................... $ 28,177 $ 29,811 $ 32,993 $ 35,985 $ 37,559
Average Interest Rate(1) ........................... 10.72% 11.10% 10.51% 10.40% 10.85%
</TABLE>
----------
(1) As of period end.
The following table shows the size of the portfolio of manufactured
housing contracts serviced by the Company on the dates indicated:
S-25
<PAGE>
Contract Servicing Portfolio
<TABLE>
<CAPTION>
At June 30,
-------------------------------------------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total Number of Contracts
Being Serviced(1) ...................... 74,154 85,912 108,045 119,396 129,814
Originated by the Company .............. 64,298 75,455 86,245 98,963 108,887
Acquired from other institutions ....... 9,856 10,457 21,800 20,433 20,927
</TABLE>
----------
(1) Excludes contracts serviced by the Company on behalf of third parties
other than Company sponsored trusts.
Delinquency Experience(1)
<TABLE>
<CAPTION>
At June 30,
----------------------------------------------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total Number of Contracts
Outstanding(2)(3) ........................... 74,154 85,912 108,045 119,396 129,814
Company Originations ........................ 64,298 75,455 86,245 98,963 108,887
Acquisitions from other institutions ........ 9,856 10,457 21,800 20,433 20,927
Number of Contracts Delinquent(4):
Total 30 to 59 days past due ................ 953 1,159 2,045 1,274 1,510
Company Originations ........................ 761 982 1,048 1,016 962
Acquisitions from other institutions ........ 192 177 997 258 548
Total 60 to 89 days past due ................... 285 284 568 453 511
Company Originations ........................ 238 236 268 332 339
Acquisitions from other institutions ........ 47 48 300 121 172
Total 90 days or more past due ................. 516 590 1,486 1,222 1,522
Company Originations ........................ 341 440 547 610 809
Acquisitions from other institutions ........ 175 150 939 612 713
Total Contracts Delinquent(5) .................. 1,754 2,033 4,099 2,949 3,543
Company Originations ....................... 1,340 1,658 1,863 1,958 2,110
Acquisitions from other institutions ....... 414 375 2,236 991 1,433
Total Contracts Delinquent(6) .................. 1,511 1,789 3,603 2,467 2,841
Company Originations ....................... 1,211 1,503 1,711 1,825 1,820
Acquisitions from other institutions ....... 300 286 1,892 642 1,021
Total Delinquencies as a Percent(7) of
Contracts Outstanding(5) ................... 2.37% 2.37% 3.79% 2.47% 2.73%
Company Originations ....................... 2.08% 2.20% 2.16% 1.98% 1.94%
Acquisitions from other institutions ....... 4.20% 3.59% 10.26% 4.85% 6.85%
Total Delinquencies as a Percent(7)
of Contracts Outstanding(6) ................ 2.04% 2.08% 3.34% 2.07% 2.19%
Company Originations ....................... 1.88% 1.99% 1.98% 1.84% 1.67%
Acquisitions from other institutions ....... 3.04% 2.74% 8.68% 3.14% 4.88%
</TABLE>
----------
(1) Includes data on contracts originated by the Company and portfolios
acquired by the Company from other financial institutions, as described
under "Vanderbilt Mortgage and Finance, Inc." in the Prospectus.
(2) Excludes contracts serviced by others for which the Company is
contingently liable.
(3) Excludes contracts serviced by the Company on behalf of third parties
other than Company sponsored trusts.
(4) Including contracts that were repossessed during the prior 30-day period,
and based on number of days payments are contractually past due (assuming
30-day months). Consequently, a payment due on the first day of a month is
not 30 days delinquent until the first day of the following month.
(5) Including contracts that were repossessed during the prior 30-day period.
(6) Excluding contracts that were repossessed during the prior 30-day period.
(7) By number of contracts.
S-26
<PAGE>
The following table sets forth the loan loss/repossession experience of
the Company and its affiliates for the manufactured housing contracts serviced
by the Company.
Loan Loss/Repossession Experience(1)
<TABLE>
<CAPTION>
At or for the Year Ended June 30,
---------------------------------------------------------------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
(Dollars in thousands)
Total Number of Contracts
Serviced(2)(3) ................................... 74,154 85,912 99,819 119,396 129,814
Company Originations ............................. 64,298 75,455 86,245 98,963 108,887
Acquisitions from other institutions ............. 9,856 10,457 13,574 20,433 20,927
Aggregate Principal Balance of
Contracts Serviced(4) ............................ $1,456,103 $1,910,438 $2,340,583 $3,204,787 $3,713,688
Company Originations ............................. $1,351,324 $1,749,645 $2,190,183 $2,787,204 $3,262,055
Acquisitions from other institutions ............. $ 104,779 $ 160,793 $ 150,400 $ 417,583 $ 451,633
Net Losses from Contract Liquidations(5):
Total Dollars(6) ................................. $ 2,052 $ 715 $ 17,861 $ 39,764 $ 49,751
Company Originations(6) .......................... $ (442) $ (1,622) $ 15,099 $ 24,671 $ 37,552
Acquisitions from other institutions ............. $ 2,494 $ 2,337 $ 2,762 $ 15,093 $ 12,199
Percentage of Average Principal
Balance(7) ....................................... 0.15% 0.04% 0.84% 1.37% 1.44%
Company Originations ............................. (0.04)% (0.10)% 0.77% 0.99% 1.24%
Acquisitions from other institutions ............. 2.16% 1.76% 1.70% 3.68% 2.81%
Total Number of Contracts in
Repossession(3) .................................. 709 937 1,682 1,857 2,231
Company Originations(8) .......................... 635 885 1,229 1,374 1,774
Acquisitions from Other Institutions ............. 74 52 453 483 457
</TABLE>
----------
(1) Includes data on contracts originated by the Company and portfolios
acquired by the Company from other financial institutions, as described
under "Vanderbilt Mortgage and Finance, Inc." in the Prospectus.
(2) As of period end. Excludes contracts serviced by others for which the
Company is contingently liable.
(3) Excludes contracts serviced by the Company on behalf of third parties
other than Company sponsored trusts.
(4) As of period end. Includes principal balances of contracts serviced by
others for which the Company is contingently liable.
(5) Includes net losses on contracts serviced by others for which the Company
is contingently liable.
(6) For all periods through June 30, 1997, the calculation of net losses has
been determined after all accrued and unpaid interest was written off and
does not include repossession and other liquidation expenses. For these
periods, data with respect to repossession and other liquidation expenses
generally was not maintained by dealers on a separately identifiable
basis, and, therefore, this information was not available to the Company.
The Company believes that it would not be unusual for such expenses to
have been equal to 15% of the Scheduled Principal Balance of a defaulted
Contract. However, actual expenses may have been higher or lower. For the
periods ended June 30, 1998, June 30, 1999 and June 30, 2000, data with
respect to repossession and other liquidation expenses has been maintained
by dealers and made available to the Company. The Company has, therefore,
included dealer repossession and liquidation expense data in the numbers
calculated for such periods. Because of the different computational method
used, amounts shown for the periods ended June 30, 1998, June 30, 1999 and
June 30, 2000 are not comparable to prior periods.
(7) As a percentage of the average principal balance of all contracts being
serviced during the period. Percentages have been annualized.
(8) Includes repossessions from contracts serviced by others for which the
Company is contingently liable.
The Company believes that its historical loss experience has been
favorably affected by its capacity to resell repossessed units through dealers
owned by CHI and to make needed repairs on repossessed units through the
facilities of such dealers, rather than paying the rates charged by unaffiliated
parties. If the Company is replaced as Servicer of the Contracts, the successor
Servicer may not have access to the CHI dealer network and, as a consequence,
the loss experience on the Contracts may be adversely affected.
The data presented in the preceding tables are for illustrative purposes
only, and there is no assurance that the delinquency, loan loss and repossession
experience of Contracts in the Contract Pool will be similar to that set forth
above. The delinquency, loan loss and repossession experience of manufactured
housing contracts historically has been sharply affected by a downturn in
regional or local economic conditions. For instance, such a downturn and higher
levels of delinquency, loan loss and repossession were experienced in areas
dependent on the oil and gas industry. These regional or local economic
conditions are often volatile, and no predictions can be made regarding future
economic loss upon repossession. In addition, an increased supply of used units
in one region may in turn affect the supply in other regions, thus affecting
economic loss upon liquidation in such other regions. Information regarding the
geographic location, at origination, of the Manufactured Homes securing the
Contracts in the Contract Pool is set forth under "The Contract Pool" herein.
S-27
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES FOR CHI
Set forth below are CHI's ratios of earnings to fixed charges for the past
five years. For the purposes of compiling these ratios, earnings consist of
earnings before income taxes plus fixed charges. Fixed charges consist of
interest expense and the interest portion of rent expense.
<TABLE>
<CAPTION>
For Year Ended June 30,
----------------------------------------------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges.............. 36.00 39.99 41.24 12.48* 19.87
</TABLE>
----------
* The reduction in the earnings to fixed charges ratio for the year ended June
30, 1999 compared to prior years was due primarily to an increase in interest
expense as a result of increased borrowings by CHI and its consolidated
companies. The requisite financing for recent acquisitions of contracts, the
funding of a CHI stock repurchase program and general working capital needs
attributed to such rise in CHI's outstanding debt obligations. For additional
financial information we refer you to CHI's annual 10-K report for fiscal
year ended June 30, 1999 and quarterly 10-Q reports for the quarterly periods
ended September 30, 1999, December 31, 1999 and March 31, 2000, which were
previously filed with the SEC.
YIELD AND PREPAYMENT CONSIDERATIONS
The Contracts have maturities at origination ranging from 36 to 360
months, but may be prepaid in full or in part at any time. The prepayment
experience of the Contracts (including prepayments due to liquidations of
defaulted contracts) will affect the average life of the Certificates. The
weighted average life of, and, if purchased at other than par, the yield to
maturity on, the Offered Certificates will relate to the rate of payment of
principal in the Contracts in the related Contract Group, including, for this
purpose, prepayments, liquidations due to defaults, casualties and
condemnations. Based on the Company's experience with the portfolio of
conventional manufactured housing contracts serviced by it, the Company
anticipates that a number of Contracts will be prepaid in full prior to their
maturity. A number of factors, including homeowner mobility, general and
regional economic conditions and prevailing interest rates may influence
prepayments. In addition, repurchases of Contracts on account of certain
breaches of representations and warranties as described below under "Description
of the Certificates--Conveyance of Contracts" will have the effect of prepayment
of such Contracts and therefore will affect the life of the Certificates. Most
of the Contracts contain provisions that prohibit the owner from selling the
Manufactured Home without the prior consent of the holder of the related
Contract. Such provisions are similar to the "due-on-sale" clauses and may not
be enforceable in some states. See "Certain Legal Aspects of the
Contracts--Transfers of Manufactured Homes; Enforceability of `Due-on-Sale'
Clauses" in the Prospectus. The initial Servicer's policy is to permit most
sales of Manufactured Homes where the proposed buyer meets the initial
Servicer's then current underwriting standards and enters into an assumption
agreement. See "--Weighted Average Life of the Offered Certificates" below and
"Maturity and Prepayment Considerations" in the Prospectus.
As with fixed rate obligations generally, the rate of prepayment on a pool
of Contracts with fixed rates (such as the Fixed Rate Contracts) is affected by
prevailing market rates for Contracts of a comparable term and risk level. When
the market interest rate is below the contract APR, Obligors may have an
increased incentive to refinance their contracts. Depending on prevailing market
rates, the future outlook for market rates and economic conditions generally,
some Obligors may sell or refinance their contracts in order to realize their
equity in the manufactured house, to meet cash flow needs or to make other
investments.
As is the case with conventional fixed rate obligations, adjustable rate
obligations (such as the Adjustable Rate Contracts) may also be subject to a
greater rate of principal prepayments in a declining interest rate environment.
For example, if prevailing interest rates fall significantly, adjustable rate
contracts could be subject to higher prepayment rates than if prevailing
interest rates remain constant because the availability of fixed-rate contracts
at competitive interest rates may encourage Obligors to refinance their
adjustable rate contract to "lock in" a lower fixed interest rate. However, no
assurance can be given as to the level of prepayments that the Adjustable Rate
Contracts will experience.
The allocation of distributions to the Certificateholders in accordance
with the Agreement will have the effect of accelerating the amortization of the
Senior Certificates in the sequence indicated under "Description of the
Certificates--Distributions" from the amortization that would be applicable if
distributions in respect of the applicable Formula Principal Distribution Amount
were made pro rata according to the respective Principal Balances
S-28
<PAGE>
of each Class of Certificates. As described under "Description of the
Certificates-- Senior/Subordinate Structure" herein, to the extent that, on any
Remittance Date, the Available Distribution Amount, is not sufficient to permit
a full distribution of the applicable Formula Principal Distribution Amount or
the portion thereof due on such Remittance Date to the Class of the Offered
Certificates entitled to such distribution, the effect will be to delay the
amortization of such Class of the Offered Certificates. If a purchaser of a
Class of Offered Certificates purchases them at a discount and calculates its
anticipated yield to maturity based on an assumed rate of payment of principal
on such Offered Certificates that is faster than the rate actually realized,
such purchaser's actual yield to maturity will be lower than the yield so
calculated by such purchaser.
The effective yield to each holder of a Fixed Pool Certificate (other than
a Class A-1 Certificate) will be below that otherwise produced by the applicable
Remittance Rate and the purchase price of such holder's Certificate because,
while interest will accrue in respect of each calendar month, the distribution
of such interest to such holders will be made on the 7th day (or, if such day is
not a business day, the next succeeding business day) of the month following the
Due Period in which it accrues.
The rate of distributions of principal of the Offered Certificates and the
yield to maturity of the Offered Certificates also will be directly related to
the rate of payment of principal (including prepayments) of the Contracts. The
rate of principal distributions on the Offered Certificates will be affected by
the amortization schedules of the Contracts and the rate of principal payments
on the Contracts (including prepayments due to liquidations upon default). In
general, the Contracts may be prepaid by the Obligors at any time without
payment of any prepayment fee or penalty.
On each Remittance Date, the Class M-1 Certificateholders will not receive
any distributions of principal until the Class A ARM Certificates have been paid
the Class A ARM Formula Principal Distribution Amount. In addition, the Class
M-1 Certificateholders will not receive any distributions of principal until the
Class M-1 and Class B Principal Distribution Test is met or the Class A Fixed
Pool Certificate Principal Balance is reduced to zero. The rate of principal
payments on the Class M-1 Certificates, the aggregate amount of distributions on
the Class M-1 Certificates and the yield to maturity of the Class M-1
Certificates will be affected by the rate of Obligor defaults resulting in
losses on Liquidated Contracts, by the severity of those losses and by the
timing of those losses. If a purchaser of Class M-1 Certificates calculates its
anticipated yield based on an assumed rate of default and an assumed amount of
losses that are lower than the default rate and amount of losses actually
incurred and such amount of losses actually incurred is not entirely covered by
the subordination of the Class B Certificates, its actual yield to maturity will
be lower than that so calculated. The timing of losses on Liquidated Contracts
will also affect an investor's actual yield to maturity, even if the rate of
defaults and severity of losses are consistent with an investor's expectations.
If the protection afforded to the Class M-1 Certificateholders by the
subordination of the Class B Certificates is exhausted, the Class M-1
Certificateholders will bear all losses and delinquencies on the Contracts and
will incur a loss on their investment.
On each Remittance Date, the Class B-1 Certificateholders will not receive
any distribution of principal until the Class A ARM Certificates have been paid
the Class A ARM Formula Principal Distribution Amount. In addition, the Class
B-1 Certificateholders will not receive any distributions of principal until the
Class M-1 and Class B Principal Distribution Test is met or the Class A Fixed
Pool Certificate Principal Balance and the Class M-1 Principal Balance are
reduced to zero. The rate of principal payments on the Class B-1 Certificates,
the aggregate amount of distributions on the Class B-1 Certificates and the
yield to maturity of the Class B-1 Certificates will be affected by the rate of
Obligor defaults resulting in losses on Liquidated Contracts, by the severity of
those losses and by the timing of those losses. If a purchaser of Class B-1
Certificates calculates its anticipated yield based on an assumed rate of
default and an assumed amount of losses that are lower than the default rate and
amount of losses actually incurred and such amount of losses actually incurred
is not entirely covered by the subordination of the Class B-2 Certificates, its
actual yield to maturity will be lower than that so calculated. The timing of
losses on Liquidated Contracts will also affect an investor's actual yield to
maturity, even if the rate of defaults and severity of losses are consistent
with an investor's expectations. If the protection afforded to the Class B-1
Certificateholders by the subordination of the Class B-2 Certificates is
exhausted, the Class B-1 Certificateholders will bear all losses and
delinquencies on the Contracts and will incur a loss on their investment.
On each Remittance Date, the Class B-2 Certificateholders will not receive
any distributions of principal until the Class A ARM Certificates have been paid
the Class A ARM Formula Principal Distribution Amount. In addition, the Class
B-2 Certificateholders will not receive any distributions of principal until the
Class M-1 and Class B Principal Distribution Test is met or the Class A Fixed
Pool Certificate Principal Balance, the Class M-1 Principal
S-29
<PAGE>
Balance and the Class B-1 Principal Balance are reduced to zero. The rate of
principal payments on the Class B-2 Certificates, the aggregate amount of
distributions on the Class B-2 Certificates and the yield to maturity of the
Class B-2 Certificateholders will be affected by the rate of Obligor defaults
resulting in losses on Liquidated Contracts, by the severity of those losses and
by the timing of those losses. If a purchaser of Class B-2 Certificates
calculates its anticipated yield based on an assumed rate of default and an
assumed amount of losses that are lower than the default rate and amount of
losses actually incurred and such amount of losses actually incurred is not
entirely covered by the Limited Guarantee or Alternate Credit Enhancement, its
actual yield to maturity will be lower than that so calculated. The timing of
losses on Liquidated Contracts will also affect an investor's actual yield to
maturity, even if the rate of defaults and severity of losses are consistent
with an investor's expectations. If the protection afforded to the Class B-2
Certificateholders by the Limited Guarantee is unavailable or the Alternate
Credit Enhancement is exhausted, the Class B-2 Certificateholders will bear all
losses and delinquencies on the Contracts and will incur a loss on their
investment.
There can be no assurance that the delinquency or repossession experience
set forth herein under "Vanderbilt Mortgage and Finance, Inc." will be
representative of the results that may be experienced with respect to the
Contracts. There can be no assurance as to the delinquency, repossession or loss
experience with respect to the Contracts.
As described herein under the "Description of the Certificates --
Senior/Subordinate Structure" and "--Losses on Liquidated Contracts" on any
Remittance Date on or after the Remittance Date, if any, on which the Class A
Fixed Pool Certificate Principal Balance is greater than the Fixed Pool
Scheduled Principal Balance, if the Available Distribution Amount is not
sufficient to permit a full distribution of the combined Formula Principal
Distribution Amount to the Class of Senior Certificateholders then entitled to
such amount, the Class A-5 Certificateholders will absorb (i) all losses on each
Liquidated Contract in the amount by which its Liquidation Proceeds (net of
certain liquidation expenses (the "Liquidation Expenses") and applicable
Advances) are less than its unpaid principal balance plus accrued and unpaid
interest thereon at the weighted average Remittance Rate and the percentage rate
used to calculate the monthly servicing fee and (ii) other shortfalls in the
Available Distribution Amount and will incur a loss on their investments. See
"Description of the Certificates--Distributions" herein.
On any Remittance Date on or after the Remittance Date, if any, on which
the Principal Balance of the Senior Certificates is greater than the Pool
Scheduled Principal Balance, if the Available Distribution Amount is not
sufficient to permit a full distribution of the Formula Principal Distribution
Amounts to the Senior Certificateholders, the Senior Certificateholders will
absorb (i) all losses on each Liquidated Contract in the amount by which its
Liquidation Proceeds (net of Liquidation Expenses and applicable Advances) are
less than its unpaid principal balance plus accrued and unpaid interest thereon
at the weighted average Remittance Rate and the percentage rate used to
calculate the monthly servicing fee and (ii) other shortfalls in the Available
Distribution Amount and will incur a loss on their investments. See "Description
of the Certificates--Distributions" herein.
The Company (if it is no longer the Servicer) and the Servicer (whether or
not the Company remains the Servicer) each has the option to repurchase the
Contracts then outstanding and any other property constituting the Trust Fund if
on any Remittance Date the Pool Scheduled Principal Balance is less than 10% of
the Cut-off Date Pool Principal Balance. See "Description of the
Certificates--Optional Termination" herein. The exercise of such option would
effect the early retirement of the then outstanding Certificates.
In the event that there were a sufficiently large number of delinquencies
on the Contracts in any Due Period that were not covered by Monthly Advances as
described herein, the amounts paid to Certificateholders could be less than the
amount of principal and interest that would otherwise be payable on the Offered
Certificates with respect to such Due Period. In such event, even if delinquent
payments on the Contracts were eventually recovered upon liquidation, since the
amounts received would not include interest on delinquent interest payments, the
effective yield on the Contracts would be reduced, and under certain
circumstances it is possible that sufficient amounts might not be available for
the ultimate payment of all principal of the Offered Certificates plus accrued
interest thereon at the related Remittance Rate, thus also reducing the
effective yield on the Offered Certificates.
While partial prepayments of the principal on the Contracts are applied on
Due Dates, Obligors are not required to pay interest on the Contracts after the
date of a full prepayment of principal. As a result, full prepayments in advance
of the related Due Dates for such Contracts in any Due Period will reduce the
amount of interest received
S-30
<PAGE>
from Obligors during such Due Period to less than one month's interest. On the
other hand, when a Contract (other than a Bi-weekly Contract or any Semi-Monthly
Contract) is prepaid in full during any period, but after the Due Date for such
Contract in such Due Period, the effect will be to increase the amount of
interest received from the related Obligor during such Due Period to more than
one month's interest. If a sufficient number of Contracts are prepaid in full in
a given Due Period in advance of their respective Due Dates, interest payable on
all of the Contracts during that Due Period may be less than the interest
payable on the related Classes of Certificates with respect to such Due Period.
In addition, because the principal balance of the Bi-weekly Contracts are
reduced on a bi-weekly basis and the principal balance of any Semi-Monthly
Contracts on a semi-monthly basis, the amount of interest due from Obligors on
such Contracts is less than that which would have accrued if such Contracts were
amortized on a monthly basis. As a result, the Trust Fund may not receive
sufficient monies to pay the interest on such Certificates in the amounts set
forth herein under "Description of the Certificates--Distributions" and to make
a full distribution to the related Certificateholders of the related Formula
Principal Distribution Amounts respectively allocable to them. Although no
assurance can be given in this matter, the Company does not anticipate that the
net shortfall of interest received because of prepayments in full or the
amortization of the Bi-weekly Contracts or any Semi-Monthly Contracts in any Due
Period would be great enough, in the absence of delinquencies and Liquidation
Losses, to reduce the Available Distribution Amount for a Remittance Date below
the amount required to be distributed to the Certificateholders on that
Remittance Date in the absence of such prepayment interest shortfalls.
Each scheduled payment on a Bi-weekly Contract in any Due Period will
contain only two weeks of interest, and each scheduled payment on any
Semi-Monthly Contract in any Due Period will contain only one-half of one
month's interest rather than one month's interest. In addition, the second, and
in some Due Periods the third (in the case of a Bi-weekly Contract) scheduled
payment in each Due Period will be calculated on a principal balance that is
lower than the principal balance at the beginning of that Due Period. These
characteristics may result in the interest due on a Bi-weekly Contract or any
Semi-Monthly Contract in a particular Due Period being less than thirty days'
interest on the principal balance thereof at the beginning of the Due Period.
Weighted Average Life of the Offered Certificates
The following information is given solely to illustrate the effect of
prepayments of the Contracts on the weighted average life of the Offered
Certificates under the stated assumptions and is not a prediction of the
prepayment rate that might actually be experienced by the Contracts.
Weighted average life refers to the average amount of time from the date
of issuance of a security until each dollar of principal of such security will
be repaid to the investor. The weighted average life of the Offered Certificates
will be affected by the rate at which principal on the Contracts is paid.
Principal payments on Contracts may be in the form of scheduled amortization or
prepayments (for this purpose, the term "prepayment" includes repayments and
liquidations due to default or other dispositions of Contracts). Prepayments on
contracts may be measured by a prepayment standard or model. The model used in
this Prospectus Supplement (the "Prepayment Model") is based on an assumed rate
of prepayment each month of the then unpaid principal balance of a pool of new
Contracts. 100% of the Prepayment Model assumes prepayment rates of 3.7% per
annum of the then unpaid principal balance of such Contracts in the first month
of the life of the Contracts and an additional 0.1% per annum in each month
thereafter until the 24th month. Beginning in the 24th month and in each month
thereafter during the life of the Contracts, 100% of the Prepayment Model
assumes a constant prepayment rate of 6.0% per annum.
As used in the following tables "0% of the Prepayment Model" assumes no
prepayments on the Contracts; "100% of the Prepayment Model" assumes the
Contracts will prepay at rates equal to 100% of the Prepayment Model assumed
prepayment rates; and "225% of the Prepayment Model" assumes the Contracts will
prepay at rates equal to 225% of the Prepayment Model assumed prepayment rates.
There is no assurance, however, that prepayments of the Contracts will
conform to any level of the Prepayment Model, and no representation is made that
the Contracts will prepay at the prepayment rates shown or any other prepayment
rate. The rate of principal payments on pools of manufactured housing contracts
is influenced by a variety of economic, geographic, social and other factors,
including the level of interest rates and the rate at which manufactured
homeowners sell their manufactured homes or default on their contracts. Other
factors affecting prepayment of contracts include changes in obligors' housing
needs, job transfers, unemployment and obligors' net equity in the manufactured
homes. In the case of mortgage loans secured by site-built homes, in general, if
prevailing
S-31
<PAGE>
interest rates fall significantly below the interest rates on such mortgage
loans, the mortgage loans are likely to be subject to higher prepayment rates
than if prevailing interest rates remain at or above the rates borne by such
mortgage loans. Conversely, if prevailing interest rates rise above the interest
on such mortgage loans, the rate of prepayment would be expected to decrease. In
the case of manufactured housing contracts, however, because the outstanding
principal balances are, in general, much smaller than mortgage loan balances and
the original term to maturity of each such contract is generally shorter, the
reduction or increase in the size of the monthly payments on contracts of the
same maturity and principal balance arising from a change in the interest rate
thereon is generally much smaller. Consequently, changes in prevailing interest
rates may not have a similar effect, or may have a similar effect, but to a
smaller degree, on the prepayment rates on manufactured housing contracts.
Fixed Rate Assumptions
The tables set forth below assume that there are no delinquencies on the
Fixed Rate Contracts and that there will be a sufficient Available Distribution
Amount to distribute interest on the Fixed Pool Certificates and the Fixed Pool
Formula Principal Distribution Amount to the Certificateholders then entitled
thereto.
The percentages and weighted average lives in the following tables were
determined assuming that (i) scheduled interest and principal payments on the
Fixed Rate Contracts are received in a timely manner and prepayments on the
Fixed Rate Contracts and Adjustable Rate Contracts are made as set forth in the
table below under "Prepayment Scenarios"; (ii) the Servicer or the Company
exercises its right of optional termination described above; (iii) the Fixed
Rate Contracts will, as of the Cut-off Date, be grouped into six pools having
the additional characteristics set forth below under "Assumed Contract
Characteristics for Fixed Pool"; (iv) one-month Libor is 6.62%; (v) the Original
Class Principal Balance and the Remittance Rate of each Class of Fixed Pool
Certificates is as set forth under "Summary Information"; (vi) no interest
shortfalls will arise in connection with prepayment in full of the Contracts;
(vii) there will be no losses on the Fixed Rate Contracts; (viii) the Contract
Pool Performance Tests are satisfied; (ix) the Fixed Pool Certificates are
purchased on August 29, 2000, and (x) the Fixed Pool Certificates pay on the 7th
day of each month, regardless of whether the 7th is a Business Day. No
representation is made that the Contracts will experience delinquencies or
losses at the respective rates assumed above or at any other rates.
<TABLE>
<CAPTION>
Prepayment Scenarios
Fixed Rate Contract Prepayments Adjustable Rate Contract Prepayments
Scenarios (% of Prepayment Model) (% of Prepayment Model)
--------- ------------------------------- ------------------------------------
<S> <C> <C>
1 0% 0%
2 150% 175%
3 175% 225%
4 200% 250%
5 225% 275%
6 250% 300%
</TABLE>
S-32
<PAGE>
<TABLE>
<CAPTION>
Assumed Contract Characteristics for Fixed Pool
Remaining Original
Term to Term to
Current Maturity Maturity
Pool Principal Balance APR (Months) (Months)
------------------------------- ------------------- ------ --------- --------
<S> <C> <C> <C> <C>
1 .................................... $ 2,010,600.66 13.148% 57 66
2 .................................... 15,324,294.83 12.731 103 115
3 .................................... 44,639,242.87 12.472 167 169
4 .................................... 76,490,790.76 11.381 230 231
5 .................................... 39,577,082.32 10.313 271 274
6 .................................... 55,601,392.39 10.164 351 358
--------------- ------ --- ---
Total ............................. $233,643,403.83
===============
</TABLE>
Since the tables were prepared on the basis of the assumptions in the
preceding paragraph, there may be discrepancies between the characteristics of
the actual Fixed Rate Contracts and the characteristics of the Fixed Rate
Contracts assumed in preparing the tables. Any such discrepancy may have an
effect upon the percentages of the Original Class A-1 Principal Balance,
Original Class A-2 Principal Balance, Original Class A-3 Principal Balance,
Original Class A-4 Principal Balance, Original Class A-5 Principal Balance,
Original Class M-1 Principal Balance, Original Class B-1 Principal Balance and
Original Class B-2 Principal Balance outstanding and weighted average lives of
the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5 Certificates, Class M-1 Certificates, Class
B-1 Certificates and Class B-2 Certificates set forth in the tables. In
addition, since the actual Contracts and the Trust Fund have characteristics
which differ from those assumed in preparing the tables set forth below, the
distributions of principal on each Class of Fixed Pool Certificates may be made
earlier or later than as indicated in the tables.
It is not likely that Contracts will prepay at any constant percentage of
the Prepayment Model to maturity or that all Contracts will prepay at the same
rate. In addition, the diverse remaining terms to maturity of the Contracts
(which include recently originated Contracts) could produce slower distributions
of principal than as indicated in the tables at the various percentages of the
Prepayment Model specified even if the weighted average remaining term to
maturity of the Contracts is the same as the weighted average remaining term to
maturity of the Assumed Contract Characteristics.
Investors are urged to make their investment decisions on a basis that
includes their determination as to anticipated prepayment rates under a variety
of the assumptions discussed herein.
Based on the foregoing assumptions, the following tables indicate the
resulting weighted average lives of the Fixed Pool Certificates and set forth
the percentage of the Original Class Principal Balance of each Fixed Pool
Certificate that would be outstanding after each of the dates shown at the
indicated percentages of the Prepayment Model.
S-33
<PAGE>
Percent of the Original Class Principal Balance of the Class A-1
Certificates at the Respective Prepayment Scenarios
Set Forth Below:
<TABLE>
<CAPTION>
Prepayment Scenarios
----------------------------------------------------------------
1 2 3 4 5 6
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage ........................ 100 100 100 100 100 100
August 7, 2001 ............................ 92 63 58 53 48 43
August 7, 2002 ............................ 82 22 12 2 0 0
August 7, 2003 ............................ 71 0 0 0 0 0
August 7, 2004 ............................ 59 0 0 0 0 0
August 7, 2005 ............................ 46 0 0 0 0 0
August 7, 2006 ............................ 32 0 0 0 0 0
August 7, 2007 ............................ 16 0 0 0 0 0
August 7, 2008 ............................ 0 0 0 0 0 0
August 7, 2009 ............................ 0 0 0 0 0 0
August 7, 2010 ............................ 0 0 0 0 0 0
August 7, 2011 ............................ 0 0 0 0 0 0
August 7, 2012 ............................ 0 0 0 0 0 0
August 7, 2013 ............................ 0 0 0 0 0 0
August 7, 2014 ............................ 0 0 0 0 0 0
August 7, 2015 ............................ 0 0 0 0 0 0
August 7, 2016 ............................ 0 0 0 0 0 0
August 7, 2017 ............................ 0 0 0 0 0 0
August 7, 2018 ............................ 0 0 0 0 0 0
August 7, 2019 ............................ 0 0 0 0 0 0
August 7, 2020 ............................ 0 0 0 0 0 0
August 7, 2021 ............................ 0 0 0 0 0 0
August 7, 2022 ............................ 0 0 0 0 0 0
August 7, 2023 ............................ 0 0 0 0 0 0
August 7, 2024 ............................ 0 0 0 0 0 0
August 7, 2025 ............................ 0 0 0 0 0 0
August 7, 2026 ............................ 0 0 0 0 0 0
August 7, 2027 ............................ 0 0 0 0 0 0
August 7, 2028 ............................ 0 0 0 0 0 0
August 7, 2029 ............................ 0 0 0 0 0 0
August 7, 2030 ............................ 0 0 0 0 0 0
Weighted Average Life (years)(1) .......... 4.5 1.3 1.1 1.0 0.9 0.9
</TABLE>
----------
(1) The weighted average life of the Class A-1 Certificates is determined by
(i) multiplying the amount of each principal distribution by the number of
years from the initial date of issuance of the Class A-1 Certificates to
the related Remittance Date, (ii) summing the results and (iii) dividing
the sum by the Original Class A-1 Principal Balance.
S-34
<PAGE>
Percent of the Original Class Principal Balance of the Class A-2
Certificates at the Respective Prepayment Scenarios
Set Forth Below:
<TABLE>
<CAPTION>
Prepayment Scenarios
----------------------------------------------------------------
1 2 3 4 5 6
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage ........................ 100 100 100 100 100 100
August 7, 2001 ............................ 100 100 100 100 100 100
August 7, 2002 ............................ 100 100 100 100 92 82
August 7, 2003 ............................ 100 80 66 51 37 24
August 7, 2004 ............................ 100 41 23 6 0 0
August 7, 2005 ............................ 100 4 0 0 0 0
August 7, 2006 ............................ 100 0 0 0 0 0
August 7, 2007 ............................ 100 0 0 0 0 0
August 7, 2008 ............................ 98 0 0 0 0 0
August 7, 2009 ............................ 79 0 0 0 0 0
August 7, 2010 ............................ 60 0 0 0 0 0
August 7, 2011 ............................ 40 0 0 0 0 0
August 7, 2012 ............................ 17 0 0 0 0 0
August 7, 2013 ............................ 0 0 0 0 0 0
August 7, 2014 ............................ 0 0 0 0 0 0
August 7, 2015 ............................ 0 0 0 0 0 0
August 7, 2016 ............................ 0 0 0 0 0 0
August 7, 2017 ............................ 0 0 0 0 0 0
August 7, 2018 ............................ 0 0 0 0 0 0
August 7, 2019 ............................ 0 0 0 0 0 0
August 7, 2020 ............................ 0 0 0 0 0 0
August 7, 2021 ............................ 0 0 0 0 0 0
August 7, 2022 ............................ 0 0 0 0 0 0
August 7, 2023 ............................ 0 0 0 0 0 0
August 7, 2024 ............................ 0 0 0 0 0 0
August 7, 2025 ............................ 0 0 0 0 0 0
August 7, 2026 ............................ 0 0 0 0 0 0
August 7, 2027 ............................ 0 0 0 0 0 0
August 7, 2028 ............................ 0 0 0 0 0 0
August 7, 2029 ............................ 0 0 0 0 0 0
August 7, 2030 ............................ 0 0 0 0 0 0
Weighted Average Life (years)(1) .......... 10.4 3.8 3.4 3.0 2.8 2.5
</TABLE>
----------
(1) The weighted average life of the Class A-2 Certificates is determined by
(i) multiplying the amount of each principal distribution by the number of
years from the initial date of issuance of the Class A-2 Certificates to
the related Remittance Date, (ii) summing the results and (iii) dividing
the sum by the Original Class A-2 Principal Balance.
S-35
<PAGE>
Percent of the Original Class Principal Balance of the Class A-3
Certificates at the Respective Prepayment Scenarios
Set Forth Below:
<TABLE>
<CAPTION>
Prepayment Scenarios
---------------------------------------------------------------
1 2 3 4 5 6
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage ........................ 100 100 100 100 100 100
August 7, 2001 ............................ 100 100 100 100 100 100
August 7, 2002 ............................ 100 100 100 100 100 100
August 7, 2003 ............................ 100 100 100 100 100 100
August 7, 2004 ............................ 100 100 100 100 85 62
August 7, 2005 ............................ 100 100 78 51 25 1
August 7, 2006 ............................ 100 73 44 17 0 0
August 7, 2007 ............................ 100 42 14 0 0 0
August 7, 2008 ............................ 100 13 0 0 0 0
August 7, 2009 ............................ 100 0 0 0 0 0
August 7, 2010 ............................ 100 0 0 0 0 0
August 7, 2011 ............................ 100 0 0 0 0 0
August 7, 2012 ............................ 100 0 0 0 0 0
August 7, 2013 ............................ 89 0 0 0 0 0
August 7, 2014 ............................ 60 0 0 0 0 0
August 7, 2015 ............................ 41 0 0 0 0 0
August 7, 2016 ............................ 21 0 0 0 0 0
August 7, 2017 ............................ 0 0 0 0 0 0
August 7, 2018 ............................ 0 0 0 0 0 0
August 7, 2019 ............................ 0 0 0 0 0 0
August 7, 2020 ............................ 0 0 0 0 0 0
August 7, 2021 ............................ 0 0 0 0 0 0
August 7, 2022 ............................ 0 0 0 0 0 0
August 7, 2023 ............................ 0 0 0 0 0 0
August 7, 2024 ............................ 0 0 0 0 0 0
August 7, 2025 ............................ 0 0 0 0 0 0
August 7, 2026 ............................ 0 0 0 0 0 0
August 7, 2027 ............................ 0 0 0 0 0 0
August 7, 2028 ............................ 0 0 0 0 0 0
August 7, 2029 ............................ 0 0 0 0 0 0
August 7, 2030 ............................ 0 0 0 0 0 0
Weighted Average Life (years)(1) .......... 14.6 6.7 5.9 5.1 4.6 4.2
</TABLE>
----------
(1) The weighted average life of the Class A-3 Certificates is determined by
(i) multiplying the amount of each principal distribution by the number of
years from the initial date of issuance of the Class A-3 Certificates to
the related Remittance Date, (ii) summing the results and (iii) dividing
the sum by the Original Class A-3 Principal Balance.
S-36
<PAGE>
Percent of the Original Class Principal Balance of the Class A-4
Certificates at the Respective Prepayment Scenarios
Set Forth Below:
<TABLE>
<CAPTION>
Prepayment Scenarios
--------------------------------------------------------------
1 2 3 4 5 6
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage ........................ 100 100 100 100 100 100
August 7, 2001 ............................ 100 100 100 100 100 100
August 7, 2002 ............................ 100 100 100 100 100 100
August 7, 2003 ............................ 100 100 100 100 100 100
August 7, 2004 ............................ 100 100 100 100 100 100
August 7, 2005 ............................ 100 100 100 100 100 100
August 7, 2006 ............................ 100 100 100 100 95 78
August 7, 2007 ............................ 100 100 100 91 74 58
August 7, 2008 ............................ 100 100 90 72 56 42
August 7, 2009 ............................ 100 91 72 55 41 28
August 7, 2010 ............................ 100 74 56 41 28 17
August 7, 2011 ............................ 100 59 43 29 18 8
August 7, 2012 ............................ 100 46 31 19 9 0
August 7, 2013 ............................ 100 33 20 9 0 0
August 7, 2014 ............................ 100 21 10 0 0 0
August 7, 2015 ............................ 100 13 0 0 0 0
August 7, 2016 ............................ 100 0 0 0 0 0
August 7, 2017 ............................ 98 0 0 0 0 0
August 7, 2018 ............................ 78 0 0 0 0 0
August 7, 2019 ............................ 56 0 0 0 0 0
August 7, 2020 ............................ 45 0 0 0 0 0
August 7, 2021 ............................ 36 0 0 0 0 0
August 7, 2022 ............................ 25 0 0 0 0 0
August 7, 2023 ............................ 16 0 0 0 0 0
August 7, 2024 ............................ 0 0 0 0 0 0
August 7, 2025 ............................ 0 0 0 0 0 0
August 7, 2026 ............................ 0 0 0 0 0 0
August 7, 2027 ............................ 0 0 0 0 0 0
August 7, 2028 ............................ 0 0 0 0 0 0
August 7, 2029 ............................ 0 0 0 0 0 0
August 7, 2030 ............................ 0 0 0 0 0 0
Weighted Average Life (years)(1) .......... 20.0 11.9 10.7 9.6 8.7 7.8
</TABLE>
----------
(1) The weighted average life of the Class A-4 Certificates is determined by
(i) multiplying the amount of each principal distribution by the number of
years from the initial date of issuance of the Class A-4 Certificates to
the related Remittance Date, (ii) summing the results and (iii) dividing
the sum by the Original Class A-4 Principal Balance.
S-37
<PAGE>
Percent of the Original Class Principal Balance of the Class A-5
Certificates at the Respective Prepayment Scenarios
Set Forth Below:
<TABLE>
<CAPTION>
Prepayment Scenarios
--------------------------------------------------------------
1 2 3 4 5 6
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage ........................ 100 100 100 100 100 100
August 7, 2001 ............................ 100 100 100 100 100 100
August 7, 2002 ............................ 100 100 100 100 100 100
August 7, 2003 ............................ 100 100 100 100 100 100
August 7, 2004 ............................ 100 100 100 100 100 100
August 7, 2005 ............................ 100 100 100 100 100 100
August 7, 2006 ............................ 100 100 100 100 100 100
August 7, 2007 ............................ 100 100 100 100 100 100
August 7, 2008 ............................ 100 100 100 100 100 100
August 7, 2009 ............................ 100 100 100 100 100 100
August 7, 2010 ............................ 100 100 100 100 100 100
August 7, 2011 ............................ 100 100 100 100 100 100
August 7, 2012 ............................ 100 100 100 100 100 0
August 7, 2013 ............................ 100 100 100 100 0 0
August 7, 2014 ............................ 100 100 100 0 0 0
August 7, 2015 ............................ 100 100 0 0 0 0
August 7, 2016 ............................ 100 0 0 0 0 0
August 7, 2017 ............................ 100 0 0 0 0 0
August 7, 2018 ............................ 100 0 0 0 0 0
August 7, 2019 ............................ 100 0 0 0 0 0
August 7, 2020 ............................ 100 0 0 0 0 0
August 7, 2021 ............................ 100 0 0 0 0 0
August 7, 2022 ............................ 100 0 0 0 0 0
August 7, 2023 ............................ 100 0 0 0 0 0
August 7, 2024 ............................ 0 0 0 0 0 0
August 7, 2025 ............................ 0 0 0 0 0 0
August 7, 2026 ............................ 0 0 0 0 0 0
August 7, 2027 ............................ 0 0 0 0 0 0
August 7, 2028 ............................ 0 0 0 0 0 0
August 7, 2029 ............................ 0 0 0 0 0 0
August 7, 2030 ............................ 0 0 0 0 0 0
Weighted Average Life (years)(1) .......... 23.3 15.4 14.0 13.1 12.2 11.4
</TABLE>
----------
(1) The weighted average life of the Class A-5 Certificates is determined by
(i) multiplying the amount of each principal distribution by the number of
years from the initial date of issuance of the Class A-5 Certificates to
the related Remittance Date, (ii) summing the results and (iii) dividing
the sum by the Original Class A-5 Principal Balance.
S-38
<PAGE>
Percent of the Original Class Principal Balance of the Class M-1
Certificates at the Respective Prepayment Scenarios
Set Forth Below:
<TABLE>
<CAPTION>
Prepayment Scenarios
--------------------------------------------------------------
1 2 3 4 5 6
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage ........................ 100 100 100 100 100 100
August 7, 2001 ............................ 100 100 100 100 100 100
August 7, 2002 ............................ 100 100 100 100 100 100
August 7, 2003 ............................ 100 100 100 100 100 100
August 7, 2004 ............................ 100 100 100 100 100 100
August 7, 2005 ............................ 100 100 100 100 100 100
August 7, 2006 ............................ 100 88 86 85 83 82
August 7, 2007 ............................ 100 76 74 71 69 66
August 7, 2008 ............................ 100 66 62 59 56 54
August 7, 2009 ............................ 100 56 53 49 46 43
August 7, 2010 ............................ 100 49 45 41 38 35
August 7, 2011 ............................ 100 41 37 34 30 27
August 7, 2012 ............................ 100 35 31 27 24 0
August 7, 2013 ............................ 97 29 25 22 0 0
August 7, 2014 ............................ 87 23 20 0 0 0
August 7, 2015 ............................ 80 19 0 0 0 0
August 7, 2016 ............................ 72 0 0 0 0 0
August 7, 2017 ............................ 63 0 0 0 0 0
August 7, 2018 ............................ 53 0 0 0 0 0
August 7, 2019 ............................ 42 0 0 0 0 0
August 7, 2020 ............................ 36 0 0 0 0 0
August 7, 2021 ............................ 31 0 0 0 0 0
August 7, 2022 ............................ 26 0 0 0 0 0
August 7, 2023 ............................ 22 0 0 0 0 0
August 7, 2024 ............................ 0 0 0 0 0 0
August 7, 2025 ............................ 0 0 0 0 0 0
August 7, 2026 ............................ 0 0 0 0 0 0
August 7, 2027 ............................ 0 0 0 0 0 0
August 7, 2028 ............................ 0 0 0 0 0 0
August 7, 2029 ............................ 0 0 0 0 0 0
August 7, 2030 ............................ 0 0 0 0 0 0
Weighted Average Life (years)(1) .......... 18.5 10.3 9.7 9.3 8.9 8.5
</TABLE>
----------
(1) The weighted average life of the Class M-1 Certificates is determined by
(i) multiplying the amount of each principal distribution by the number of
years from the initial date of issuance of the Class M-1 Certificates to
the related Remittance Date, (ii) summing the results and (iii) dividing
the sum by the Original Class M-1 Principal Balance.
S-39
<PAGE>
Percent of the Original Class Principal Balance of the Class B-1
Certificates at the Respective Prepayment Scenarios
Set Forth Below:
<TABLE>
<CAPTION>
Prepayment Scenarios
--------------------------------------------------------------
1 2 3 4 5 6
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage ........................ 100 100 100 100 100 100
August 7, 2001 ............................ 100 100 100 100 100 100
August 7, 2002 ............................ 100 100 100 100 100 100
August 7, 2003 ............................ 100 100 100 100 100 100
August 7, 2004 ............................ 100 100 100 100 100 100
August 7, 2005 ............................ 100 100 100 100 100 100
August 7, 2006 ............................ 100 67 64 60 56 52
August 7, 2007 ............................ 100 37 31 24 18 12
August 7, 2008 ............................ 100 10 1 0 0 0
August 7, 2009 ............................ 100 0 0 0 0 0
August 7, 2010 ............................ 100 0 0 0 0 0
August 7, 2011 ............................ 100 0 0 0 0 0
August 7, 2012 ............................ 100 0 0 0 0 0
August 7, 2013 ............................ 93 0 0 0 0 0
August 7, 2014 ............................ 66 0 0 0 0 0
August 7, 2015 ............................ 47 0 0 0 0 0
August 7, 2016 ............................ 26 0 0 0 0 0
August 7, 2017 ............................ 3 0 0 0 0 0
August 7, 2018 ............................ 0 0 0 0 0 0
August 7, 2019 ............................ 0 0 0 0 0 0
August 7, 2020 ............................ 0 0 0 0 0 0
August 7, 2021 ............................ 0 0 0 0 0 0
August 7, 2022 ............................ 0 0 0 0 0 0
August 7, 2023 ............................ 0 0 0 0 0 0
August 7, 2024 ............................ 0 0 0 0 0 0
August 7, 2025 ............................ 0 0 0 0 0 0
August 7, 2026 ............................ 0 0 0 0 0 0
August 7, 2027 ............................ 0 0 0 0 0 0
August 7, 2028 ............................ 0 0 0 0 0 0
August 7, 2029 ............................ 0 0 0 0 0 0
August 7, 2030 ............................ 0 0 0 0 0 0
Weighted Average Life (years)(1) .......... 14.8 6.6 6.4 6.3 6.2 6.1
</TABLE>
----------
(1) The weighted average life of the Class B-1 Certificates is determined by
(i) multiplying the amount of each principal distribution by the number of
years from the initial date of issuance of the Class B-1 Certificates to
the related Remittance Date, (ii) summing the results and (iii) dividing
the sum by the Original Class B-1 Principal Balance.
S-40
<PAGE>
Percent of the Original Class Principal Balance of the Class B-2
Certificates at the Respective Prepayment Scenarios
Set Forth Below:
<TABLE>
<CAPTION>
Prepayment Scenarios
--------------------------------------------------------------
1 2 3 4 5 6
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage ........................ 100 100 100 100 100 100
August 7, 2001 ............................ 100 100 100 100 100 100
August 7, 2002 ............................ 100 100 100 100 100 100
August 7, 2003 ............................ 100 100 100 100 100 100
August 7, 2004 ............................ 100 100 100 100 100 100
August 7, 2005 ............................ 100 100 100 100 100 100
August 7, 2006 ............................ 100 100 100 100 100 100
August 7, 2007 ............................ 100 100 100 100 100 100
August 7, 2008 ............................ 100 100 100 96 91 86
August 7, 2009 ............................ 100 91 85 80 74 69
August 7, 2010 ............................ 100 78 72 66 61 56
August 7, 2011 ............................ 100 67 60 55 49 44
August 7, 2012 ............................ 100 56 50 44 39 0
August 7, 2013 ............................ 100 46 40 35 0 0
August 7, 2014 ............................ 100 37 32 0 0 0
August 7, 2015 ............................ 100 31 0 0 0 0
August 7, 2016 ............................ 100 0 0 0 0 0
August 7, 2017 ............................ 100 0 0 0 0 0
August 7, 2018 ............................ 86 0 0 0 0 0
August 7, 2019 ............................ 68 0 0 0 0 0
August 7, 2020 ............................ 59 0 0 0 0 0
August 7, 2021 ............................ 51 0 0 0 0 0
August 7, 2022 ............................ 42 0 0 0 0 0
August 7, 2023 ............................ 35 0 0 0 0 0
August 7, 2024 ............................ 0 0 0 0 0 0
August 7, 2025 ............................ 0 0 0 0 0 0
August 7, 2026 ............................ 0 0 0 0 0 0
August 7, 2027 ............................ 0 0 0 0 0 0
August 7, 2028 ............................ 0 0 0 0 0 0
August 7, 2029 ............................ 0 0 0 0 0 0
August 7, 2030 ............................ 0 0 0 0 0 0
Weighted Average Life (years)(1) .......... 20.8 12.5 11.7 11.1 10.5 10.0
</TABLE>
----------
(1) The weighted average life of the Class B-2 Certificates is determined by
(i) multiplying the amount of each principal distribution by the number of
years from the initial date of issuance of the Class B-2 Certificates to
the related Remittance Date, (ii) summing the results and (iii) dividing
the sum by the Original Class B-2 Principal Balance.
S-41
<PAGE>
Adjustable Pool Assumptions
The tables set forth below assume that there are no delinquencies on the
Adjustable Rate Contracts and that there will be a sufficient Available
Distribution Amount to distribute interest on the Class A ARM Certificates and
the Class A ARM Certificate Formula Principal Distribution Amount to the
Certificateholders then entitled thereto.
The percentages and weighted average lives in the following tables were
determined assuming that (i) scheduled interest and principal payments on the
Adjustable Rate Contracts are received in a timely manner and prepayments on the
Fixed Rate Contracts and Adjustable Rate Contracts are made as set forth under
the table "Payment Scenarios" in "Yield and Prepayment Considerations--Fixed
Rate Assumptions" above; (ii) the Servicer or the Company exercises its right of
optional termination described above; (iii) the Adjustable Rate Contracts will,
as of the Cut-off Date, be grouped into four pools having the additional
characteristics set forth below under "Assumed Contract Characteristics for
Adjustable Pool"; (iv) one-month LIBOR is 6.62% and five year CMT is 6.09%; (v)
the Original Class Principal Balance and the Remittance Rate of the Class A ARM
Certificates is as set forth under "Summary Information"; (vi) no interest
shortfalls will arise in connection with prepayment in full of the Adjustable
Rate Contracts; (vii) there will be no losses on the Adjustable Rate Contracts;
(viii) the Contract Pool Performance Tests are satisfied; (ix) the Adjustable
Pool Certificates are purchased on August 29, 2000 and (x) the Adjustable Pool
Certificates pay on the 7th day of each month, regardless of whether the 7th is
a Business Day. No representation is made that the Contracts will experience
delinquencies or losses at the respective rates assumed above or at any other
rates.
<TABLE>
<CAPTION>
Assumed Contract Characteristics for Adjustable Pool
Remaining Original
Current Term to Term to
Principal Current Maturity Maturity
Pool Balance APR (Months) (Months)
---------------------------------------- --------------- ------------ ----------- ---------
<S> <C> <C> <C> <C>
1 ...................................... $7,350,041.76 9.725% 276 276
2 ...................................... 9,915,300.97 9.627 268 269
3 ...................................... 9,861,611.55 9.590 251 253
4 ...................................... 3,750,700.43 9.400 273 287
-------------
Total ............................... $30,877,654.71
==============
</TABLE>
<TABLE>
<CAPTION>
First
Lifetime Lifetime Periodic Adjustment Adjustment
Gross Rate Rate Rate Date Frequency
Pool Margin Cap Floor Cap (Months) (Months) Index
------------ ------- ------ ------- ---------------------------- ---------------- ------------
Interest Payment Interest Payment
--------------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 ........... 6.321% 15.564% 9.725% 1.463% 12 13 12 12 CMT - 5 year
2 ........... 6.264 15.410 9.627 1.441 11 12 12 12 CMT - 5 year
3 ........... 6.352 15.313 9.590 1.500 10 11 12 12 CMT - 5 year
4 ........... 5.607 14.647 9.400 1.610 9 10 12 12 CMT - 5 year
</TABLE>
Since the tables were prepared on the basis of the assumptions in the
preceding paragraph, there are discrepancies between the characteristics of the
actual Contracts and the characteristics of the Contracts assumed in preparing
the tables. Any such discrepancy may have an effect upon the percentages of the
Original Class A ARM Principal Balance and outstanding and weighted average life
of the Class A ARM Certificates set forth in the tables. In addition, since the
actual Contracts and the Trust Fund have characteristics which differ from those
assumed in preparing the tables set forth below, the distributions of principal
on the Certificates may be made earlier or later than as indicated in the
tables.
S-42
<PAGE>
It is not likely that Contracts will prepay at any constant percentage of
the Prepayment Model to maturity or that all Contracts will prepay at the same
rate. In addition, the diverse remaining terms to maturity of the Contracts
(which include recently originated Contracts) could produce slower distributions
of principal than as indicated in the tables at the various percentages of the
Prepayment Model specified even if the weighted average remaining term to
maturity of the Contracts is the same as the weighted average remaining term to
maturity of the Assumed Contract Characteristics.
Investors are urged to make their investment decisions on a basis that
includes their determination as to anticipated prepayment rates under a variety
of the assumptions discussed herein.
Based on the foregoing assumptions, the following tables indicate the
resulting weighted average lives of the Certificates and set forth the
percentage of the Original Class Principal Balance of the Class A ARM
Certificates that would be outstanding after each of the dates shown at the
indicated percentages of the Prepayment Model.
S-43
<PAGE>
Percent of the Original Class Principal Balance of the Class A ARM
Certificates at the Respective Prepayment Scenarios
Set Forth Below:
<TABLE>
<CAPTION>
Prepayment Scenarios
--------------------------------------------------------------
1 2 3 4 5 6
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage ........................ 100 100 100 100 100 100
August 7, 2001 ............................ 99 91 89 88 86 85
August 7, 2002 ............................ 97 81 76 74 72 70
August 7, 2003 ............................ 96 72 65 62 60 57
August 7, 2004 ............................ 95 63 56 52 49 46
August 7, 2005 ............................ 93 56 47 44 40 37
August 7, 2006 ............................ 92 49 40 36 33 30
August 7, 2007 ............................ 90 43 34 30 27 24
August 7, 2008 ............................ 87 37 29 25 22 19
August 7, 2009 ............................ 85 32 24 21 18 15
August 7, 2010 ............................ 82 28 20 17 14 12
August 7, 2011 ............................ 79 24 17 14 12 10
August 7, 2012 ............................ 75 21 14 11 9 0
August 7, 2013 ............................ 71 17 11 9 0 0
August 7, 2014 ............................ 67 15 9 0 0 0
August 7, 2015 ............................ 62 12 0 0 0 0
August 7, 2016 ............................ 56 0 0 0 0 0
August 7, 2017 ............................ 49 0 0 0 0 0
August 7, 2018 ............................ 42 0 0 0 0 0
August 7, 2019 ............................ 33 0 0 0 0 0
August 7, 2020 ............................ 24 0 0 0 0 0
August 7, 2021 ............................ 13 0 0 0 0 0
August 7, 2022 ............................ 5 0 0 0 0 0
August 7, 2023 ............................ 0 0 0 0 0 0
August 7, 2024 ............................ 0 0 0 0 0 0
August 7, 2025 ............................ 0 0 0 0 0 0
August 7, 2026 ............................ 0 0 0 0 0 0
August 7, 2027 ............................ 0 0 0 0 0 0
August 7, 2028 ............................ 0 0 0 0 0 0
August 7, 2029 ............................ 0 0 0 0 0 0
August 7, 2030 ............................ 0 0 0 0 0 0
Weighted Average Life (years)(1) .......... 15.4 6.9 5.8 5.3 4.9 4.5
</TABLE>
----------
(1) The weighted average life of the Class A ARM Certificates is determined by
(i) multiplying the amount of each principal distribution by the number of
years from the initial date of issuance of the Class A ARM Certificates to
the related Remittance Date, (ii) summing the results and (iii) dividing
the sum by the Original Class A ARM Principal Balance.
S-44
<PAGE>
DESCRIPTION OF THE CERTIFICATES
The Certificates will be issued pursuant to the Agreement. A copy of a
general form of a Pooling and Servicing Agreement has been filed with the
Securities and Exchange Commission (the "Commission"). A copy of the execution
form of the Agreement (without certain exhibits) will be filed with the
Securities and Exchange Commission after the initial issuance of the
Certificates. The following description supplements the description of the
Agreement and the Certificates under the caption "Description of the
Certificates" in the Prospectus and must be read together therewith. The
following summaries describe certain terms of the 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. When particular provisions or terms used in
the Agreement are referred to, the actual provisions (including definitions of
terms) are incorporated by reference.
General
The Trust will issue ten classes (each a "Class") of certificates. Each
Class (other than the Class R Certificate) will be issued in fully registered
form only, in denominations of $50,000 and integral multiples of $1 in excess
thereof, except for a denomination representing the remainder of a Class of
Certificates. The undivided percentage interest (the "Percentage Interest") of
each Class of Certificates in the distributions on such Certificates will be
equal to the percentage obtained from dividing the denomination of such
Certificate by the Original Class Principal Balance of such Class of
Certificates. Definitive Certificates, if issued, will be transferable and
exchangeable at the corporate trust office of the Trustee. No service charge
will be made for any registration of exchange or transfer, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge.
The Certificates evidence undivided interests in the Contract Pool and
certain other property held in trust for the benefit of the Certificateholders
(the "Trust Fund"). The Certificates will consist of (a) eight classes of
certificates issued in connection with the Fixed Rate Contracts (the "Fixed Pool
Certificates") consisting of four classes of senior certificates (the "Class A-1
Certificates," the "Class A-2 Certificates," the "Class A-3 Certificates" and
the "Class A-4 Certificates") and four classes of subordinated certificates (the
"Class A-5 Certificates," the "Class M-1 Certificates," the "Class B-1
Certificates" and the "Class B-2 Certificates"), (b) one class of certificates
issued in connection with Adjustable Rate Contracts (the "Adjustable Pool
Certificates") consisting of one class of senior certificates (the "Class A ARM
Certificates") and (c) one class of residual certificates (the "Class R
Certificate"). The Class A ARM, Class A-1 Certificates, Class A-2 Certificates,
Class A-3 Certificates and Class A-4 Certificates will evidence in the aggregate
approximate initial 11.67%, 20.79%, 18.90%, 12.85% and 16.78% undivided
interests, respectively, in the Contract Pool. The Class A-5 Certificates, Class
M-1 Certificates, Class B-1 Certificates and Class B-2 Certificates will
evidence in the aggregate approximate initial 4.50%, 4.00%, 4.00% and 6.50%
undivided interests, respectively, in the Contract Pool.
The Trust Fund includes (i) the Contract Pool, including all rights to
receive payments on the Contracts received on or after the Cut-off Date, (ii)
the amounts held from time to time in the trust account or accounts (the
"Certificate Account") maintained by the Trustee pursuant to the Agreement,
(iii) any property which initially secured a Contract and which is acquired in
the process of realizing thereon and (iv) the proceeds of all insurance policies
described herein.
The Company will cause the Contracts to be assigned to the Trustee or a
co-trustee. The Company, as Servicer, will service the Contracts pursuant to the
Agreement. The Servicer may perform any of its servicing obligations under the
Agreement through one or more subservicers. Notwithstanding any such
subservicing arrangement, the Servicer will remain liable for its servicing
duties and obligations under the Agreement as if the Servicer alone were
servicing the Contracts. The Contract documents will be held for the benefit of
the Trustee by the Servicer (other than certain documents related to the
Land-and-Home Contracts and the Mortgage Loans which will be held by a custodian
on behalf of the Trustee).
Distributions of principal and interest on the Certificates will be made
on the 7th day of each month, or, if such day is not a business day, the next
succeeding business day (each, a "Remittance Date") beginning in September 2000,
to the persons in whose names the Certificates are registered at the close of
business on the related Record Date. The "Record Date" means (a) with respect to
the initial Remittance Date, the Closing Date, (b) with respect to any
Remittance Date thereafter and the Fixed Rate Certificates, the last business
day of the month preceding the month of the related Remittance Date, (c) with
respect to any Remittance Date thereafter and the Floating Rate Certificates,
the business day preceding the related Remittance Date; provided, however, in
the event that Definitive
S-45
<PAGE>
Certificates are issued with respect to a Class of Certificates, the Record Date
with respect to such Class will be the close of business on the last business
Day of the month preceding the month of the related Remittance Date. If
definitive Offered Certificates are issued, distributions will be made by check
mailed to the address of the person entitled thereto as it appears on the
Certificate Register, except that a holder of Offered Certificates with original
denominations aggregating at least $5 million may request payment by wire
transfer of funds pursuant to written instructions delivered to the Trustee at
least five business days prior to the Record Date. The final distribution in
retirement of the Certificates will be made only upon presentation and surrender
of the Certificates at the office or agency of the Trustee in New York, New York
specified in the final distribution notice to Certificateholders.
Conveyance of Contracts
In addition to the representations and warranties described in the
Prospectus under "Description of the Certificates--Conveyance of Contracts," the
Company has also made certain warranties with respect to the Contracts in the
aggregate, including that (i) the aggregate principal amount payable by the
Obligors as of the Cut-off Date equals the Cut-off Date Pool Principal Balance;
(ii) (a) approximately 74.13% of the Fixed Pool Cut-off Date Principal Balance
is attributable to loans to purchase new Manufactured Homes and approximately
25.87% of the Fixed Pool Cut-off Date Principal Balance is attributable to loans
to purchase used Manufactured Homes and (b) approximately 98.52% of the
Adjustable Pool Cut-off Date Principal Balance is attributable to loans to
purchase new Manufactured Homes and approximately 1.48% of the Adjustable Pool
Cut-off Date Principal Balance is attributable to loans to purchase used
Manufactured Homes; (iii) no Contract has a remaining maturity of more than 360
months; (iv) the date of origination of each Contract is on or after August 23,
1990; and (v) no adverse selection procedures were employed in selecting the
Contracts.
Payments on Contracts
The Trustee will establish and maintain the Certificate Account (i) at a
depository institution organized under the laws of the United States or any
state, the deposits of which are insured to the full extent permitted by law by
the Federal Deposit Insurance Corporation (the "FDIC") whose commercial paper or
unsecured short-term debt has a rating of P-1 by Moody's and F1+ by Fitch, Inc.
("Fitch"), and which is subject to examination by federal or state authorities
or a depository institution otherwise acceptable to Moody's and Fitch, (ii) in
the corporate trust department of the Trustee or (iii) at an institution
otherwise acceptable to Moody's and Fitch (an "Eligible Institution"). Funds in
the Certificate Account will be invested in Eligible Investments (as defined in
the Agreement) that will mature or be subject to redemption not later than the
business day preceding the applicable monthly Remittance Date. Eligible
Investments include, among other investments, obligations of the United States
or of any agency thereof backed by the full faith and credit of the United
States; federal funds, certificates of deposit, time deposits and bankers'
acceptances sold by eligible financial institutions; commercial paper rated P-1
by Moody's and F1+ by Fitch; money market funds acceptable to the Rating
Agencies; and other obligations acceptable to the Rating Agencies.
All payments in respect of principal and interest on the Contracts
received by the Servicer, including Principal Prepayments and Liquidation
Proceeds (net of Liquidation Expenses), will be paid into the Certificate
Account no later than the second business day following receipt thereof. Amounts
received as late payment fees, extension fees, assumption fees or similar fees
will be retained by the Servicer as part of its servicing fees. See "Description
of the Certificates--Servicing--Servicing Compensation and Payment of Expenses"
in the Prospectus. In addition, amounts paid by the Company for Contracts
repurchased as a result of breach of a representation or warranty under the
Agreement and amounts required to be deposited upon substitution of an Eligible
Substitute Contract because of breach of a representation or warranty, as
described under "Conveyance of Contracts" above, will be paid into the
Certificate Account. The Servicer will deposit the Monthly Advance (described
under "Advances" below), if any, in the Certificate Account on or before each
Determination Date.
On the fifth business day prior to each Remittance Date (the
"Determination Date"), the Servicer will determine the Available Distribution
Amount and the amounts to be distributed on the Certificates for the following
Remittance Date.
The Available Distribution Amount (the "Available Distribution Amount") is
the sum of (a) the Monthly Advance relating to the Contracts for such Remittance
Date and (b) the amount in the Certificate Account on the close of business on
the last day of the immediately preceding Due Period less the sum of (i)
scheduled payments for Contracts that are due in a Due Period subsequent to such
Due Period; (ii) payments on Contracts that have been repurchased as a result of
a breach of a representation or warranty and any other payments not required to
be deposited in the Certificate Account; (iii) reimbursements to the Servicer in
the amount of Liquidation Expenses
S-46
<PAGE>
incurred and taxes and insurance premiums advanced by the Servicer in respect of
Contracts; (iv) if the Company is no longer the Servicer, the related Monthly
Servicing Fee equal to 1/12th of the product of 1.25% and the Aggregate Pool
Scheduled Principal Balance for the immediately preceding Remittance Date; (v)
reimbursements to the Servicer for Nonrecoverable Advances and Monthly Advances
relating to the Contracts in respect of Liquidated Contracts, to the extent
permitted by the Agreement; and (vi) certain expenses reimbursable to the
Company as provided in the Agreement.
The "Due Period" with respect to any Remittance Date is the period
beginning on the 26th day of the second month preceding the month of such
Remittance Date and ending on the 25th day of the month preceding the month of
such Remittance Date.
The Trustee or its Paying Agent will withdraw funds from the Certificate
Account (but only to the extent of the Available Distribution Amount) to make
payments to Certificateholders as specified under "Distributions" below. From
time to time, as provided in the Agreement, the Servicer will also withdraw
funds from the Certificate Account to make payments to it as permitted by the
Agreement and described in clauses (ii), (iii), (iv), (v) and (vi) in the
previous paragraph.
Distributions
Distributions of principal and interest to holders of a Class of
Certificates will be made on each Remittance Date in an amount equal to the
respective Percentage Interests multiplied by the aggregate amount distributed
on such Class of Certificates on such Remittance Date.
Each distribution with respect to a Book-Entry Certificate will be paid to
DTC, which will credit the amount of such distribution to the accounts of its
Participants in accordance with its normal procedures. Each Participant will be
responsible for disbursing such distribution to the Certificate Owners that it
represents and to each indirect participating brokerage firm (a "brokerage firm"
or "indirect participating firm") for which it acts as agent. Each brokerage
firm will be responsible for disbursing funds to the Certificate Owners that it
represents. All such credits and disbursements with respect to Book-Entry
Certificates are to be made by DTC and the Participants in accordance with DTC's
rules.
Interest Distributions:
With respect to each Remittance Date, the Fixed Rate Certificates will
accrue interest in respect of each calendar month preceding such Remittance
Date. With respect to each Remittance Date (other than the first Remittance
Date), the Floating Rate Certificates will accrue interest from the Remittance
Date in the preceding calendar month through the day preceding the Remittance
Date in the current calendar month. With respect to the first Remittance Date,
the Floating Rate Certificates will accrue interest from the Closing Date.
Distributions to a Class of Certificateholders will be applied first to the
payment of interest and, if any payment is then due, then to the payment of
principal. Interest on the Fixed Rate Certificates will be calculated on the
basis of a 360-day year consisting of twelve 30-day months. Interest on the
Floating Rate Certificates will be calculated on the basis of the number of
actual days elapsed during the related Interest Period and a 360-day year.
With respect to the Floating Rate Certificates and any Remittance Date,
the "Interest Period" shall be the period from the Remittance Date preceding
such Remittance Date (or in the case of the first Remittance Date, from the
Closing Date) through the day preceding such Remittance Date. With respect to
each Class of Fixed Rate Certificates and any Remittance Date, the "Interest
Period" shall be the period from the first day of the calendar month preceding
the month of such Remittance Date through the last day of such calendar month.
On each Remittance Date, holders of each Class of Certificates will be
entitled to receive, to the extent of the Available Distribution Amount, (i)
interest accrued on such Class during the related Interest Period at the then
applicable Remittance Rate on the Principal Balance of such Class immediately
prior to that Remittance Date (the "Interest Distribution Amount" for such Class
and Remittance Date), plus (ii) any amounts distributable under clause (i) above
or this clause (ii) on such Class on the previous Remittance Date but not
previously distributed, plus, to the extent legally permissible, interest
accrued on any such amount during the related Interest Period at the then
applicable Remittance Rate (the "Carryover Interest Distribution Amount" for
such Class and Remittance Date).
S-47
<PAGE>
If an Interest Deficiency Event occurs on any Remittance Date with respect
to the Class A-5 Certificates, the Class M-1 Certificates or the Class B-1
Certificates, collections received after the end of the related Due Period and
prior to such Remittance Date will be applied, up to a limited amount as set
forth in the Agreement, to remedy such deficiency in order of Class seniority.
An "Interest Deficiency Event" means, with respect to the Class and a Remittance
Date, that after distribution of the related Available Distribution Amount in
the order of priority set forth below, there remains unpaid any of the Interest
Distribution Amount and Carryover Interest Distribution Amount for such Class
and Remittance Date (collectively, the "Interest Deficiency Amount").
Remittance Rates of the Certificates:
Fixed Rate Certificates: The Remittance Rates on the Fixed Rate
Certificates listed below are subject to a maximum rate equal to the Fixed Pool
Weighted Average Net Contract Rate for the applicable Remittance Date:
The "Class A-2 Remittance Rate" shall equal 7.380%.
The "Class A-3 Remittance Rate" shall equal 7.550%.
The "Class A-4 Remittance Rate" shall equal 7.905%.
The "Class A-5 Remittance Rate" shall equal 8.195%.
The "Class M-1 Remittance Rate" shall equal 8.585%.
The "Class B-1 Remittance Rate" shall equal 9.000%.
The "Class B-2 Remittance Rate" shall equal 9.000%.
Floating Rate Certificates: The Remittance Rates on the Floating Rate
Certificates are as follows:
The "Class A-1 Remittance Rate" shall equal the lesser of (a) the
sum of (i) the London interbank offered rate for one-month United
States dollar deposits ("LIBOR") appearing on the Telerate Screen
Page 3750 as of the second LIBOR Business Day prior to the first day
of the related Interest Period (or as of two LIBOR Business Days of
the Closing Date in the case of the first Interest Period) and (ii)
0.12% and (b) the Fixed Pool Weighted Average Net Contract Rate (as
defined herein) for such Remittance Date.
The "Class A ARM Remittance Rate" shall be the lesser of (a) the
Class A ARM Formula Rate and (b) the Net Funds Cap for such
Remittance Date. If on any Remittance Date, the Remittance Rate for
the Class A ARM Certificates is based on the Net Funds Cap,
Certificateholders of such Class will be entitled to receive on
subsequent Remittance Dates the applicable Net Funds Cap Carryover
Amount (as defined herein) to the extent of funds available
therefore as described herein.
With respect to the Floating Rate Certificates, the Remittance Rates for
the first Remittance Date (the "Initial Remittance Rates") will not be
determined until two days prior to the Closing Date. Therefore, the Initial
Remittance Rates have not been determined as of the date of this Prospectus
Supplement.
The "Call Option Date" shall be the Remittance Date on which the sum of
the Fixed Pool Scheduled Principal Balance and the Adjustable Pool Scheduled
Principal Balance has declined to 10% or less of the Cut-off Date Pool Principal
Balance.
The "Class A ARM Formula Rate" shall be a per annum rate equal to the sum
of (a) LIBOR (calculated as described above) plus (b) (i) with respect to any
Remittance Date which occurs on or prior to the Call Option Date (as defined
herein), 0.35% or (ii) with respect to any Remittance Date which occurs after
the Call Option Date, 0.70%.
The "Fixed Pool Weighted Average Net Contract Rate" shall be equal to (a)
the weighted average of the Contract Rates applicable to the scheduled payments
due on the outstanding Fixed Rate Contracts in the Due Period preceding such
Remittance Date minus (b) (i) if the Company is the Servicer, 0.00% or (ii) if
the Company is no longer the Servicer, 1.25%.
"LIBOR Business Day" means a day on which banks are open for dealing in
foreign currency and exchange in London and New York City; "Telerate Screen Page
3750" means the display page currently so designated on the Dow Jones Telerate
Service (or such other page as may replace that page on that service for the
purpose of displaying comparable rates or prices).
S-48
<PAGE>
The "Net Funds Cap" for any Remittance Date shall equal the per annum rate
equal to a fraction, expressed as a percentage, the numerator of which equals
the sum of (a) the aggregate amount of interest due on the Adjustable Rate
Contracts on the related Due Date less (b) one-twelfth of (i) if the Company is
the Servicer, 0.00% or (ii) if the Company is no longer the Servicer, 1.25% of
the Adjustable Pool Scheduled Principal Balance on the first day of the Due
Period and the denominator of which is equal to the Certificate Principal
Balance of the Class A ARM Certificates (adjusted to reflect the actual number
of days elapsed in the Interest Period divided by 360).
Priority of Distributions:
A. On each Remittance Date on which the Class M-1 and Class B Principal
Distribution Test is not met, the Available Distribution Amount will be
distributed in the following amounts in the following order of priority:
(i) interest accrued during the related Interest Period on the Class
A ARM, Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, at
their respective Remittance Rates on the outstanding Class A ARM, Class
A-1, Class A-2, Class A-3 and Class A-4 Principal Balances, respectively,
together with any previously undistributed shortfalls in interest due on
the Class A ARM, Class A-1, Class A-2, Class A-3 and Class A-4
Certificates, respectively, in respect of prior Remittance Dates; if the
Available Distribution Amount is not sufficient to distribute the full
amount of interest due on the Class A ARM, Class A-1, Class A-2, Class A-3
and Class A-4 Certificates, the Available Distribution Amount will be
distributed on such Classes of Certificates pro rata on the basis of the
interest due thereon;
(ii) concurrently, (a) the Class A ARM Formula Principal
Distribution Amount to the Class A ARM Certificates until the Class A ARM
Principal Balance is reduced to zero and (b) the Fixed Pool Formula
Principal Distribution Amount in the following order of priority:
(1) to the Class A-1 Certificates until the Class A-1
Principal Balance is reduced to zero;
(2) to the Class A-2 Certificates until the Class A-2
Principal Balance is reduced to zero;
(3) to the Class A-3 Certificates until the Class A-3
Principal Balance is reduced to zero; and
(4) to the Class A-4 Certificates until the Class A-4
Principal Balance is reduced to zero;
(iii) interest accrued during the related Interest Period on the
Class A-5 Principal Balance to the Class A-5 Certificates at the related
Remittance Rate, together with any previously undistributed shortfalls in
interest due on the Class A-5 Certificates in respect of prior Remittance
Dates;
(iv) the remainder of the Fixed Pool Formula Principal Distribution
Amount, if any, to the Class A-5 Certificates until the Class A-5
Principal Balance is reduced to zero;
(v) interest accrued during the related Interest Period on the Class
M-1 Principal Balance to the Class M-1 Certificates at the related
Remittance Rate, together with any previously undistributed shortfalls in
interest due on the Class M-1 Certificates in respect of prior Remittance
Dates;
(vi) the remainder of the Fixed Pool Formula Principal Distribution
Amount, if any, to the Class M-1 Certificates until the Class M-1
Principal Balance is reduced to zero;
(vii) interest accrued during the related Interest Period on the
Class B-1 Principal Balance to the Class B-1 Certificates at the related
Remittance Rate, together with any previously undistributed shortfalls in
interest due on the Class B-1 Certificates in respect of prior Remittance
Dates;
(viii) the remainder of the Fixed Pool Formula Principal
Distribution Amount, if any, to the Class B-1 Certificates until the Class
B-1 Principal Balance is reduced to zero;
(ix) interest accrued during the related Interest Period on the
Class B-2 Principal Balance to the Class B-2 Certificates at the related
Remittance Rate, together with any previously undistributed shortfalls in
interest due on the Class B-2 Certificates in respect of prior Remittance
Dates;
(x) the remainder of the Fixed Pool Formula Principal Distribution
Amount, if any, to the Class B-2 Certificates until the Class B-2
Principal Balance is reduced to zero;
(xi) the amount of any reimbursement to CHI for Enhancement Payments
with respect to the Class B-2 Certificates as provided in the Agreement;
S-49
<PAGE>
(xii) any remaining available funds up to the Class A ARM Net Funds
Cap Carryover Amount to the Class A ARM Certificates;
(xiii) so long as the Company is the Servicer, any remaining
available funds up to the amount equal to 1/12th of the product of 1.25%
and the Pool Scheduled Principal Balance for such Remittance Date (the
"Monthly Servicing Fee"), to the Servicer; and
(xiv) any remaining available funds to the holder of the Class R
Certificate, which will initially be a special purpose subsidiary of the
Company.
B. On each Remittance Date on which the Class M-1 and Class B Principal
Distribution Test is met, the Available Distribution Amount will be distributed
in the following amounts in the following order of priority:
(i) interest accrued during the related Interest Period on the Class
A ARM, Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, at
their respective Remittance Rates on the outstanding Class A ARM, Class
A-1, Class A-2, Class A-3 and Class A-4Principal Balances, respectively,
together with any previously undistributed shortfalls in interest due on
the Class A ARM, Class A-1, Class A-2, Class A-3 and Class A-4
Certificates, respectively, in respect of prior Remittance Dates; if the
Available Distribution Amount is not sufficient to distribute the full
amount of interest due on the Class A ARM, Class A-1, Class A-2, Class A-3
and Class A-4 Certificates, the Available Distribution Amount will be
distributed on such Classes of Certificates pro rata on the basis of the
interest due thereon;
(ii) concurrently, (a) the Class A ARM Formula Principal
Distribution Amount to the Class A ARM Certificates until the Class A ARM
Principal Balance is reduced to zero and (b) the Class A Fixed Pool
Percentage of the Fixed Pool Formula Principal Distribution Amount in the
following order of priority:
(1) to the Class A-1 Certificates until the Class A-1
Principal Balance is reduced to zero;
(2) to the Class A-2 Certificates until the Class A-2
Principal Balance is reduced to zero;
(3) to the Class A-3 Certificates until the Class A-3
Principal Balance is reduced to zero; and
(4) to the Class A-4 Certificates until the Class A-4
Principal Balance is reduced to zero;
(iii) interest accrued during the related Interest Period on the
Class A-5 Principal Balance to the Class A-5 Certificates at the related
Remittance Rate, together with any previously undistributed shortfalls in
interest due on the Class A-5 Certificates in respect of prior Remittance
Dates;
(iv) the remainder of the Class A Fixed Pool Percentage of the Fixed
Pool Formula Principal Distribution Amount, if any, to the Class A-5
Certificates until the Class A-5 Principal Balance is reduced to zero;
(v) interest accrued during the related Interest Period on the Class
M-1 Principal Balance to the Class M-1 Certificates at the related
Remittance Rate, together with any previously undistributed shortfalls in
interest due on the Class M-1 Certificates in respect of prior Remittance
Dates;
(vi) the Class M-1 Percentage of the Fixed Pool Formula Principal
Distribution Amount to the Class M-1 Certificates until the Class M-1
Principal Balance is reduced to zero;
(vii) interest accrued during the related Interest Period on the
Class B-1 Principal Balance to the Class B-1 Certificates at the related
Remittance Rate, together with any previously undistributed shortfalls in
interest due on the Class B-1 Certificates in respect of prior Remittance
Dates;
(viii) the Class B Percentage of the Fixed Pool Formula Principal
Distribution Amount to the Class B-1 Certificates until the Class B-1
Principal Balance is reduced to zero;
(ix) interest accrued during the related Interest Period on the
Class B-2 Principal Balance to the Class B-2 Certificates at the related
Remittance Rate, together with any previously undistributed shortfalls in
interest due on the Class B-2 Certificates in respect of prior Remittance
Dates;
(x) the remainder of the Fixed Pool Formula Principal Distribution
Amount to the Class B-2 Certificates until the Class B-2 Principal Balance
is reduced to zero; provided, however, if the Principal Balances of the
Senior Fixed Pool Certificates, the Class A-5 Certificates and the Class
M-1 Certificates have not been reduced to zero on or before a Remittance
Date, to the extent that allocations in respect of principal to the Class
B-2 Certificates would reduce the Class B-2 Principal Balance below the
Class B-2 Floor Amount, then the amount of such excess principal will
instead be distributed, pro rata, to the (i) Senior Fixed Pool
Certificates and the
S-50
<PAGE>
Class A-5 Certificates and (ii) the Class M-1 Certificates based on the
respective Principal Balances of such Classes of Certificates prior to
distributions pursuant to clauses B(ii), (iv) and (vi) above with respect
to such Remittance Date. The allocations in respect of such excess
principal to the Senior Fixed Pool Certificates, the Class A-5
Certificates and the Class M-1 Certificates will be in the order of
priority set forth in clauses B(ii), (iv) and (vi) above. With respect to
any Remittance Date, the "Class B-2 Floor Amount" will equal approximately
$5,290,421 (which represents approximately 2.00% of the Aggregate Pool
Cut-off Date Pool Principal Balance);
(xi) the amount of any reimbursement to CHI for Enhancement Payments
with respect to the Class B-2 Certificates as provided in the Agreement;
(xii) any remaining available funds up to the Class A ARM Net Funds
Cap Carryover Amount to the Class A ARM Certificates;
(xiii) so long as the Company is the Servicer, any remaining
available funds up to the Monthly Servicing Fee, to the Servicer; and
(xiv) any remaining available funds to the holder of the Class R
Certificate.
In no event will the aggregate distributions of principal to any Class of
Certificates (including, in the case of the Class B-2 Certificates, any
principal amounts included in any Enhancement Payments) exceed the Original
Class Principal Balance of such Class of Certificates.
Notwithstanding the prioritization of the distribution of the Fixed Pool
Formula Principal Distribution Amount among the Senior Fixed Pool Certificates
and the concurrent distribution of the Class A ARM Formula Principal
Distribution Amount to the Class A ARM Certificates pursuant to clauses A(ii)
and B(ii) above, on each Remittance Date on and after the Remittance Date, if
any, on which the Deficiency Event occurs, the Available Distribution Amount
remaining after making the distributions of interest to the Senior Certificates
required by clauses A(i) and B(i) above will be applied to distribute the
applicable Formula Principal Distribution Amount on each Class of Senior
Certificates pro rata in accordance with the outstanding Principal Balance of
such Class. The "Deficiency Event" will occur if the sum of the Principal
Balances of the Senior Certificates becomes equal to or greater than the
Aggregate Pool Scheduled Principal Balance.
In addition, as set forth in the order of priority above, the Available
Distribution Amount will be applied on each Remittance Date to the distribution
of the Class A ARM Formula Principal Distribution Amount to the Class A ARM
Certificates and the Fixed Pool Formula Principal Distribution Amount to the
Senior Fixed Pool Certificates pursuant to clauses A(ii) or B(ii) above prior to
any distribution to Subordinate Certificates pursuant to clauses A(iii) - (xiv)
or B(iii) - (xiv) above on such Remittance Date. Once the Principal Balance of
the Senior Fixed Pool Certificates is reduced to zero, the Class A ARM Formula
Principal Distribution Amount will continue to be distributed to the Class A ARM
Certificates pursuant to clauses A(ii) or B(ii) above, prior to any distribution
to Subordinate Certificates as provided above.
Definitions:
The "Class M-1 and Class B Principal Distribution Test" is met in respect
of a Remittance Date on which each of the following requirements is satisfied:
(i) such Remittance Date is on or after the September 2005
Remittance Date;
(ii) the Aggregate Class M-1 Percentage plus the Aggregate Class B
Percentage for such Remittance Date is equal to at least approximately
25.375% (which is 1.75 times the sum of the original Aggregate Class M-1
Percentage and the original Aggregate Class B Percentage);
(iii) the Contract Pool Performance Tests are satisfied; and
(iv) the Class B-2 Principal Balance is not less than the Class B-2
Floor Amount.
The "Contract Pool Performance Tests" are satisfied in respect of a
Remittance Date if all of the following conditions with respect to the Contract
Pool are met:
(i) the Average Sixty-Day Delinquency Ratio (as defined in the
Agreement) as of such Remittance Date does not exceed 5% for the
Contracts;
(ii) the Average Thirty-Day Delinquency Ratio (as defined in the
Agreement) as of such Remittance Date does not exceed 7% for the
Contracts;
S-51
<PAGE>
(iii) the Cumulative Realized Losses (as defined in the Agreement)
for the Contracts as of such Remittance Date do not exceed a certain
specified percentage of the Cut-off Date Principal Balance, depending on
the year in which such Remittance Date occurs; and
(iv) the Current Realized Loss Ratio (as defined in the Agreement)
as of such Remittance Date does not exceed 2.75% for the Contracts.
The "Principal Balance" of each Class of Certificates is its Original
Class Principal Balance reduced by all distributions on such Class in respect of
principal. The "Class A Fixed Pool Principal Balance" is the sum of the Class
A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Principal Balances. The
"Class B Principal Balance" is the sum of the Class B-1 Principal Balance and
the Class B-2 Principal Balance.
The "Class A Fixed Pool Percentage" for a Remittance Date is the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the aggregate Principal Balance of the Class A Fixed Pool
Certificates immediately prior to such Remittance Date and the denominator of
which is the Fixed Pool Scheduled Principal Balance.
The "Class M-1 Percentage" for a Remittance Date is the percentage derived
from the fraction (which shall not be greater than 1), the numerator of which is
the aggregate Principal Balance of the Class M-1 Certificates immediately prior
to such Remittance Date and the denominator of which is the Fixed Pool Scheduled
Principal Balance.
The "Class B Percentage" is 100% less the Class A Fixed Pool Percentage
and Class M-1 Percentage.
The "Aggregate Class M-1 Percentage" for a Remittance Date is the
percentage derived from the fraction (which shall not be greater than 1), the
numerator of which is the aggregate Principal Balance of the Class M-1
Certificates immediately prior to such Remittance Date and the denominator of
which is the Aggregate Pool Scheduled Principal Balance.
The "Aggregate Class B Percentage" for a Remittance Date is the percentage
derived from the fraction (which shall not be greater than 1), the numerator of
which is the aggregate Principal Balance of the Class B Certificates immediately
prior to such Remittance Date and the denominator of which is the Aggregate Pool
Scheduled Principal Balance.
The "Average Sixty-Day Delinquency Ratio" and the "Average Thirty-Day
Delinquency Ratio" are, in general, the ratios of the average of the aggregate
principal balances of Contracts delinquent 60 days or more and 30 days or more,
respectively, for the preceding three Due Periods (determined as of the last day
of each such Due Period) to the average Pool Scheduled Principal Balance for
such periods. "Cumulative Realized Losses" are, in general, the aggregate net
liquidation losses (calculated as specified in the Agreement) in respect of
Liquidated Contracts since the Cut-off Date. The "Current Realized Loss Ratio"
is, in general, the ratio of the aggregate net liquidation losses in respect of
Liquidated Contracts for the periods specified in the Agreement to an average
Pool Scheduled Principal Balance specified in the Agreement.
The "Formula Principal Distribution Amount" in respect of a Remittance
Date and the Fixed Pool Certificates or the Adjustable Pool Certificates (the
"Fixed Pool Formula Principal Distribution Amount" or the "Class A ARM Formula
Principal Distribution Amount," as applicable) equals the sum of (i) all
scheduled payments of principal due on each outstanding Contract in such pool
during the Due Period preceding the month in which the Remittance Date occurs,
(ii) the Scheduled Principal Balance (as defined below) of each Contract in such
pool which, during the Due Period preceding the month of such Remittance Date,
was purchased by the Company pursuant to the Agreement on account of certain
breaches of its representations and warranties, (iii) all Partial Prepayments
(as defined in the Agreement) of Contracts in such pool received during such
preceding Due Period, (iv) the Scheduled Principal Balance of each Contract in
such pool that was prepaid in full during such preceding Due Period, (v) the
Scheduled Principal Balance of each Contract in such pool that became a
Liquidated Contract during such preceding Due Period and (vi) any previously
undistributed shortfalls in the amounts in clauses (i) through (v) in respect of
the prior Remittance Dates (other than any such shortfall with respect to which
an Enhancement Payment has been made to the Class B-2 Certificateholders).
The "Class A ARM Net Funds Cap Carryover Amount" means, on any Remittance
Date, the sum of (A) if on such Remittance Date, the Remittance Rate for the
Class A ARM Certificates is based upon the Net Funds Cap, the excess of (i) the
lesser of (a) the product of (i) the Weighted Average Lifetime Cap (as defined
herein) and (ii) the Class A ARM Certificate Principal Balance and (b) the
amount of interest the Class A ARM Certificates would otherwise be entitled to
receive on such Remittance Date had such rate been calculated at the Class A ARM
Formula Rate for such Remittance Date over (ii) the amount of interest payable
on the Class A ARM Certificates at the Net
S-52
<PAGE>
Funds Cap for such Remittance Date and (B) the Class A ARM Net Funds Cap
Carryover Amount, together with accrued interest thereon, for all previous
Remittance Dates not previously paid pursuant to clause A(xii) or B(xii) above.
The "Weighted Average Lifetime Cap" with respect to any Remittance Date shall
equal, on such Remittance Date, the weighted average of the Lifetime Caps of the
Adjustable Rate Contracts multiplied by a fraction the numerator of which is the
actual number of days elapsed in the related Interest Period and the denominator
of which is 360.
The "Scheduled Principal Balance" of a Contract as of any Remittance Date
is its principal balance (before any adjustment by reason of bankruptcy,
moratorium or similar waiver or grace period) as of the Due Date (or latest
occurring Due Date, in the case of a Bi-weekly Contract or any Semi-Monthly
Contract) in the Due Period next preceding such Remittance Date, after giving
effect to any previous Partial Prepayments and after giving effect to all
previous scheduled principal payments and to the scheduled payment of principal
due on such Due Date (whether or not paid and before any adjustment by reason of
bankruptcy, moratorium or similar waiver or grace period).
The "Pool Scheduled Principal Balance" for the Fixed Rate Contracts or the
Adjustable Rate Contracts (the "Fixed Pool Scheduled Principal Balance" or the
"Adjustable Pool Scheduled Principal Balance" as applicable) for any Remittance
Date is equal to (i) the Cut-off Date Pool Principal Balance for such pool less
(ii) the aggregate of the Formula Principal Distribution Amounts for such pool
(exclusive of the amounts in clause (vi) of the definition thereof) for all
prior Remittance Dates. The "Aggregate Pool Scheduled Principal Balance" for any
Remittance Dates is equal to the sum of the Fixed Pool Scheduled Principal
Balance and the Adjustable Pool Scheduled Principal Balance for such Remittance
Date.
A "Liquidated Contract" is a defaulted Contract as to which all amounts
that the Servicer expects to recover through the date of disposition of the
Manufactured Home and/or any real property securing such Contract have been
received.
Senior/Subordinate Structure
Subordination of the Class A-5 Certificates
The rights of the holders of the Class A-5 Certificates to receive
distributions of amounts collected on the Contracts will be subordinated, to the
extent described herein, to such rights of the Senior Certificates. This
subordination is intended to enhance the likelihood of receipt by the holders of
the Senior Certificates of the full amount of their scheduled monthly payments
of interest and the ultimate receipt by such holders of principal equal to the
applicable Original Class Principal Balance of the Senior Certificates.
The protection afforded to the Senior Certificates by means of the
subordination of the Class A-5 Certificates will be accomplished by the
application of the Available Distribution Amount in the order specified under
"--Distributions" above. In addition, if the Available Distribution Amount on
any Remittance Date is not sufficient to permit the distribution of the entire
specified portion of the Fixed Pool Formula Principal Distribution Amount to the
Senior Fixed Pool Certificateholders and the entire Class A ARM Formula
Principal Distribution Amount to the Class A ARM Certificates, the subordination
feature will protect the Senior Certificateholders, by the right of such
Certificateholders to receive, until, if ever, any such shortfall is
distributed, a portion of the future distributions of Available Distribution
Amounts that would otherwise have been distributable to the holders of the Class
A-5 Certificates.
Subordination of the Class M-1 Certificates
The rights of holders of the Class M-1 Certificates to receive
distributions of amounts collected on the Contracts will be subordinated, to the
extent described herein, to such rights of the holders of the Senior
Certificates and Class A-5 Certificates. This subordination is intended to
enhance the likelihood of receipt by the holders of the Senior Certificates and
Class A-5 Certificates of the full amount of their scheduled monthly payments of
interest and the ultimate receipt by such holders of principal equal to the
applicable Original Class Principal Balance of the Senior Certificates and Class
A-5 Certificates.
The protection afforded to the holders of the Senior Certificates and
Class A-5 Certificates by means of the subordination, to the extent provided
herein, of the Class M-1 Certificates will be accomplished (i) by the
application of the Available Distribution Amount in the order specified under
"--Distributions" above and (ii) if the Available Distribution Amount on any
Remittance Date is not sufficient to permit the distribution of the entire
specified portion
S-53
<PAGE>
of the Fixed Pool Formula Principal Distribution Amount and the Class A ARM
Formula Principal Distribution Amount, as applicable, to the Senior
Certificateholders and Class A-5 Certificateholders, by the right of such Senior
and Class A-5 Certificateholders to receive, until, if ever, any such shortfall
is distributed, a portion of future Available Distribution Amounts that would
otherwise have been payable to the holders of the Class M-1 Certificates. On
each Remittance Date, distributions to the holders of the Class M-1 Certificates
will be limited to the amounts specified under "--Distributions" above.
Subordination of the Class B-1, Class B-2 and Class R Certificates
The rights of holders of the Class B-1 and Class B-2 Certificates and
Class R Certificate to receive distributions of amounts collected on the
Contracts will be subordinated, to the extent described herein, to such rights
of the holders of the Class M-1 Certificates. This subordination is intended to
enhance the likelihood of receipt by the holders of the Senior Certificates, the
Class A-5 Certificates and the Class M-1 Certificates of the full amount of
their scheduled monthly payments of interest and the ultimate receipt by such
holders of principal equal to the applicable Original Class Principal Balance of
such Certificates.
The protection afforded to the holders of the Class M-1 Certificates by
means of the subordination, to the extent provided herein, of the Class B-1 and
Class B-2 Certificates and Class R Certificate will be accomplished (i) by the
application of the Available Distribution Amount in the order specified under
"--Distributions" above and (ii) if the Available Distribution Amount on any
Remittance Date is not sufficient to permit the distribution of the entire
specified portion of the Fixed Pool Formula Principal Distribution Amount, as
applicable, to the Class M-1 Certificateholder then entitled to such
distribution, by the right of such Class M-1 Certificateholders to receive,
until, if ever, any such shortfall is distributed, a portion of future Available
Distribution Amounts that would otherwise have been payable to the holders of
the Class B-1 and Class B-2 Certificates or the Class R Certificate. On each
Remittance Date, distributions to the holders of the Class B Certificates will
be limited to the amounts specified under "--Distributions" above.
Subordination of the Class B-2 Certificates
The rights of the holders of the Class B-2 Certificates to receive
distributions of amounts collected on the Contracts will be subordinated, to the
extent described herein, to such rights of the Class B-1 Certificates. This
subordination is intended to enhance the likelihood of receipt by the holders of
the Senior Certificates, the Class A-5 Certificates, the Class M-1 Certificates
and the Class B-1 Certificates of the full amount of their scheduled monthly
payments of interest and the ultimate receipt by such holders of principal equal
to the applicable Original Class Principal Balance of such Certificates.
The protection afforded to the Class B-1 Certificates by means of the
subordination of the Class B-2 Certificates will be accomplished by the
application of the Available Distribution Amount in the order specified under
"--Distributions" above. In addition, if the Available Distribution Amount on
any Remittance Date is not sufficient to permit the distribution of the entire
specified portion of the Fixed Pool Formula Principal Distribution Amount to the
Class B-1 Certificateholders and the subordination provided by the Class B-2
Certificates has not been exhausted, the subordination feature will protect the
Class B-1 Certificateholders by the right of the Class B-1 Certificateholders to
receive, until, if ever, any such shortfall is distributed, a portion of the
future distributions of Available Distribution Amounts that would otherwise have
been distributable to the holders of the Class B-2 Certificates or the Class R
Certificate.
However, the Class B-2 Certificates will have the benefit of the Limited
Guarantee from CHI or the Alternate Credit Enhancement. Neither the Limited
Guarantee nor the Alternate Credit Enhancement will benefit or result in any
payments on any other Offered Certificates.
Losses on Liquidated Contracts
In general, a "Liquidated Contract" is a defaulted Contract as to which
all amounts that the Servicer expects to recover through the date of disposition
of the Manufactured Home and/or any real property securing such Contract have
been received.
As described above, the distribution of principal to the holders of the
Senior Fixed Pool Certificates and the Class A ARM Certificates is intended to
include the Scheduled Principal Balance of each Contract in the related pool
S-54
<PAGE>
that became a Liquidated Contract during the Due Period immediately preceding
the month of such distribution. If the Liquidation Proceeds, net of related
Liquidation Expenses, from such Liquidated Contract are less than the Scheduled
Principal Balance of such Liquidated Contract, and accrued and unpaid interest
thereon, then to the extent such deficiency is not covered by any excess
interest collections on non-defaulted Contracts, the deficiency may, in effect,
be absorbed by the Subordinate Certificates since a portion of future Available
Distribution Amounts funded by future principal collections on the Contracts, up
to the aggregate amount of such deficiencies, that would otherwise have been
distributable to them may be paid to the holders of the Senior Certificates. If
the protection afforded to the holders of a Class of Subordinate Certificates by
the subordination of one or more Classes of more junior Subordinate Certificates
is exhausted, the holders of such Class of Subordinate Certificates will incur a
loss on their investment.
If the Available Distribution Amount, for any Remittance Date is not
sufficient to cover, in addition to interest distributable to the related Senior
Certificateholders, the entire specified portion of the Fixed Pool Formula
Principal Distribution Amount distributable to the related Senior Fixed Pool
Certificateholders and the entire Class A ARM Formula Principal Distribution
Amount to the Class A ARM Certificateholders then entitled to such payment on
such Remittance Date, then the amount of the Aggregate Pool Scheduled Principal
Balance available to the Subordinate Certificates (i.e., such Aggregate Pool
Scheduled Principal Balance less the sum of the Class A Fixed Pool Principal
Balance and the Class A ARM Principal Balance) on future Remittance Dates will
be reduced. If, because of liquidation losses, the Aggregate Pool Scheduled
Principal Balance were to decrease proportionately faster than distributions to
the Certificateholders reduce the Principal Balance of the Certificates, the
level of protection afforded by the subordination of the Subordinate
Certificates (i.e., the percentage of the Aggregate Pool Scheduled Principal
Balance available to the Certificates) would be reduced. On each Remittance
Date, if any, on or after the date on which the Senior Certificate Principal
Balance equals or becomes greater than the Aggregate Pool Scheduled Principal
Balance and so long as any Subordinate Certificates are outstanding, such
Subordinate Certificates will bear all losses on Liquidated Contracts (with no
ability to recover the amount of any liquidation loss from future principal
collections on the Contracts) and incur a loss on their investment in the such
Subordinate Certificates. On each Remittance Date, if any, on or after the date
on which the Deficiency Event occurs, the Senior Certificateholders, will
receive only their respective percentage interest of Liquidation Proceeds (net
of Liquidation Expenses) realized in respect of Liquidated Contracts, rather
than the Scheduled Principal Balances thereof, and will therefore bear all
losses on Liquidated Contracts (with no ability to recover the amount of any
liquidation loss from future principal collections on the Contracts) and incur a
loss on their investment in the Senior Certificates. See "Description of the
Certificates--the Senior/Subordinate Structure" and "Yield and Prepayment
Considerations."
On each Remittance Date, if any, on or after the date on which the sum of
the Principal Balances of the Senior Certificates equals or becomes greater than
the Aggregate Pool Scheduled Principal Balance, the Senior Certificateholders
will receive only their respective percentage interests of Liquidation Proceeds
(net of Liquidation Expenses) realized in respect of Liquidated Contracts,
rather than the Scheduled Principal Balances thereof, and will therefore bear
all losses on Liquidated Contracts (with no ability to recover the amount of any
liquidation loss from future principal collections on the Contracts) and incur a
loss on their investment in such Certificates.
But for the subordination of the Class B-2 Certificates, the Class B-1
Certificateholders would absorb (i) all losses on each Liquidated Contract (to
the extent such loss is not covered by excess interest collections) and (ii)
other shortfalls in the applicable Available Distribution Amount. If, on any
Remittance Date, the sum of the Principal Balances of the Senior Certificates,
the Class A-5 Certificates and the Class M-1 Certificates becomes equal to or
greater than the Aggregate Pool Scheduled Principal Balance then the Class B-1
Certificateholders will bear all losses on Liquidated Contracts (with no ability
to recover the amount of any Liquidation Loss from future principal collections
on the Contracts) and incur a loss on their investment in the Class B-1
Certificates.
Limited Guarantee of CHI
In order to mitigate the effect of the subordination of the Class B-2
Certificates and liquidation losses and delinquencies on the Contracts borne by
the Class B-2 Certificates, CHI will initially provide a limited guarantee (the
"Limited Guarantee") against losses that would otherwise be absorbed by the
Class B-2 Certificates. Such Limited Guarantee may be replaced by an Alternate
Credit Enhancement. See "--Alternate Credit Enhancement" below.
S-55
<PAGE>
Each payment required to be made under the Limited Guarantee is referred
to as an "Enhancement Payment." Prior to the Remittance Date with respect to the
Class B-2 Certificates (the "Initial Class B-2 Principal Remittance Date") on
which the Class B-1 Principal Balance is reduced to zero, the Enhancement
Payment will equal the amount, if any, by which (a) the sum of (i) the Class B-2
Formula Distribution Amount (which will be equal to interest accrued during the
related Interest Period on the Class B-2 Principal Balance and an amount of
principal described in the Agreement) for such Remittance Date and (ii) the
Class B-2 Principal Liquidation Loss Amount, if any, exceeds (b) the amount
(other than the Enhancement Payment) that will otherwise be distributed on the
Class B-2 Certificates on such Remittance Date (the "Class B-2 Distribution
Amount"). On each Remittance Date on or after the Initial Class B-2 Principal
Remittance Date, the Enhancement Payment will equal the amount, if any, by which
the Class B-2 Formula Distribution Amount (which will include both interest and
principal) exceeds the Class B-2 Distribution Amount for such Remittance Date.
The "Class B-2 Principal Liquidation Loss Amount" for any Remittance Date
will equal the amount, if any, by which (a) the Fixed Pool Formula Principal
Distribution Amount (exclusive of the portion thereof specified in clause (vi)
of the definition of Formula Principal Distribution Amount) for such Remittance
Date exceeds (b) the amount (exclusive of the Enhancement Payment) distributed
on the Fixed Pool Certificates on account of principal on such Remittance Date.
The Class B-2 Principal Liquidation Loss Amount represents future principal
payments on the Contracts that, because of the subordination of the Class B-2
Certificates and liquidation losses on the Contracts, will not be paid to the
Class B-2 Certificateholders from the assets of the Trust Fund but may be paid
in the form of an Enhancement Payment.
In the event that, on a particular Remittance Date, the Class B-2
Distribution Amount in the Certificate Account plus any amounts actually paid
under the Limited Guarantee are not sufficient to make a full distribution of
interest to the Class B-2 Certificateholder the amount of the deficiency will be
carried forward as an amount that the Class B-2 Certificateholders are entitled
to receive on the next Remittance Date.
The Limited Guarantee will be an unsecured general obligation of CHI and
will not be supported by any letter of credit or other enhancement arrangement.
The Limited Guarantee is for the benefit of the Class B-2 Certificates
only and will not result in any payments on the other Offered Certificates.
As reimbursement to CHI for Enhancement Payments made by CHI pursuant to
the Limited Guarantee, CHI will be entitled to receive on each Remittance Date
an amount equal to the lesser of (a) the Available Distribution Amount, less the
portion of the Available Distribution Amount distributed on the Certificates
(other than the Class R Certificate), and (b) the aggregate amount of
Enhancement Payments outstanding which remain unreimbursed as of such Remittance
Date.
Alternate Credit Enhancement
In the event that, at CHI's option, Alternate Credit Enhancement (as
defined herein) is provided and, upon prior written notice to the Rating
Agencies, the Rating Agencies shall have notified CHI, the Company, the Servicer
and the Trustee in writing that substitution of such Alternate Credit
Enhancement for the Limited Guarantee will not result in the downgrade or
withdrawal of the then current rating of any class of the Certificates, and upon
the delivery by CHI to the Trustee of an opinion of counsel, acceptable to the
Trustee, that such action would not cause the Trust to fail to qualify as a
REMIC, the Limited Guarantee shall be released and shall terminate. The
Alternate Credit Enhancement may consist of cash or securities deposited by CHI
or any other person in a segregated escrow, trust or collateral account or a
letter of credit, certificate insurance policy or surety bond provided by a
third party (an "Alternate Credit Enhancement"). On each Remittance Date after
delivery of the Alternate Credit Enhancement, an amount, equal to the lesser of
the amount which would have been payable under the Limited Guarantee and the
amount available under such Alternate Credit Enhancement, shall be transferred
from such account to the Certificate Account to make payments to the Class B-2
Certificateholders (the "Enhancement Payment"). CHI shall have no obligation to
replace such enhancement once it has been exhausted.
S-56
<PAGE>
Advances
For each Remittance Date, the Servicer will be obligated to make advances
("Monthly Advances") in respect of delinquent scheduled payments on the
Contracts that were due in the preceding Due Period and would, in the Servicer's
judgment, be recoverable from related late payments, Liquidation Proceeds or
otherwise.
On or prior to each Determination Date, the Servicer will either (i)
deposit from its own funds the Monthly Advance into the Certificate Account,
(ii) cause appropriate entries to be made in the records of the Certificate
Account that funds in the Certificate Account that are not part of the Available
Distribution Amount for the related Remittance Date have been used to make the
Monthly Advance or (iii) make the Monthly Advance through any combination of
clauses (i) and (ii). Any funds held for future distribution and used in
accordance with clause (ii) must be restored by the Servicer from its own funds
or advance payments on the Contracts when they become part of a future Available
Distribution Amount. The Monthly Advance is the sum of delinquent scheduled
payments due in the related Due Period, exclusive of all Nonrecoverable
Advances, except that the Monthly Advance will not exceed the amount necessary
to bring the Available Distribution Amount up to the sum of the amounts
specified in clauses A(i)-(x) or B(i)-(x), as the case may be, under
"--Distributions--Priority of Distributions" above. A Nonrecoverable Advance is
any advance made or proposed to be made that the Servicer believes is not, or if
made would not be, ultimately recoverable from related Liquidation Proceeds or
otherwise.
Monthly Advances are intended to maintain a regular flow of scheduled
interest and principal payments to Certificateholders rather than to guarantee
or insure against losses. The Servicer will reimburse itself for Monthly
Advances out of collections of the late scheduled payments. In addition, upon
the determination that a Nonrecoverable Advance has been made in respect of a
Contract or upon a Contract becoming a Liquidated Contract, the Servicer will
reimburse itself out of funds in the Certificate Account for the delinquent
scheduled payments on such Contract (exclusive of any scheduled payment (i) for
which no advance was made because the Servicer determined that such an advance
would be a Nonrecoverable Advance if an advance were made or (ii) that was
recovered out of Net Liquidation Proceeds for the related Contract).
The Servicer will also be obligated to make advances, to the extent
recoverable out of Liquidation Proceeds or otherwise, in respect of certain
taxes and insurance premiums not paid by an Obligor on a timely basis. Funds so
advanced are reimbursable to the Servicer as provided in the Agreement.
Reports to Certificateholders
The Trustee will include with each distribution to each Certificateholder
a statement as of such Remittance Date setting forth, among other things:
(a) the aggregate amount distributed on the Class A-1 Certificates on
such Remittance Date;
(b) the amount of such distribution which constitutes principal;
(c) the amount of such distribution which constitutes interest;
(d) the remaining Class A-1 Principal Balance;
(e) the aggregate amount distributed on the Class A-2 Certificates on
such Remittance Date;
(f) the amount of such distribution which constitutes principal;
(g) the amount of such distribution which constitutes interest;
(h) the remaining Class A-2 Principal Balance;
(i) the aggregate amount distributed on the Class A-3 Certificates on
such Remittance Date;
(j) the amount of such distribution which constitutes principal;
(k) the amount of such distribution which constitutes interest;
(l) the remaining Class A-3 Principal Balance;
(m) the aggregate amount distributed on the Class A-4 Certificates on
such Remittance Date;
(n) the amount of such distribution which constitutes principal;
(o) the amount of such distribution which constitutes interest;
S-57
<PAGE>
(p) the remaining Class A-4 Principal Balance;
(q) the aggregate amount distributed on the Class A-5 Certificates on
such Remittance Date;
(r) the amount of such distribution which constitutes principal;
(s) the amount of such distribution which constitutes interest;
(t) the remaining Class A-5 Principal Balance;
(u) the aggregate amount distributed on the Class M-1 Certificates on
such Remittance Date;
(v) the amount of such distribution which constitutes principal;
(w) the amount of such distribution which constitutes interest;
(x) the remaining Class M-1 Principal Balance;
(y) the aggregate amount distributed on the Class B-1 Certificates on
such Remittance Date;
(z) the amount of such distribution which constitutes principal;
(aa) the amount of such distribution which constitutes interest;
(bb) the remaining Class B-1 Principal Balance;
(cc) the aggregate amount distributed on the Class B-2 Certificates on
such Remittance Date;
(dd) the amount of such distribution which constitutes principal;
(ee) the amount of such distribution which constitutes interest;
(ff) the amount, if any, by which the Class B-2 Formula Distribution
Amount exceeds the remaining Available Distribution Amount for such
Remittance Date;
(gg) the Class B-2 Liquidation Loss Amount, if any, for such Remittance
Date;
(hh) the Enhancement Payment, if any, for such Remittance Date;
(ii) the remaining Class B-2 Principal Balance;
(jj) the aggregate amount distributed on the Class A ARM Certificates on
such Remittance Date;
(kk) the amount of such distribution which constitutes principal;
(ll) the amount of such distribution which constitutes interest;
(mm) the remaining Class A ARM Principal Balance;
(nn) the number of and aggregate unpaid principal balance of Fixed Rate
Contracts and Adjustable Rate Contracts with payments delinquent 31
to 59, 60 to 89 and 90 or more days, respectively; and (oo) the
amount of fees payable out of the Trust Fund.
In addition, within a reasonable period of time after the end of each
calendar year, the Trustee will furnish a report to each Certificateholder of
record at any time during such calendar year as to certain aggregate of amounts
for such calendar year.
Optional Termination
The Agreement provides that on any Remittance Date after the first
Remittance Date on which the Aggregate Pool Scheduled Principal Balance is less
than 10% of the Cut-off Date Pool Principal Balance, the Company (if it is no
longer the Servicer) and the Servicer will each have the option to repurchase,
upon the Company or the Servicer giving notice mailed no later than the first
day of the month next preceding the month of the exercise of such option, all
outstanding Contracts at a price equal to the greater of (a) the sum of (x) 100%
of the outstanding principal balance of each Contract (other than any Contract
as to which the related Manufactured Home has been acquired in realizing thereon
and whose fair market value is included pursuant to clause (y) below) as of the
final Remittance Date, and (y) the fair market value of such acquired property
(as determined by the Company or the Servicer, as the case may be) and (b) the
aggregate fair market value (as determined by the Company or the Servicer, as
the case may be) of all of the assets of the Trust Fund, plus, in each case, any
unpaid interest on the Certificates due on prior Remittance Dates as well as one
month's interest at the rate specified in the Agreement on the Scheduled
Principal Balance of each Contract (including any Contract as to which the
related Manufactured Homes has been repossessed and not yet disposed of).
Notwithstanding the foregoing, the option referred to in this paragraph shall
not be exercisable unless there will be distributed to the Certificateholders an
amount equal to 100% of the outstanding principal balance of each Certificate
plus one month's interest thereon at the related Remittance Rate, and any
previously undistributed shortfalls in interest due thereon.
S-58
<PAGE>
The Trustee
The Chase Manhattan Bank, a New York banking corporation, has its
corporate trust offices at 450 West 33rdStreet, 15th Floor, New York, New York
10001. The Company and its affiliates may have commercial transactions with the
Trustee from time to time.
The Trustee may resign at any time, in which event the Company will be
obligated to appoint a successor Trustee. The Company may also remove the
Trustee if the Trustee ceases to be eligible to continue as such under the
Agreement or if the Trustee becomes insolvent. In such circumstances, the
Company will also be obligated to appoint a successor Trustee. Any resignation
or removal of the Trustee and appointment of a successor Trustee will not become
effective until acceptance of the appointment by the successor Trustee.
Registration of the Offered Certificates
The Offered Certificates will initially be issued as book-entry
Certificates (the "Book-Entry Certificates"). Persons acquiring beneficial
ownership interests in the Offered Certificates ("Certificate Owners") may elect
to hold their Offered Certificates through The Depository Trust Company ("DTC")
in the United States, or Clearstream Banking, societe anonyme ("Clearstream") or
the Euroclear system ("Euroclear"), in Europe, through participants of such
systems ("Participants"), or indirectly through organizations which are
participants in such systems. The Book-Entry Certificates will be issued in one
or more certificates which equal the aggregate principal balance of the Offered
Certificates and will initially be registered in the name of Cede & Co., the
nominee of DTC. Clearstream and Euroclear will hold omnibus positions on behalf
of their participants through customers' securities accounts in Clearstream'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
Clearstream and The Chase Manhattan Bank will act as depositary for Euroclear
(in such capacities, individually the "Relevant Depositary" and collectively the
"European Depositaries"). Investors may hold such beneficial interests in the
Book-Entry Certificates in minimum denominations of $50,000. Except as described
below, no person acquiring an interest in a Book-Entry Certificate (each, a
"beneficial owner") will be entitled to receive a physical certificate
representing such interest (a "Definitive Certificate"). Unless and until
Definitive Certificates are issued, it is anticipated that the only
"Certificateholder" of the Offered Certificates will be Cede & Co., as nominee
of DTC. Certificate Owners will not be Certificateholders as that term is used
in the Agreement. Certificate Owners are only permitted to exercise their rights
indirectly through Participants and DTC.
The beneficial owner's ownership of a Book-Entry Certificate will be
recorded on the records of the brokerage firm, bank, thrift institution or other
financial intermediary (each, a "Financial Intermediary") that maintains the
beneficial owner's account for such purpose. In turn, the Financial
Intermediary's ownership of such Book-Entry Certificate will be recorded on the
records of DTC (or of a participating firm that acts as agent for the Financial
Intermediary, whose interest will in turn be recorded on the records of DTC, if
the beneficial owner's Financial Intermediary is not a DTC participant and on
the records of Clearstream or Euroclear, as appropriate).
Certificate Owners will receive all distributions of principal of and
interest on the Offered Certificates from the Trustee through DTC and
Participants. While the Offered 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 Participants and to receive and transmit
distributions of principal of, and interest on, the Offered Certificates.
Participants and indirect participants with whom Certificate Owners have
accounts with respect to Offered 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 physical certificates representing their respective interests
in the Offered Certificates, the Rules provide a mechanism by which Certificate
Owners will receive distributions and will be able to transfer their interest in
the Offered Certificates.
Certificateholders will not receive or be entitled to receive certificates
representing their respective interests in the Offered Certificates, except
under the limited circumstances described below. Unless and until Definitive
Certificates are issued, Certificateholders who are not Participants may
transfer ownership of Offered Certificates only through Participants and
indirect participants by instructing such Participants and indirect participants
to transfer Offered Certificates, by book-entry transfer, through DTC for the
account of the purchasers of such Offered Certificates, which account is
maintained with their respective Participants. Under the Rules and in accordance
with DTC's normal procedures, transfers of ownership of Offered Certificates
will be executed through DTC and the
S-59
<PAGE>
accounts of the respective Participants at DTC will be debited and credited.
Similarly, the Participants and indirect participants will make debits or
credits, as the case may be, on their records on behalf of the selling and
purchasing Certificateholders.
Because of time zone differences, the securities account of a Clearstream
or Euroclear Participant as a result of a transaction with a DTC Participant
(other than a depository holding on behalf of Clearstream or Euroclear) will be
credited during the subsequent securities settlement processing day which is the
business day immediately 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 Clearstream Participants on such business day. Cash
received in Clearstream or Euroclear as a result of sales of securities by or
through a Clearstream Participant (as defined below) or Euroclear Participant
(as defined below) to a DTC Participant (other than a depository holding on
behalf of Clearstream or Euroclear) will be received with value on the DTC
settlement date but will be available in the relevant Clearstream 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--REMIC
Series--Taxation of Certain Foreign Investors" and "--Backup Withholding" in the
Prospectus and "Global Clearance, Settlement and Tax Documentation
Procedures--Certain U.S. Federal Income Tax Documentation Requirements" in Annex
I hereto.
Transfers between Participants will occur in accordance with DTC rules.
Transfers between Clearstream 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 Clearstream
Participants or Euroclear Participants, on the other, will be effected by DTC in
accordance with DTC rules on behalf of the relevant European international
clearing system by the Relevant Depositary; however, such cross market
transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system in accordance
with its rules and procedures and within its established deadlines (European
time). The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to the
Relevant Depositary to take action to effect final settlement on its behalf by
delivering or receiving securities in DTC, and making or receiving payment in
accordance with normal procedures for same day funds settlement applicable to
DTC. Clearstream Participants and Euroclear Participants may not deliver
instructions directly to the European Depositaries.
DTC is a limited-purpose trust company organized under the laws of the
State of New York, which holds securities for its participating organizations
and facilitates the clearance and settlement of securities transactions between
DTC Participants through electronic book-entry changes in the accounts of DTC
Participants. DTC Participants include securities brokers and dealers, banks,
trust companies and clearing corporations and may include certain other
organizations. Other institutions that are not DTC Participants but clear
through or maintain a custodial relationship with DTC Participants (such
institutions, "indirect participants") have indirect access to DTC's clearance
system.
Clearstream, 67 Bd Grande-Duchesse Charlotte, L-2967 Luxembourg, was
incorporated in 1970 as "Cedel S.A.", a company with limited liability under
Luxembourg law (a societe anonyme). Cedel S.A. subsequently changed its name to
Cedelbank and on January 18, 2000, Cedelbank was renamed "Clearstream Banking,
societe anonyme". Clearstream holds securities for its customers and facilitates
the clearance and settlement of securities transactions between Clearstream
Participants through electronic book-entry changes in accounts of Clearstream
Participants, thereby eliminating the need for physical movement of
certificates. Clearstream is registered as a bank in Luxembourg, and as such is
subject to regulation by the Commission de Surveillance du Secteur Financier,
`CSSF', which supervises Luxembourg banks. Clearstream's customers are
world-wide financial institutions including underwriters, securities brokers and
dealers, banks, trust companies and clearing corporations. Clearstream's U.S.
customers are limited to securities brokers and dealers, and banks. Indirect
access to Clearstream is available through other institutions that clear through
or maintain a custodial relationship with an account holder of Clearstream.
Clearstream has established an electronic bridge with Morgan Guaranty Trust
Company of New York as the Operator of the Euroclear System in Brussels to
facilitate settlement of trades between systems.
Euroclear was created to hold securities for participants of Euroclear 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
S-60
<PAGE>
securities and cash. The "Euroclear Operator" is the Belgian branch of a New
York banking corporation which is a member bank of the Federal Reserve System.
Euroclear is under contract with Euroclear Clearance Systems S.C., a Belgian
co-operative corporation (the "Clearance 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 Clearance Cooperative. The Clearance Cooperative establishes policies
for Euroclear on behalf of Euroclear Participants. 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.
Distributions on the Book-Entry Certificates will be made on each
Remittance Date by the Trustee to DTC. DTC will be responsible for crediting the
amount of such payments to the accounts of the applicable DTC Participants in
accordance with DTC's normal procedures. Each DTC Participant will be
responsible for disbursing such payments to the beneficial owners of the
Book-Entry Certificates that it represents and to each Financial Intermediary
for which it acts as agent. Each such Financial Intermediary will be responsible
for disbursing funds to the beneficial owners of the Book-Entry Certificates
that it represents.
Under a book-entry format, beneficial owners of the Book-Entry
Certificates may experience some delay in their receipt of payments, since such
payments will be forwarded by the Trustee to Cede & Co. Distributions with
respect to Certificates held through Clearstream or Euroclear will be credited
to the cash accounts of Clearstream Participants or Euroclear Participants in
accordance with the relevant system's rules and procedures, to the extent
received by the Relevant Depositary. Such distributions will be subject to tax
reporting in accordance with relevant United States tax laws and regulations.
See "Certain Federal Income Tax Consequences--REMIC Series--Taxation of Certain
Foreign Investors" and "--Backup Withholding" in the Prospectus. Because DTC can
only act on behalf of Financial Intermediaries, the ability of a beneficial
owner to pledge Book-Entry Certificates to persons or entities that do not
participate in the Depository system, or otherwise take actions in respect of
such Book-Entry Certificates, may be limited due to the lack of physical
certificates for such Book-Entry Certificates. In addition, issuance of the
Book-Entry Certificates in book-entry form may reduce the liquidity of such
Certificates in the secondary market since certain potential investors may be
unwilling to purchase Certificates for which they cannot obtain physical
certificates.
Monthly and annual reports on the Trust will be provided to Cede & Co., as
nominee of DTC, and may be made available by Cede & Co. to beneficial owners
upon request, in accordance with the rules, regulations and procedures creating
and affecting the Depository, and to the Financial Intermediaries to whose DTC
accounts the Book-Entry Certificates of such beneficial owners are credited.
Under DTC's procedures, DTC will take any action permitted to be taken by
the holders of the Book-Entry Certificates under the Agreement only at the
direction of one or more Participants to whose DTC accounts the Book-Entry
Certificates are credited, to the extent that such actions are taken on behalf
of Participants whose holdings include such Book-Entry Certificates and whose
aggregate holdings represent no less than any minimum amount of percentage
interests or voting rights required therefor. DTC may take conflicting actions
with respect to any action of Certificateholders of any class to the extent that
Participants authorize such actions.
Definitive Certificates will be issued to beneficial owners of the
Book-Entry Certificates, or their nominees, rather than to DTC or its nominee,
only if (a) DTC or the Company advises the Trustee in writing that DTC is no
longer willing, qualified or able to discharge properly its responsibilities as
nominee and depository with respect to the Book-Entry Certificates and the
Company is unable to locate a qualified successor, (b) the Company, at its sole
option, elects to terminate a book-entry system through DTC or (c) after the
occurrence of an Event of Default, beneficial owners having Percentage Interests
aggregating not less than 51% of the Book-Entry Certificates advise the Trustee
and DTC through the Financial Intermediaries and the DTC participants in writing
that the continuation of a book-entry system through DTC (or a successor
thereto) is no longer in the best interests of beneficial owners.
Upon the occurrence of any of the events described in the immediately
preceding paragraph, the Trustee is required to notify, through DTC, all
Participants who have ownership of the Book-Entry Certificates as indicated on
S-61
<PAGE>
the records of DTC of the occurrence of such event and the availability through
DTC of Definitive Certificates for their Book-Entry Certificates. Upon surrender
by DTC of the global certificate or certificates representing the Book-Entry
Certificates and upon receipt of instructions for re-registration, the Trustee
will issue Definitive Certificates in the respective principal amounts owned by
individual Certificate Owners, and thereafter the Trustee will recognize the
holders of such Definitive Certificates as Certificateholders under the
Agreement.
Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of Offered Certificates among
participants of DTC, Clearstream and Euroclear, they are under no obligation to
perform or continue to perform such procedures and such procedures may be
discontinued at any time. See Annex I hereto.
None of the Company, the Servicer and the Trustee will have any
responsibility for any aspect of the records relating to or payments made on
account of beneficial ownership interests of the Book-Entry Certificates held by
Cede & Co., as nominee for DTC, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
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.
USE OF PROCEEDS
Substantially all of the net proceeds to be received from the sale of the
Offered Certificates will be added to the general funds of the Company.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
An election will be made to treat the Trust Fund as a "real estate
mortgage investment conduit" (a "REMIC") for federal income tax purposes. The
Senior and Subordinate Certificates will constitute "regular interests" in the
REMIC, and the Class R Certificate will constitute the sole class of "residual
interest" in the REMIC.
Original Issue Discount
The Class B-1 and Class B-2 Certificates will and certain other classes of
Offered Certificates may be treated as having been issued with original issue
discount for federal income tax purposes. For purposes of determining the amount
and the rate of accrual of original issue discount and market discount, the
Company intends to assume that there will be prepayments on the Contracts at a
rate equal to 200% of the Prepayment Model (as defined herein) for the Fixed
Rate Contracts and 250% of the Prepayment Model for the Adjustable Rate
Contracts. No representation is made as to whether the Contracts will prepay at
that rate or any other rate. See "Yield and Prepayment Considerations" herein
and "Certain Federal Income Tax Consequences" in the Prospectus.
A reasonable application of the principles of the OID Regulations to the
Floating Rate Certificates generally would be to report all income with respect
to such Certificates as original issue discount for each period, computing such
original issue discount (i) by assuming that the value of the applicable index
with respect to such Certificates will remain constant for purposes of
determining the original yield to maturity of each such Class of Certificates
and projecting future distributions on such Certificates, thereby treating such
Certificates as fixed rate instruments to which the original issue discount
computation rules described in the Prospectus can be applied, and (ii) by
accounting for any positive or negative variation in the actual value of the
applicable index in any period from its assumed value as a current adjustment to
original issue discount with respect to such period. See "Certain Federal Income
Tax Consequences" in the Prospectus.
The Offered Certificates will be treated as regular interests in a REMIC
under section 860G of the Code. Accordingly, the Offered Certificates will be
treated as (i) assets described in section 7701(a)(19)(C) of the Code, and (ii)
"real estate assets" within the meaning of section 856(c)(5)(B) of the Code, in
each case to the extent described in the Prospectus. Interest on the Offered
Certificates will be treated as interest on obligations secured by mortgages on
real property within the meaning of section 856(c)(3)(B) of the Code to the same
extent that the Offered Certificates are treated as real estate assets. See
"Certain Federal Income Tax Consequences" in the Prospectus.
S-62
<PAGE>
Effect of Losses and Delinquencies
As described above under "Description of the Certificates," the
Subordinate Certificates are subordinated to the Senior Certificates. In the
event there are losses or delinquencies on the Contracts, amounts that otherwise
would be distributed on the Subordinate Certificates may instead be distributed
on the Senior Certificates. Holders of the Subordinate Certificates nevertheless
will be required to report interest with respect to such Subordinate
Certificates under an accrual method without giving effect to delays and
reductions in distributions on such Certificates attributable to losses and
delinquencies on the Contracts, except to the extent it can be established, for
tax purposes, that such amounts are uncollectible. As a result, the amount of
income reported by holders of the Subordinate Certificates in any period could
significantly exceed the amount of cash distributed to such holders in that
period. The holders of the Subordinate Certificates 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 such Certificates is reduced as a
result of losses and delinquencies on the Contracts in the Contract Pool.
However, the timing and character of such losses or reductions in income are
uncertain. Although not entirely clear, it appears that holders of the
Subordinate Certificates that are corporations should in general be allowed to
deduct as an ordinary loss any loss sustained during the taxable year on account
of any such Certificates becoming wholly or partially worthless, and that, in
general, holders of Certificates that are not corporations should be allowed to
deduct as short-term capital loss any loss sustained during the taxable year on
account of any such Certificates becoming wholly worthless. Although the matter
is unclear, non-corporate holders of Certificates may be allowed a bad debt
deduction at such time that the principal balance of any such Certificate is
reduced to reflect realized losses resulting from any liquidated Contracts. The
Internal Revenue Service, however, could take the position that non-corporate
holders will be allowed a bad debt deduction to reflect realized losses only
after all Contracts remaining in the related Trust Fund have been liquidated or
the Certificates have been otherwise retired. Potential investors and Holders of
the Certificates are urged to consult their own tax advisors regarding the
appropriate timing, amount and character of any loss sustained with respect to
such Certificates, including any loss resulting from the failure to recover
previously accrued interest or discount income. Special loss rules are
applicable to banks and thrift institutions, including rules regarding reserves
for bad debts. Such taxpayers are advised to consult their tax advisors
regarding the treatment of losses on Certificates.
Backup Withholding
Certain Certificate Owners may be subject to backup withholding at the
rate of 31% with respect to interest paid on the Offered Certificates if the
Certificate Owners, upon issuance, fail to supply the Trustee or their broker
with their taxpayer identification number, furnish an incorrect taxpayer
identification number, fail to report interest, dividends, or other "reportable
payments" (as defined in the Code) properly, or, under certain circumstances,
fail to provide the Trustee or their broker with a certified statement, under
penalty of perjury, that they are not subject to backup withholding.
The Trustee will be required to report annually to the IRS, and to each
Offered Certificateholder of record, the amount of interest paid (and OID
accrued, if any) on the Offered Certificates (and the amount of interest
withheld for federal income taxes, if any) for each calendar year, except as to
exempt holders (generally, holders that are corporations, certain tax-exempt
organizations or nonresident aliens who provide certification as to their status
as nonresidents). As long as the only "Class A Certificateholder" of record is
Cede, as nominee for DTC, Certificate Owners and the IRS will receive tax and
other information including the amount of interest paid on such Certificates
owned from Participants and indirect Participants rather than from the Trustee.
(The Trustee, however, will respond to requests for necessary information to
enable Participants, indirect Participants and certain other persons to complete
their reports.) Each non-exempt Certificate Owner will be required to provide,
under penalty of perjury, a certificate on IRS Form W-9 containing his or her
name, address, correct federal taxpayer identification number and a statement
that he or she is not subject to backup withholding. Should a non-exempt
Certificate Owner fail to provide the required certification, the Participants
or indirect Participants (or the Paying Agent) will be required to withhold 31%
of the interest (and principal) otherwise payable to the holder, and remit the
withheld amount to the IRS as a credit against the holder's federal income tax
liability.
Any amounts withheld under the backup withholding rules from a payment to
a Certificate Owner will be deemed distributed to the affected Certificate Owner
for all purposes of the Certificates and the Agreement. In
S-63
<PAGE>
addition, any such amount would be allowed as a refund or credit against such
owner's United States federal income tax provided that the required information
is furnished to the IRS.
Federal Income Tax Consequences to Foreign Investors
The following information describes the United States federal income tax
treatment of holders that are not United States persons ("Foreign Investors").
The term "Foreign Investors" means any person other than (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
treated as a corporation or partnership for United States federal income tax
purposes organized in or under the laws of the United States or any state
thereof or the District of Columbia (other than a partnership that is not
treated as a United States person under any applicable Treasury regulations),
(iii) an estate, the income of which is includible in gross income for United
States federal income tax purposes, regardless of its source or (iv) a trust, if
a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States persons have
authority to control all substantial decisions of the trust. Notwithstanding the
preceding sentence, to the extent provided in Treasury regulations, certain
trusts in existence on August 20, 1996 which were treated as United States
persons prior to such date that elect to continue to be treated as United States
persons will not be considered a Foreign Investor.
The Code and Treasury regulations generally subject interest paid to a
Foreign Investor to a withholding tax at a rate of 30% (unless such rate is
reduced by an applicable treaty). The withholding tax, however, is eliminated
with respect to certain "portfolio debt investments" issued to Foreign
Investors. Portfolio debt investments include debt instruments issued in
registered form for which the United States payor receives a statement that the
beneficial owner of the instrument is a Foreign Investor. The Offered
Certificates will be issued in registered form, therefore if the information
required by the Code is furnished (as described below) and no other exceptions
to the withholding tax exemption are applicable, there will be no withholding
tax on interest paid to a Foreign Investor.
For the Offered Certificates to constitute portfolio debt investments
exempt from the United States withholding tax, the withholding agent must
receive from the Certificate Owner an executed IRS Form W-8 or IRS Form W-8 BEN
signed under penalty of perjury by the Certificate Owner stating that the
Certificate Owner is a Foreign Investor and providing such Certificate Owner's
name and address. The statement must be received by the withholding agent in the
calendar year in which the interest payment is made, or in either of the two
preceding calendar years.
A Certificate Owner that is a nonresident alien or foreign corporation
will not be subject to United States federal income tax on gain realized on the
sale, exchange, or redemption of such Offered Certificate, provided that (i)
such gain is not effectively connected with a trade or business carried on by
the Certificate Owner in the United States and (ii) in the case of a Certificate
Owner that is an individual, such Certificate Owner is not present in the United
States for 183 days or more during the taxable year in which such sale, exchange
or redemption occurs and certain other requirements are met.
On October 6, 1997, the Treasury Department issued new regulations (the
"New Regulations") which make certain modifications to the withholding, backup
withholding and information reporting rules described above. The New Regulations
attempt to unify certification requirements and modify reliance standards. The
New Regulations will generally be effective for payments made after December 31,
2000, subject to certain transition rules. Prospective investors are urged to
consult their own tax advisors regarding the New Regulations.
For further information regarding the federal income tax consequences of
investing in the Certificates, see "Certain Federal Income Tax Consequences" in
the Prospectus.
STATE TAX CONSIDERATIONS
The Company makes no representations regarding the tax consequences of
purchase, ownership or disposition of the Offered Certificates under the tax
laws of any state. Investors considering an investment in the Offered
Certificates should consult their own tax advisors regarding such tax
consequences.
S-64
<PAGE>
All investors should consult their own tax advisors regarding the federal,
state, local or foreign income tax consequences of the purchase, ownership and
disposition of the Offered Certificates.
ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
imposes certain restrictions on employee benefit plans that are subject to ERISA
("Plans") and on persons who are fiduciaries with respect to such Plans. See
"ERISA Considerations" in the Prospectus.
Senior Certificates
As discussed in the Prospectus under "ERISA Considerations" and subject to
the limitations discussed thereunder, the Company believes that the Exemption
(as defined in the Prospectus) granted to Credit Suisse First Boston Corporation
and Prudential Securities Incorporated (the "Underwriters"), will apply to the
acquisition and holding by Plans of Senior Certificates sold by the Underwriters
and that all conditions of the Exemption other than those within the control of
the investors have been met. See "ERISA Considerations" in the Prospectus. In
addition, as of the date hereof, there is no obligor with respect to Contracts
included in the Trust Fund constituting more than five percent of the aggregate
unamortized principal balance of the assets of the Trust Fund.
Employee benefit plans that are governmental plans (as defined in section
3(32) of ERISA) and church plans (as defined in section 3(33) of ERISA) are not
subject to ERISA requirements. Accordingly, assets of such plans may be invested
in the Senior Certificates without regard to the ERISA restrictions described
above, subject to applicable provisions of other federal and state laws.
Any Plan fiduciary who proposes to cause a Plan to purchase Senior
Certificates should consult with its own counsel with respect to the potential
consequences under ERISA and the Internal Revenue Code of 1986, as amended (the
"Code"), of the Plan's acquisition and ownership of Senior Certificates. Assets
of a Plan or individual retirement account should not be invested in the Senior
Certificates unless it is clear that the assets of the Trust Fund will not be
plan assets or unless it is clear that the Exemption or a prohibited transaction
class exemption will apply and exempt all potential prohibited transactions.
Subordinate Certificates
As discussed in the Prospectus, because the Subordinate Certificates are
subordinated to the Senior Certificates, the Exemption will not apply to the
Subordinate Certificates. See "ERISA Considerations--Subordinated Certificates"
in the Prospectus.
Consequently, no transfer of a Subordinate Certificate shall be registered
unless the prospective transferee provides the Trustee and the Company with (a)
a certification to the effect that (1) such transferee is not an employee
benefit or other plan or arrangement subject to section 406 or section 407 of
ERISA or to section 4975 of the Code; the trustee of any such plan; a person
acting on behalf of any such plan; nor a person using the assets of any such
plan; or (2) if such transferee is an insurance company, it is purchasing such
certificates with funds contained in an "insurance company general account" (as
such term is defined in section V(e) of the Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such
certificates are covered under Sections I and III of PTCE 95-60; or (b) an
opinion of counsel (a "benefit plan opinion") satisfactory to the Trustee and
the Company, and upon which the Trustee and the Company shall be entitled to
rely, to the effect that the purchase and holding of such Subordinate
Certificate by the prospective transferee will not result in the assets of the
Trust Fund being deemed to be plan assets and subject to the prohibited
transaction provisions of ERISA or the Code and will not subject the Trustee or
the Company to any obligation in addition to those undertaken by such entities
in the Agreement, which benefit plan opinion shall not be an expense of the
Trustee or the Company. Unless such certification or benefit plan opinion is
delivered, Certificate Owners of the Subordinate Certificates will be deemed to
make the representations in clause (a)(1). See "ERISA Considerations" in the
Prospectus.
LEGAL INVESTMENT CONSIDERATIONS
The Class A ARM Certificates will constitute "mortgage related securities"
under the Secondary Mortgage Market Enhancement Act of 1984 and, as such, will
be "legal investments" for certain types of institutional investors to the
extent provided in the Act.
S-65
<PAGE>
The Fixed Pool Certificates (the "Non-SMMEA Certificates") will not
constitute "mortgage related securities" under the Secondary Mortgage Market
Enhancement Act of 1984. The appropriate characterization of the Non-SMMEA
Certificates under various legal investment restrictions, and thus the ability
of investors subject to these restrictions to purchase Non-SMMEA Certificates,
may be subject to significant interpretive uncertainties. All investors whose
investment authority is subject to legal restrictions should consult their own
legal advisors to determine whether, and to what extent, the Non-SMMEA
Certificates will constitute legal investments for them.
The Company makes no representations as to the proper characterization of
the Non-SMMEA Certificates for legal investment or financial institution
regulatory purposes, or as to the ability of particular investors to purchase
Non-SMMEA Certificates under applicable legal investment restrictions. The
uncertainties described above (and any unfavorable future determinations
concerning legal investment or financial institution regulatory characteristics
of the Non-SMMEA Certificates) may adversely affect the liquidity of the
Non-SMMEA Certificates. See "Legal Investment Considerations" in the Prospectus.
CERTIFICATE RATING
It is a condition to the issuance of each Class of Certificates that they
be rated by both Moody's Investors Service, Inc. ("Moody's") and Fitch, Inc.
("Fitch" and, together with Moody's, the "Rating Agencies") the ratings
specified in "Summary Information." The Company has not requested a rating on
the Certificates by any rating agency other than Moody's or Fitch. However,
there can be no assurance as to whether any other rating agency will rate the
Certificates, or if it does, what rating would be assigned by any such other
rating agency. A rating on any or all of the Certificates by certain other
rating agencies, if assigned at all, may be lower than the ratings assigned to
such Certificates by the the Rating Agencies. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time. The rating of the Class B-2 Certificates Certificates is
based in part on an assessment of CHI's ability to make payments under the
Limited Guarantee. Any change in Moody's or Fitch's assessment of CHI's ability
to make payments under the Limited Guarantee may result in a reduction of the
rating of the Class B-2 Certificates.
UNDERWRITING
Each of the Underwriters has severally agreed, subject to the terms and
conditions of the Underwriting Agreement, to purchase from the Company the
respective principal amounts of the Offered Certificates set forth opposite its
name below.
<TABLE>
<CAPTION>
Principal Principal Principal Principal Principal
Amount of Amount of Amount of Amount of Amount of
Class A ARM Class A-1 Class A-2 Class A-3 Class A-4
Underwriter Certificates Certificates Certificates Certificates Certificates
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Credit Suisse First Boston
Corporation .............................. $20,070,655 $35,750,000 $32,500,000 $22,100,000 $28,859,000
Prudential Securities Incorporated ......... 10,807,000 19,250,000 17,500,000 11,900,000 15,539,000
---------- ---------- ---------- ---------- ----------
Total .................................. $30,877,655 $55,000,000 $50,000,000 $34,000,000 $44,398,000
</TABLE>
<TABLE>
<CAPTION>
Principal Principal Principal Principal
Amount of Amount of Amount of Amount of
Class A-5 Class M-1 Class B-1 Class B-2
Underwriter Certificates Certificates Certificates Certificates
------------------------------------------------------------------------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Credit Suisse First Boston
Corporation .............................. $ 7,728,000 $ 6,878,000 $ 6,878,000 $11,176,404
Prudential Securities Incorporated ......... 4,161,000 3,703,000 3,703,000 6,018,000
---------- ---------- ---------- ----------
Total .................................... $11,889,000 $10,581,000 $10,581,000 $17,194,404
</TABLE>
In the Underwriting Agreement, the Underwriters have agreed, subject to
the terms and conditions set forth therein, to purchase all of the Offered
Certificates set forth above if any Offered Certificates are purchased. In the
event of default by an Underwriter, the Underwriting Agreement provides that, in
certain circumstances, the Underwriting Agreement may be terminated.
S-66
<PAGE>
The Company has been advised that the Underwriters propose initially to
offer the Offered Certificates set forth above to certain dealers at the
respective offering prices set forth on the cover page less a selling concession
not to exceed the percentage of the Certificate denomination set forth below,
and that the Underwriters may allow and such dealers may reallow a reallowance
discount not to exceed the percentage of the Certificate denomination set forth
below:
Selling Reallowance
Class of Certificate Concession Concession
-------------------- ---------- ----------
Class A ARM Certificates ................. 0.130% 0.065%
Class A-1 Certificates ................... 0.085% 0.043%
Class A-2 Certificates ................... 0.115% 0.058%
Class A-3 Certificates ................... 0.175% 0.088%
Class A-4 Certificates ................... 0.215% 0.108%
Class A-5 Certificates ................... 0.270% 0.135%
Class M-1 Certificates ................... 0.300% 0.150%
Class B-1 Certificates ................... 0.330% 0.165%
Class B-2 Certificates ................... 0.360% 0.180%
Until the distribution of the Offered Certificates set forth above is
completed, rules of the Commission may limit the ability of the Underwriters and
certain selling group members to bid for and purchase the Offered Certificates.
As an exception to these rules, the Underwriters are permitted to engage in
certain transactions that stabilize the price of the Offered Certificates. Such
transactions consist of bids or purchases for the purpose of pegging, fixing or
maintaining the price of the Offered Certificates.
If the Underwriters create a short position in the Offered Certificates
set forth above in connection with the offering, i.e., if they sell more Offered
Certificates than are set forth on the cover page of this prospectus supplement,
the Underwriters may reduce that short position by purchasing the Offered
Certificates in the open market.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases.
Neither the Company nor any of the Underwriters makes any representation
or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the prices of the Offered Certificates.
In addition, neither the Company nor any of the Underwriters makes any
representation that the Underwriters will engage in such transactions or that
such transactions, once commenced, will not be discontinued without notice.
After the initial public offering of the Offered Certificates set forth
above, the public offering price and such concessions may be changed.
Pursuant to the Underwriting Agreement, the Company has agreed to
indemnify the Underwriters against certain liabilities, including civil
liabilities under the Securities Act, or contribute to payments which the
Underwriters may require to make in respect thereof.
The Company has agreed that for a period of 30 days from the date of this
Prospectus Supplement it will not offer or sell publicly any other manufactured
housing contract pass-through certificates without the Underwriters' consent.
LEGAL MATTERS
The validity of the Offered Certificates will be passed upon for the
Company by Boult, Cummings, Conners & Berry, PLC, Nashville, Tennessee. Certain
legal matters will be passed upon for the Underwriters by Brown & Wood LLP, New
York, New York. The material federal income tax consequences of the Offered
Certificates will be passed upon for the Company by Brown & Wood LLP.
S-67
<PAGE>
Index of Defined Terms
Page
----
21st Century...................................................... S-14
21st Century Contracts............................................ S-14
Access Financial Contracts........................................ S-26
Adjustable Pool Certificates...................................... S-45
Adjustable Pool Cut-off Date Principal Balance.................... S-20
Adjustable Pool Scheduled Principal Balance....................... S-53
Adjustable Rate Contracts......................................... S-4
Aggregate Class B Percentage...................................... S-52
Aggregate Class M-1 Percentage.................................... S-52
Aggregate Pool Scheduled Principal Balance........................ S-53
Agreement......................................................... S-14
Alternate Credit Enhancement...................................... S-56
APR............................................................... S-5, S-15
Available Distribution Amount..................................... S-46
Average Sixty-Day Delinquency Ratio............................... S-52
Average Thirty-Day Delinquency Ratio.............................. S-52
beneficial owner.................................................. S-59
benefit plan opinion.............................................. S-65
Bi-weekly Contracts............................................... S-15
Book-Entry Certificates........................................... S-12, S-59
brokerage firm.................................................... S-47
Call Option Date.................................................. S-48
Certificateholder................................................. S-59
Carryover Interest Distribution Amount............................ S-47
Certificate Account............................................... S-45
Certificate Owners................................................ S-59
Chase Contracts................................................... S-15
Change Date....................................................... S-20
CHI............................................................... S-4
Class ............................................................ S-45
Class A Fixed Pool Percentage..................................... S-52
Class A Fixed Pool Principal Balance.............................. S-52
Class A-1 Certificates............................................ S-4, S-45
Class A-1 Remittance Rate......................................... S-48
Class A-2 Certificates............................................ S-4, S-45
Class A-2 Remittance Rate......................................... S-48
Class A-3 Certificates............................................ S-4, S-45
Class A-3 Remittance Rate......................................... S-48
Class A-4 Certificates............................................ S-4, S-45
Class A-4 Remittance Rate......................................... S-48
Class A-5 Certificates............................................ S-4, S-45
Class A-5 Remittance Rate......................................... S-48
Class A ARM Certificates.......................................... S-4, S-45
Class A ARM Formula Rate.......................................... S-48
Class A ARM Formula Principal Distribution Amount................. S-52
Class A ARM Remittance Rate....................................... S-48
Class A ARM Net Funds Cap Carryover Amount........................ S-52
Class B Percentage................................................ S-52
Class B-1 Certificates............................................ S-4, S-45
Class B-1 Remittance Rate......................................... S-48
Class B-2 Certificates............................................ S-4, S-45
Class B-2 Distribution Amount..................................... S-56
Class B-2 Floor Amount............................................ S-51
Class B-2 Principal Liquidation Loss Amount....................... S-56
Class B-2 Remittance Rate......................................... S-48
Class M-1 Certificates............................................ S-4, S-45
Class M-1 Percentage.............................................. S-52
Class M-1 Remittance Rate......................................... S-48
Class M-1 and Class B Principal Distribution Test................. S-51
Class R Certificate............................................... S-45
Clearance Cooperative ............................................ S-61
Clearstream....................................................... S-59
Code.............................................................. S-65
S-68
<PAGE>
Page
----
Company........................................................... S-4, S-14
Commission........................................................ S-45
Contract Pool..................................................... S-27
Contract Pool Performance Tests................................... S-51
Contracts......................................................... S-4, S-14
Cut-off Date...................................................... S-14
Cut-off Date Pool Principal Balance............................... S-14
Cumulative Realized Losses........................................ S-52
Current Realized Loss Ratio....................................... S-52
Deficiency Event.................................................. S-51
Definitive Certificate............................................ S-59
Designation....................................................... S-4
Determination Date................................................ S-46
DTC............................................................... S-59
Due Date.......................................................... S-16
Due Period........................................................ S-47
Eligible Institution.............................................. S-46
Enhanced Payment.................................................. S-55
ERISA............................................................. S-65
ERISA Considerations.............................................. S-65
Euroclear......................................................... S-59
Euroclear Operator................................................ S-61
European Depositaries............................................. S-59
FDIC.............................................................. S-46
Financial Intermediary............................................ S-59
Fitch............................................................. S-46
Fixed Pool Certificates .......................................... S-4, S-45
Fixed Pool Formula Principal Distribution Amount.................. S-52
Fixed Pool Scheduled Principal Balance............................ S-53
Fixed Pool Weighted Average Net Contract Rate..................... S-48
Fixed Rate Contracts.............................................. S-4
Formula Principal Distribution Amount............................. S-52
Foreign Investors................................................. S-64
Global Securities................................................. I-1
Gross Margin...................................................... S-20
Index............................................................. S-20
indirect participants............................................. S-60
indirect participating firm....................................... S-47
Initial Class B-2 Principal Remittance Date....................... S-56
Interest Deficiency Amount........................................ S-48
Interest Deficiency Event......................................... S-48
Interest Distribution Amount...................................... S-47
Interest Period................................................... S-47
insurance company general account................................. S-65
Legal Investment Considerations .................................. S-66
LIBOR............................................................. S-48
LIBOR Business Day................................................ S-48
Lifetime Cap...................................................... S-20
Lifetime Floor.................................................... S-20
Limited Guarantee................................................. S-55
Liquidated Contract............................................... S-53, S-54
Liquidation Expenses.............................................. S-30
lookback date..................................................... S-20
Manufactured Homes................................................ S-14
Manufactured Housing Contracts.................................... S-14
Monthly Advances.................................................. S-56
Monthly Servicing Fee............................................. S-50
Moody's........................................................... S-66
Mortgage Loans.................................................... S-14
mortgage related securities....................................... S-65
Mortgaged Properties.............................................. S-14
Net Funds Cap .................................................... S-49
New Regulations................................................... S-64
Non-SMMEA Certificates............................................ S-66
Non-U.S. Person................................................... I-3
S-69
<PAGE>
Page
----
Offered Certificate............................................... S-4
Participants...................................................... S-59
Percentage Interest............................................... S-49
Periodic Cap...................................................... S-20
Plans............................................................. S-65
Pool Scheduled Principal Balance.................................. S-53
portfolio debt investments........................................ S-64
Prepayment........................................................ S-31
Prepayment Model.................................................. S-33
Principal Balance................................................. S-52
Rating Agencies................................................... S-66
Record Date....................................................... S-45
Relevant Depositary............................................... S-59
REMIC............................................................. S-62
Remittance Date................................................... S-4, S-45
reportable payments............................................... S-63
residual interest................................................. S-62
Rules............................................................. S-59
Scheduled Principal Balance....................................... S-53
Semi-Monthly Contracts............................................ S-15
Seller............................................................ S-4
Servicer.......................................................... S-4
SMMEA............................................................. S-9, S-12
Telerate Screen Page 3750......................................... S-48
Terms and Conditions.............................................. S-61
Trustee........................................................... S-4
Trust Fund........................................................ S-45
U.S. Person....................................................... I-3
Value............................................................. S-16
Vanderbilt........................................................ S-4, S-14
Weighted Average Lifetime Cap..................................... S-53
S-70
<PAGE>
ANNEX I
GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
Except in certain limited circumstances, the globally offered Manufactured
Housing Contract Senior/ Subordinate Pass-Through Certificates, Series 2000-C
(the "Global Securities") will be available only in book-entry form. Investors
in the Global Securities may hold such Global Securities through any of The
Depository Trust Company ("DTC"), Clearstream or Euroclear. Initial settlement
and all secondary trades will settle in same-day funds. Capitalized Terms used
but not defined in this Annex I have the meanings assigned to them in the
Prospectus Supplement and the Prospectus.
Secondary market trading between investors holding interests in Global
Securities through Clearstream and Euroclear will be conducted in accordance
with their normal rules and operating procedures and in accordance with
conventional eurobond practice.
Secondary market trading between investors holding interests in Global
Securities through DTC will be conducted according to the rules and procedures
applicable to U.S. corporate debt obligations.
Secondary cross-market trading between Clearstream or Euroclear and
investors holding interests in Global Securities through DTC Participants will
be effected on a delivery-against-payment basis through the respective
depositaries of Clearstream and Euroclear (in such capacity) and other DTC
Participants.
Although DTC, Euroclear and Clearstream are expected to follow the
procedures described below in order to facilitate transfers of interests in the
Global Securities among participants of DTC, Euroclear and Clearstream, they are
under no obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. None of the Company, the Servicer
and the Trustee will have any responsibility for the performance by DTC,
Euroclear and Clearstream or their respective participants or indirect
participants of their respective obligations under the rules and procedures
governing their obligations.
Non-U.S. holders (as described below) of Global Securities will be subject
to U.S. withholding taxes unless such holders meet certain requirements and
deliver appropriate U.S. tax documents to the securities clearing organizations
or their participants.
Initial Settlement
The Global Securities will be registered 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. Clearstream 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
Participants, rather than through Clearstream or Euroclear accounts, will be
subject to the settlement practices applicable to similar issues of pass-through
certificates. Investors' securities custody accounts will be credited with their
holdings against payment in same-day funds on the settlement date.
Investors electing to hold their Global Securities through Clearstream 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. Interests in 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 DTC procedures applicable to similar
issues of pass-through certificates in same-day funds.
Trading between Clearstream and/or Euroclear Participants. Secondary
market trading between Clearstream Participants or Euroclear Participants and/or
investors holding interests in Global Securities through them will be settled
using the procedures applicable to conventional eurobonds in same-day funds.
I-1
<PAGE>
Trading between DTC seller and Clearstream or Euroclear purchaser. When
interests in Global Securities are to be transferred on behalf of a seller from
the account of a DTC Participant to the account of a Clearstream Participant or
a Euroclear Participant for a purchaser, the purchaser will send instructions to
Clearstream or Euroclear through a Clearstream Participant or Euroclear
Participant at least one business day prior to settlement. Clearstream or the
Euroclear Operator will instruct its respective depositary to receive an
interest in the Global Securities against payment. Payment will include interest
accrued on the Global Securities from and including the last distribution date
to and excluding the settlement date. Payment will then be made by the
respective depositary to the DTC Participant's account against delivery of an
interest in the Global Securities. After such settlement has been completed,
such interest will be credited to the respective clearing system, and by the
clearing system, in accordance with its usual procedures, to the Clearstream
Participant's or Euroclear Participant's account. The credit of such interest
will appear the next business day 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 through DTC on the intended value date (i.e., the trade fails),
the Clearstream or Euroclear cash debit will be valued instead as of the actual
settlement date.
Clearstream 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 from cash on hand, in which case such Clearstream
Participants or Euroclear Participants will take on credit exposure to
Clearstream or the Euroclear Operator until interests in the Global Securities
are credited to their accounts one day later.
As an alternative, if Clearstream or the Euroclear Operator has extended a
line of credit to them, Clearstream Participants or Euroclear Participants can
elect not to preposition funds and allow that credit line to be drawn upon.
Under this procedure, Clearstream Participants or Euroclear Participants
receiving interests in 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, the investment income on the interest in
the Global Securities earned during that one-day period would tend to offset the
amount of such overdraft charges, although this result will depend on each
Clearstream Participant's or Euroclear Participant's particular cost of funds.
Since the settlement through DTC will take place during New York business
hours, DTC Participants are subject to DTC procedures for transferring interests
in Global Securities to the respective depositary of Clearstream or Euroclear
for the benefit of Clearstream Participants or Euroclear Participants. The sale
proceeds will be available to the DTC seller on the settlement date. Thus, to
the seller settling the sale through a DTC Participant, a cross-market
transaction will settle no differently than a sale to a purchaser settling
through a DTC Participant.
Finally, intra-day traders that use Clearstream or Euroclear Participants
and that purchase interests in Global Securities from DTC Participants or
sellers settling through them for delivery to Clearstream Participants or
Euroclear Participants should note that these trades will automatically fail on
the sale side unless affirmative action is taken. At least three techniques
should be readily available to eliminate this potential condition:
(a) borrowing interests in Global Securities through Clearstream or
Euroclear for one day (until the purchase side of the intra-day trade is
reflected in the relevant Clearstream or Euroclear accounts) in accordance
with the clearing system's customary procedures;
(b) borrowing interests in the Global Securities in the United
States from a DTC Participant no later than one day prior to settlement,
which would give sufficient time for such interests to be reflected in the
relevant Clearstream 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 Clearstream
Participant or Euroclear Participant.
Transfers between Clearstream or Euroclear seller and DTC purchaser. Due
to time zone differences in their favor, Clearstream Participants and Euroclear
Participants may employ their customary procedures for transactions in which
interests in Global Securities are to be transferred by the respective clearing
system, through the respective depository, to a DTC Participant. The seller will
send instructions to Clearstream or the Euroclear Operator through a Clearstream
Participant or Euroclear Participant at least one business day prior to
settlement. Clearstream or Euroclear will instruct its respective depository, to
credit an interest in 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
I-2
<PAGE>
remittance date to but excluding the settlement date. The payment will then be
reflected in the account of the Clearstream Participant or Euroclear Participant
the following business day, and receipt of the cash proceeds in the Clearstream
Participant's or Euroclear Participant's account would be back-valued to the
value date (which would be the preceding day, when settlement occurred through
DTC in New York). If settlement is not completed on the intended value date
(i.e., the trade fails), receipt of the cash proceeds in the Clearstream
Participant's or Euroclear Participant's account would instead be valued as of
the actual settlement date.
Certain U.S. Federal Income Tax Documentation Requirements
A beneficial owner of Global Securities holding securities through
Clearstream or Euroclear (or through DTC if the holder has an address outside
the U.S.) will be subject to the 30% U.S. withholding tax that generally applies
to payments of interest (including original issue discount) on registered debt
issued by U.S. Persons (as defined below), unless (i) each clearing system, bank
or other financial institution that holds customers' securities in the ordinary
course of its trade or business in the chain of intermediaries between such
beneficial owner and the U.S. entity required to withhold tax complies with
applicable certification requirements and (ii) such beneficial owner takes one
of the following steps to obtain an exemption or reduced tax rate:
Exemption for non-U.S. Persons (Form W-8 or Form W-8BEN). Beneficial
owners of Global Securities that are Non-U.S. Persons (as defined below) can
obtain a complete exemption from the withholding tax by filing a signed Form W-8
(Certificate of Foreign Status) or Form W-8BEN (Certificate of Foreign Status of
Beneficial Owner for United States Tax Withholding). If the information shown on
Form W-8 or Form W-8BEN changes, a new Form W-8 or Form W-8BEN must be filed
within 30 days of such change. After December 31, 2000, only Form W8BEN will be
acceptable.
Exemption for non-U.S. Persons with effectively connected income (Form
4224 or Form W-8ECI). A Non-U.S. Person, including a non-U.S. corporation or
bank with a U.S. branch, for which the interest income is effectively connected
with its conduct of a trade or business in the United States, can obtain an
exemption from the withholding tax by filing Form 4224 (Exemption from
Withholding of Tax on Income Effectively Connected with the Conduct of a Trade
or Business in the United States) or Form W-8ECI (Certificate of Foreign
Person's Claim for Exemption from Withholding on Income Effectively Connected
with the Conduct of a Trade or Business in the United States).
Exemption or reduced rate for non-U.S. Persons resident in treaty
countries (Form 1001 or Form W-8BEN). Non-U.S. Persons 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) or Form W-8BEN (Certificate of Foreign
Status of Beneficial Owner for United States Tax Withholding). Form 1001 or Form
W-8BEN may be filed by the Certificate Owner or his agent. After December 31,
2000, only Form W-8BEN will be acceptable.
Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9 (Payer's Request for
Taxpayer Identification Number and Certification).
U.S. Federal Income Tax Reporting Procedure. The Certificate Owner of a
Global Security or, in the case of a Form 1001 or a Form 4224 filer, his agent,
files by submitting the appropriate form to the person through whom it holds the
security (the clearing agency, in the case of persons holding directly on the
books of the clearing agency). Form W-8, Form 1001 and Form 4224 are effective
until December 31, 2000. Form W-8BEN and Form W-8ECI are effective until the
third succeeding calendar year from the date the form is signed.
The term "U.S. Person" means (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity treated as a corporation
or partnership for United States federal income tax purposes organized in or
under the laws of the United States or any state thereof, including for this
purpose the District of Columbia (unless, in the case of a partnership, future
Treasury regulations provide otherwise), (iii) an estate that is subject to U.S.
federal income tax, regardless of source of its income, or (iv) a trust if a
court within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust. Certain trusts not described
in clause (iv) above in existence on August 20, 1996 that elect to be treated as
a United States Person will also be a U.S. Person.
The term "Non-U.S. Person" means any person who is not a U.S. Person.
This summary does not deal with all aspects of U.S. 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.
I-3
<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK)
<PAGE>
Prospectus
Vanderbilt Mortgage and Finance, Inc.
Seller and Servicer
Manufactured Housing Contract Pass-Through Certificates
(Issuable in Series)
--------------------------------------------------------------------------------
You should consider the risk factors starting on page 4 of this prospectus.
The certificates will represent obligations of the related trust and will not
represent any interest in or obligation of Vanderbilt Mortgage and Finance, Inc.
or, unless specified in the prospectus supplement relating to a series, any of
its affiliates. The Certificates will not be insured or guaranteed by any
governmental agency or instrumentality.
This prospectus may not be used to offer or sell any certificates unless
accompanied by a prospectus supplement relating to that series.
--------------------------------------------------------------------------------
We are offering certificates representing primarily an interest in
manufactured housing contracts as further specified in this prospectus and a
prospectus supplement. Vanderbilt Mortgage and Finance, Inc. or a limited
purpose finance subsidiary of Vanderbilt Mortgage and Finance, Inc. will form a
trust for each separate series of certificates, and the trust will issue the
certificates of that series. The certificates of any series may consist of
several different classes. A trust may also issue one or more other interests in
the trust that will not be offered under this prospectus and the related
prospectus supplement.
The right of each class of certificates within a series to receive
payments may be senior or subordinate to the rights of one or more of the other
classes of certificates. In addition, a series of certificates may include one
or more classes which on the one hand are subordinated to one or more classes of
certificates, while on the other hand are senior to one or more classes of
certificates. The rate of principal and interest payments on the certificates of
any class will depend on the priority of payment of that class and the rate and
timing of payments of the related contracts.
The prospectus supplement will list the remittance rate that holders of
certificates will receive for each class in that series. The prospectus
supplement will specify whether the remittance rate will be fixed, variable or
adjustable.
Before the offering of the certificates under this prospectus, there was
no public market for the certificates. The underwriters named in the prospectus
supplement relating to a series may from time to time buy and sell certificates
of that series.
----------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
----------
May 19, 2000
<PAGE>
IMPORTANT NOTICE ABOUT INFORMATION IN THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
We tell you about the certificates in two separate documents that
progressively provide more detail: (a) this prospectus, which provides general
information, some of which may not apply to a particular series of certificates,
including your series; and (b) the prospectus supplement related to the
particular terms of your series of certificates.
If the terms of your series of certificates described in the prospectus
supplement varies from this prospectus, you should rely on the information in
your prospectus supplement.
You should rely only on the information contained in this document or
information to which we have referred you. We have not authorized anyone to
provide you with information that is different. This document may only be used
where it is legal to sell these securities. The information in this document may
only be accurate on the date of this document.
REPORTS TO HOLDERS OF THE CERTIFICATES
We will provide to the holders of certificates of each series certain
monthly and annual reports concerning the certificates and the related trust
fund. For a more complete description of the reports you will receive, please
read the section entitled "Description of the Certificates -- Reports to
Certificateholders" in the prospectus supplement relating to your series.
WHERE YOU CAN FIND MORE INFORMATION
Federal securities law requires the filing of certain information with the
Securities and Exchange Commission, including annual, quarterly and special
reports, proxy statements and other information. Vanderbilt Mortgage and
Finance, Inc. and Clayton Homes, Inc. have filed a registration statement with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended. You can read and copy the registration statement, as well as other
filed documents, at the Securities and Exchange Commission's public reference
facilities located at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain information on the operation of the public reference
facilities by calling the Securities and Exchange Commission at 1-800-SEC-0330.
You may also visit the Securities and Exchange Commission's web site at
http://www.sec.gov to access available filings.
Clayton Homes, Inc. has securities other than the certificates listed on
the New York Stock Exchange. You may inspect reports and other information
concerning those securities at the New York Stock Exchange.
The Securities and Exchange Commission allows us to "incorporate by
reference" some of the information we file with it, which means that we can
disclose important information to you by referring you to those documents. The
information that we incorporate by reference is considered to be part of this
prospectus, and later information that we file with the Securities and Exchange
Commission will automatically update and supersede this information. With
respect to any class of certificates that is supported by a guarantee of Clayton
Homes, Inc., we are incorporating by reference the following documents into this
prospectus and the related prospectus supplement:
o Clayton Homes, Inc.'s Annual Report on Form 10-K for the year ended
June 30, 1999; and
o Clayton Homes, Inc.'s Quarterly Reports on Form 10-Q for the
quarterly periods September 30, 1999, December 31, 1999 and March
31, 2000.
We are also incorporating by reference into this prospectus and the
related prospectus supplement:
o any document filed by Vanderbilt Mortgage and Finance, Inc. pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange
Act of 1934, as amended, after the date of this prospectus and prior
to the termination of the offering of the certificates issued by
that trust; and
o any document: (i) that relates to a class of certificates supported
by a guarantee of Clayton Homes, Inc. and (ii) that is filed by
Clayton Homes, Inc. pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities and Exchange Act of 1934, as amended, after the date
of this prospectus and prior to the termination of the offering of
the certificates issued by that trust.
2
<PAGE>
We will provide to you, upon your written or oral request, without charge,
a copy of any or all of the documents incorporated by reference in this
prospectus (other than certain exhibits to such documents). Please direct your
requests for copies of documents filed by Vanderbilt Mortgage and Finance, Inc.
to its principal executive office at 500 Alcoa Trail, Maryville, Tennessee
37804, Attention: David Jordan, Secretary, telephone number: (865) 380-3515.
Please direct your requests for copies of documents filed by Clayton Homes, Inc.
to its principal executive office at 5000 Clayton Road, Maryville, Tennessee
37804, Attention: Kevin T. Clayton, President, telephone number: (865) 380-3000.
3
<PAGE>
RISK FACTORS
You should consider the following risk factors in deciding whether to
purchase the certificates. You should also consider the risk factors described
in your prospectus supplement.
The contracts may have higher than expected delinquencies, defaults or losses.
Your investment in the certificates may be affected by various factors,
including:
General Economic Conditions. Downturns in regional or local economic
conditions historically have caused increased delinquency, defaults and losses
on manufactured housing contracts. An economic downturn in any region where a
number of the obligors on the contracts are located might cause higher
delinquencies, defaults and losses on the contracts. If delinquencies, defaults
or losses on the contracts are higher than expected, you could suffer a loss on
your investment.
Depreciation in Value of Manufactured Homes. A manufactured home generally
depreciates over time. As a result, the market value of a manufactured home may
decline faster than the outstanding principal balance of the loan for that home.
If the value of the manufactured homes securing the contracts declines faster
than expected, then defaults and losses on the contracts may rise. If the losses
on the contracts are not covered by the subordination of other classes of
certificates, or by another form of credit enhancement, you will bear all the
risk of loss of default by obligors and will need to look primarily to the value
of the manufactured home. The proceeds from the liquidation of any contract and
sale of the related manufactured home may not be sufficient to cover the
outstanding principal and unpaid interest on the defaulted contract.
Please review "The Trust Fund -- The Contract Pools" in this prospectus
for more detail.
The contracts may be prepaid before their scheduled maturity.
There is a risk that the contracts may be prepaid in full or in part at
any time before their scheduled maturity due to various factors, such as:
o homeowner mobility;
o general and regional economic conditions;
o competition among manufactured housing lenders; and
o prevailing interest rates.
The prepayment experience on manufactured housing contracts varies greatly
and may affect the average life of the certificates. If a contract is prepaid in
full, the interest on the contract will accrue only to the date of prepayment.
If you purchase a certificate at a discount, then slower than expected
prepayments on the contracts will reduce the yield on your certificate. If you
purchase a certificate at a premium, then faster than expected prepayments on
the contracts will reduce the yield on your certificate. You should not assume
that the contracts will prepay at any particular rate or at a constant rate.
You will also be subject to reinvestment risk in connection with the
average life of your certificates. When prevailing interest rates are lower than
at the time of your investment, prepayments are likely to increase and the
average life of your certificates is likely to decrease. You may only be able to
reinvest the proceeds from your certificates in investments of similar risk
bearing a lower rate of interest than your certificates.
The certificates are not an obligation of Vanderbilt Mortgage and Finance, Inc.
and they are not insured.
The certificates will not represent an interest in, or obligation of,
Vanderbilt Mortgage and Finance, Inc. The certificates are not insured or
guaranteed by the government, any underwriter, Vanderbilt Mortgage and Finance,
Inc. or, unless specified in the related Prospectus Supplement, any of its
affiliates, and will be payable only from amounts collected on the contracts.
4
<PAGE>
The certificates may have limited liquidity.
There is a risk that a secondary market will not develop for the
certificates of any series. There is also a risk that if a secondary market does
develop:
o it may not be sufficiently liquid to allow you to sell your
certificates; and/or
o it may not continue for the term of any series of certificates.
Risks relating to enforceability of the contracts.
The security interest in the manufactured homes may not be perfected.
Every manufactured home contract will be secured by a security interest in
either:
o the manufactured home; or
o if it is a land-and-home contract, the mortgage or deed of trust on
the real estate where the manufactured home is permanently affixed.
State laws, such as the uniform commercial code and motor vehicle titling
statutes, govern the perfection of security interests in manufactured homes and
the enforcement of rights to realize upon the value of manufactured homes as
collateral for the contracts. The steps required to create and perfect a
security interest in a manufactured home vary from state to state. Certain laws
may also limit the servicer's ability to repossess, foreclose or liquidate the
contracts.
Vanderbilt Mortgage and Finance, Inc. will represent and warrant that each
contract is secured by a perfected security interest in a manufactured home. If
we materially breach this representation and warranty with respect to any
contract, we must repurchase the contract, subject to the conditions of the
Pooling and Servicing Agreement. Nevertheless, a failure by Vanderbilt Mortgage
and Finance, Inc. to perfect its security interest in the manufactured homes
securing a number of contracts could cause an increase in losses on the
contracts, and you could suffer a loss on your investment as a result.
The security interest in the manufactured homes may not have been assigned to
the trustee.
Vanderbilt Mortgage and Finance, Inc. will not:
o amend a certificate of title to a manufactured home to name the
trustee as the lienholder;
o note the trustee's interest on the certificate of title;
o deliver the certificate of title to the trustee; or
o record the assignment to the trustee of the mortgage or deed of
trust securing land-and-home contracts.
As a result, in some states the assignment of the security interest in the
manufactured home, or of the mortgage or deed of trust, to the trustee may not
be effective against our creditors or a trustee in the event we enter
bankruptcy, or the security interest may not be perfected. If Vanderbilt
Mortgage and Finance, Inc. is no longer the servicer and the trustee or a
successor servicer is unable to enforce the security interest in the
manufactured home following a default on a contract, losses on the contracts
would increase, and you could suffer a loss on your investment as a result.
Federal and state consumer protection laws apply to the contracts.
If Vanderbilt Mortgage and Finance, Inc. or the seller of a manufactured
home did not comply with federal or state consumer protection laws with respect
to a contract relating to a manufactured home, the trust fund may be liable for
amounts due under the contracts.
Vanderbilt Mortgage and Finance, Inc. will represent and warrant that each
contract complies with applicable federal and state consumer protection laws. If
we materially breach this representation and warranty with respect to any
contract, we must repurchase the contract, subject to the conditions of the
Pooling and Servicing Agreement. Nevertheless, a failure by Vanderbilt Mortgage
and Finance, Inc. to comply with these laws could cause an increase in losses on
the contracts, and you could suffer a loss on your investment as a result.
Please review "Certain Legal Aspects of the Contracts" in this prospectus
for more detail.
5
<PAGE>
If Vanderbilt Mortgage and Finance, Inc. becomes insolvent, there may be delays
or reductions in distributions on your certificates.
Vanderbilt Mortgage and Finance, Inc. intends that each transfer of
contracts to a trust fund will constitute a sale, rather than a pledge of the
contracts to secure indebtedness. However, if we become a debtor under the
federal bankruptcy code, it is possible that our creditors or a bankruptcy
trustee may argue that the transfer of the contracts was a pledge rather than a
sale. If this position is presented to or accepted by a court, it could result
in a delay in, or reduction of, distributions on your certificates.
The case of Octagon Gas Systems, Inc. v. Rimmer, 995 F.2d 948 (10th Cir.
1993) contains language to the effect that accounts sold by an entity which
subsequently became bankrupt remained property of the debtor's bankruptcy
estate. Although most of the contracts constitute chattel paper rather than
accounts under the Uniform Commercial Code, sales of chattel paper, like sales
of accounts, are governed by the same Article 9 of the Uniform Commercial Code.
If Vanderbilt Mortgage and Finance, Inc. becomes a debtor under the federal
bankruptcy code and a court applies the reasoning of the Octagon court to
chattel paper, you could experience a delay in, or reduction of, distributions
on your certificates.
Subordination may not protect holders of senior certificates from losses.
If the rights of your class of certificates are senior to the rights of
one or more other classes of certificates:
o the protection given to you by subordination may be depleted due to
certain losses on the contracts; and
o any reserve fund established for your series of certificates could
be depleted in certain circumstances.
In either case, shortfalls could affect you as well as the holders of
certificates subordinate to your class of certificates. You should carefully
review the credit risks to be absorbed by your class of certificates on account
of subordination or the timing of the distributions intended to be made on your
class of certificates.
Tennessee Tax Lien May Have Priority Over the Trust Fund
Under Tennessee law, a tax is due in connection with the public
recordation of instruments evidencing indebtedness. Vanderbilt Mortgage and
Finance, Inc. will treat the transfer of the Contracts to each trust fund as a
sale rather than a loan, and therefore we will not pay any tax in respect of the
recordation of instruments evidencing such transfers. Nonpayment or underpayment
of the Tennessee indebtedness tax does not affect or impair the effectiveness,
validity, priority or enforceability of the security interest created or
evidenced by the instrument, but (a) subjects the holder of the indebtedness to
a penalty, in addition to the tax, in the amount of the greater of $250 or
double the unpaid tax due, (b) results in the imposition of a tax lien in favor
of the Tennessee Department of Revenue, in the amount of any tax and penalties
unpaid and owing that attaches to the collateral until the lien or security
interest is released and thereafter attaches to the proceeds, and (c) precludes
the holder of the indebtedness from maintaining an action on the indebtedness
(other than an action limited to the enforcement of the security interests or
lien) against the debtor until the nonpayment is cured. In such event, and in
addition to the statutory disability described above, collections on the
contracts could be applied to pay such tax and penalty prior to being applied to
make distributions on your certificates and the Tennessee Department of Revenue
would have a lien on the contracts prior to the security interests and liens of
the trust fund.
6
<PAGE>
THE TRUST FUND
General
Each Trust Fund will include (i) a Contract Pool (which may consist of
sub-pools), (ii) the amounts held from time to time in trust accounts (each, a
"Certificate Account") maintained by the Trustee pursuant to the Agreement, and
(iii) proceeds from certain hazard insurance policies on individual Manufactured
Homes or Mortgaged Properties, if any, and Manufactured Homes acquired by
repossession, (iv) any letter of credit, limited guarantee of Clayton Homes,
Inc. ("CHI"), surety bond, pool insurance policy, cash reserve fund or any other
form of credit enhancement, or any combination thereof, and (v) such other
property as may be specified in the related Prospectus Supplement. If so
specified in the related Prospectus Supplement, a limited guarantee of CHI may
exist and may not be a part of the Trust Fund.
Each Certificate will evidence the interest specified in the related
Prospectus Supplement in one Trust Fund, containing one Contract Pool (which may
consist of sub-pools) comprised of Contracts having the aggregate principal
balance as of the specified day of the month of the creation of the pool (the
"Cut-off Date") specified in the related Prospectus Supplement. Holders of
Certificates of a Series will have interests only in such Contract Pool and will
have no interest in the Contract Pool created with respect to any other Series
of Certificates.
All of the Contracts will have been originated or purchased by Vanderbilt
Mortgage and Finance, Inc. ("Vanderbilt") or an affiliate of Vanderbilt in the
open market or in privately negotiated transactions, including transactions with
affiliates of Vanderbilt. The following is a brief description of the Contracts
expected to be included in the Trust Fund. Specific information respecting the
Contracts will be provided in the Prospectus Supplement or in a report on Form
8-K to be filed with the Securities and Exchange Commission after the initial
issuance of such Certificates. A copy of the Pooling and Servicing Agreement
among the Company, the Trustee and any other party specified in the related
Prospectus Supplement (the "Agreement") with respect to each Series of
Certificates will be attached to the Form 8-K and will be available for
inspection at the corporate trust office of the Trustee specified in the related
Prospectus Supplement. A schedule of the Contracts relating to such Series will
be attached to the Agreement delivered to the Trustee upon delivery of the
Certificates.
Whenever in this Prospectus terms such as "Contract Pool," "Trust Fund,"
"Agreement" or "Remittance Rate" are used, those terms respectively apply,
unless the context otherwise indicates, to one specific Contract Pool, Trust
Fund, each Agreement and the Remittance Rate applicable to the related Series of
Certificates.
The Contract Pools
Each pool of Contracts with respect to a Series of Certificates (the
"Contract Pool") will consist primarily of manufactured housing installment
sales contracts and installment loan agreements and may include modular home
installment sales contracts and installment loan agreements (collectively, the
"Manufactured Housing Contracts") originated by either Vanderbilt, a
manufactured housing dealer or a lender in the ordinary course of business and
purchased by Vanderbilt. The Contracts will be conventional manufactured housing
contracts or contracts insured by the FHA or partially guaranteed by the VA.
Each Manufactured Housing Contract will be secured by a new or used Manufactured
Home or Modular Home and, in certain instances, by a mortgage or deed of trust
on real estate to which the Manufactured Home is permanently affixed (the
"Land-and-Home Contracts"). Each Contract secured by a Modular Home and some of
the Contracts secured by a Manufactured Home may be further secured by a
mortgage or deed of trust on real estate. Except as otherwise specified in the
related Prospectus Supplement, the Contracts will be fully amortizing and will
bear interest at a fixed or variable annual percentage rate (the "Contract
Rate") or at a Contract Rate which steps up on a particular date (a "step-up
rate").
If so specified in the Prospectus Supplement, the Contract Pool will
include notes or other evidences of indebtedness (the "Mortgage Loans") secured
by a mortgage or deed of trust on one-to-four family residential properties (the
"Mortgaged Properties"). The Mortgage Loans were originated or acquired by
Vanderbilt in the ordinary course of business.
Vanderbilt or, if specified in the related Prospectus Supplement, a
limited purpose finance subsidiary of Vanderbilt organized and established by
Vanderbilt (the "Company"), as seller of the Contracts, will represent that the
Manufactured Homes securing the Contracts consist of manufactured homes within
the meaning of 42 United States Code, Section 5402(6), which defines a
"manufactured home" as "a structure, transportable in one or more
7
<PAGE>
sections, which, in the traveling mode, is eight body feet or more in width or
forty body feet or more in length, or, when erected on site, is three hundred
twenty or more square feet, and which is built on a permanent chassis and
designed to be used as a dwelling with or without a permanent foundation when
connected to the required utilities, and includes the plumbing, heating,
air-conditioning, and electrical systems contained therein; except that such
term shall include any structure which meets all the requirements of [this]
paragraph except the size requirements and with respect to which the
manufacturer voluntarily files a certification required by the Secretary [of
Housing and Urban Development] and complies with the standards established under
[this] chapter."
For each Series of Certificates, the Company will assign the Contracts
constituting the Contract Pool to the trustee named in the related Prospectus
Supplement (the "Trustee"). Vanderbilt, as Servicer (in such capacity referred
to herein as the "Servicer"), will service the Contracts pursuant to the
Agreement. See "Description of the Certificates -Servicing." Unless otherwise
specified in the related Prospectus Supplement, the contract documents relating
to Manufactured Housing Contracts will be held for the benefit of the Trustee by
the Servicer and the principal documents relating to Mortgage Loans and
Land-and-Home Contracts will be delivered to the Trustee or a custodian for the
benefit of the Trustee.
Each Contract Pool will be composed of Contracts bearing interest at the
annual fixed and/or variable Contract Rates and/or step-up rates specified in
the Prospectus Supplement. The Monthly Payments for Contracts bearing interest
at a step-up rate (sometimes referred to herein as "step-up rate Contracts")
will increase on the dates on which the Contract Rates are stepped up. Each
registered holder of a Certificate will be entitled to receive periodic
distributions, which will typically be monthly, of all or a portion of principal
on the underlying Contracts or interest on the principal balance of such
Certificate at the Remittance Rate, or both.
The related Prospectus Supplement will disclose in summary form for the
Contracts contained in the related Contract Pool, among other things, the year
of origination; the range and the weighted average of Contract Rates; the range
of Loan-to-Value Ratios; the range and average of outstanding principal balances
as of the Cut-off Date; the weighted average term to scheduled maturity as of
origination and as of the Cut-off Date; the geographic location of the
Manufactured Homes securing the Contracts; the percentage and amount of
Contracts secured by new or used Manufactured Homes; the aggregate principal
balance of the Contracts; and the last maturity date of any Contract. The Trust
Fund may include monies on deposit in a trust account (the "Pre-Funding
Account") to be established with the Trustee, which would be used to purchase
additional Contracts ("Subsequent Contracts") from the Company during the
funding period specified in the related Prospectus Supplement. The related
Prospectus Supplement will specify the conditions that must be satisfied prior
to any transfer of Subsequent Contracts, including the requisite characteristics
of the Subsequent Contracts.
The Company will make representations and warranties as to the types and
geographical distribution of the Contracts included in a Contract Pool and as to
the accuracy in all material respects of certain information furnished to the
Trustee in respect of each such Contract. Upon a breach of any representation or
warranty that materially and adversely affects the interests of the
Certificateholders in a Contract, the Company will be obligated either to cure
the breach in all material respects, to purchase the Contract or to substitute
another Contract as described below. This repurchase or substitution obligation
constitutes the sole remedy available to the Certificateholders or the Trustee
for a breach of a representation or warranty by the Company. See "Description of
the Certificates -- Conveyance of Contracts."
USE OF PROCEEDS
Substantially all of the net proceeds to be received from the sale of each
Series of Certificates will be used by the Company for general corporate
purposes, including the purchase of the Contracts, cost of carrying the
Contracts until sale of the related Certificates and to pay other expenses
connected with pooling the Contracts and issuing the Certificates.
VANDERBILT MORTGAGE AND FINANCE, INC.
Vanderbilt was incorporated in 1977 in the State of Tennessee. As of June
30, 1999, Vanderbilt had total assets of approximately $805 million and
stockholder's equity of approximately $317 million. Vanderbilt, an indirect
subsidiary of Clayton Homes, Inc. ("CHI"), is engaged in the business of, among
other things, purchasing, originating, selling and servicing installment sales
contracts and installment loan agreements for manufactured
8
<PAGE>
housing and modular housing. CHI, through its affiliates, manufactures and sells
manufactured homes and modular homes, and owns, manages and markets manufactured
housing communities. Vanderbilt's principal office is located at 500 Alcoa
Trail, Maryville, Tennessee 37804, telephone number (423) 380-3515. An affiliate
of CHI acts as an insurance broker for certain types of insurance, including
hazard and credit life insurance policies, some of which may cover certain of
the Contracts. Other affiliates of CHI reinsure hazard and credit life insurance
policies, including policies that may cover certain of the Contracts. Two
separate indirect subsidiaries of CHI, Vanderbilt Life and Casualty Insurance
Co., Ltd. and Vanderbilt Property and Casualty Insurance Co., Ltd. may act as
reinsurer of insurance coverage relating to the Contracts.
Vanderbilt purchases and originates manufactured housing contracts on an
individual basis from its principal office. Vanderbilt arranges to purchase
manufactured housing installment sales contracts originated by manufactured
housing dealers located in approximately 29 states, primarily southern and
midwestern. Most of these purchases are from dealers indirectly owned by CHI.
Dealers which are not owned by CHI must make an application to Vanderbilt for
dealer approval. Upon satisfactory results of Vanderbilt's investigation of the
dealer's creditworthiness and general business reputation, Vanderbilt and the
dealer enter into a dealer agreement.
In addition to purchasing manufactured housing contracts from dealers on
an individual basis, Vanderbilt makes bulk purchases of manufactured housing
contracts and services on behalf of other owners of manufactured housing
contracts that were not originally purchased or originated by Vanderbilt. These
purchases may be from, and these servicing arrangements may be made with respect
to, the portfolios of other lenders or finance companies, the portfolios of
governmental agencies or instrumentalities or the portfolios of other entities
that purchase and hold manufactured housing contracts.
Vanderbilt is actively seeking arrangements by which it would service
and/or acquire manufactured housing contracts originated by other lenders.
Vanderbilt's management currently anticipates it will only seek servicing
responsibilities which relate to manufactured housing contracts.
UNDERWRITING POLICIES
General
Customers desiring to obtain financing from Vanderbilt complete a credit
application form. In the case of those dealers owned by CHI, the manager
initially evaluates the application and then forwards it to Vanderbilt for
consideration. In the case of dealers that are not owned by CHI, the application
is transmitted to Vanderbilt for consideration.
Credit applications are then evaluated by Vanderbilt's credit officers.
With respect to those customers determined to be creditworthy, Vanderbilt
requires a down payment in the form of cash, the trade-in value of a previously
owned manufactured home, and/or the estimated value of equity in real property
pledged as additional collateral. For previously owned homes, the trade-in
allowance accepted by the dealer must be consistent with the value of such home
determined by Vanderbilt in light of current market conditions. The value of
real property pledged as additional collateral is estimated by personnel of the
dealer, who are not appraisers but are familiar with the area in which the
property is located. The minimum amount of the down payment is typically 5% of
the purchase price. The purchase price includes the stated cash sale price of
the manufactured home, sales or other taxes and certain fees and set-up costs.
The balance of the purchase price and certain insurance premiums (including up
to five years of premiums on required hazard insurance) are financed by an
installment sales contract providing for a purchase money security interest in
the manufactured home and a mortgage on real property, if any, pledged as
additional collateral. Normally, the contracts originated by Vanderbilt provide
for equal monthly payments, generally over a period of five to thirty years at
fixed rates of interest.
Vanderbilt's underwriting guidelines generally require that each
applicant's credit history, residence history, employment history and income to
debt payment ratios be examined. There are no requirements on the basis of
which, if met, credit is routinely approved; or if they are not met, credit is
routinely denied. If in the judgment of Vanderbilt's credit manager an applicant
does not meet minimum underwriting criteria, there generally must be
compensating higher ratings with respect to other criteria in order for an
applicant to be approved. Credit managers must confirm that the credit
investigation gave a complete and up-to-date accounting of the applicant's
creditworthiness. Credit managers are encouraged to obtain second opinions on
loans for relatively larger dollar amounts or those which, in their judgment,
tend to rank lower in terms of underwriting criteria. Generally, the sum of the
monthly obligation for installment obligations, including the manufactured home
loan payment and monthly
9
<PAGE>
site costs, should not exceed 50% of the applicant's gross monthly income. Since
January 1989 Vanderbilt has, in addition to the above considerations, used a
credit scoring system to evaluate credit applicants. The credit score of an
applicant is used as a further guide in determining whether to extend credit to
the applicant. All of the Mortgage Loans originated or acquired by Vanderbilt
are underwritten or reunderwritten by Vanderbilt in a manner generally
consistent with the foregoing guidelines.
In the case of a Contract Pool containing Contracts originated by other
originators and acquired by Vanderbilt ("Acquired Contracts"), the related
Prospectus Supplement will describe such Contracts.
Various Financing Terms
In addition to level payment, fixed rate contracts, Vanderbilt offers
various other financing arrangements. Vanderbilt has developed financing options
such as contracts with a 7 year term (compared to the industry norm of 15 to 30
years), which provides financing to its customers at a relatively low cost. In
January 1990, Vanderbilt introduced a bi-weekly payment contract which provides
for 26 payments a year, which are made by electronically debiting the
purchaser's checking account. In 1989, Vanderbilt began originating variable
rate Contracts which provide for periodic Contract Rate adjustments, In general,
the Contract Rate equals the sum of a fixed margin and an index rate.
Vanderbilt's originations of variable rate Contracts has increased from
relatively few prior to 1994 to a high of 11,594 originations with an aggregate
dollar amount of approximately $430,240,983 in fiscal 1999.
In 1996, Vanderbilt introduced contracts with financing terms which
provide for an annual increase in monthly payments over the first five years of
the term of the Contracts (the "Escalating Principal Payment Contracts"). An
Escalating Principal Payment Contract provides initially for lower monthly
payments than if the contract were of a shorter term. Each year for a period of
five years, the term of the Escalating Principal Payment Contract automatically
converts to a shorter term, and the monthly payment increases accordingly. At
year six, the monthly payment increases to a level monthly payment which fully
amortizes the remaining principal over a specified term which is shorter than
the original term of the Escalating Principal Payment Contract. There are no
periods in which the Escalating Principal Payment Contracts have negative
amortization.
In 1998, Vanderbilt introduced contracts which provide for Contract Rates
that periodically increase over a certain period of time (the "Step-up Rate
Contracts"). Step-up Rate Contracts provide for periodic increases in the
applicable interest rate at the end of certain intervals during the term of the
Contracts, including at the end of each twelve month interval during the first
three years following origination and at the end of each six month interval
during the first eighteen months following origination. After the applicable
interest rate increase period, the Contract Rates are fixed. The total amount
and principal portion of each monthly payment that is due on a Step-up Rate
Contract at the time of each adjustment to its Contract Rate will be determined
on a basis that would cause the Contract (which bear interest at an increased
rate after such adjustment) to be fully amortized over its remaining term on a
level payment basis.
There are no periods in which the Step-up Rate Contracts have negative
amortization.
During the last six fiscal years, Vanderbilt has become the most important
source of financing for purchasers of CHI's homes. In fiscal 1988, Vanderbilt
originated 5,692 contracts, in fiscal 1993, Vanderbilt originated 10,880
contracts, in fiscal 1994, Vanderbilt originated 12,401 contracts, in fiscal
1995, Vanderbilt originated 13,857 contracts, in fiscal 1996, Vanderbilt
originated 16,910 contracts and in fiscal 1997, Vanderbilt originated 21,691
contracts. For fiscal year 1998, Vanderbilt originated 24,304 contracts. At June
30, 1999, Vanderbilt was servicing approximately 135,000 contracts and an
aggregate dollar amount of approximately $3.5 billion, of which Vanderbilt
either originated, purchased from dealers or acquired from other lenders
approximately 120,000 contracts with an aggregate dollar amount of approximately
$3.2 billion. Vanderbilt expects it will continue to originate a significant
portion of the financing for purchasers of homes sold by CHI owned retail
centers, consistent with the overall level of CHI's retail sales.
YIELD CONSIDERATIONS
The Remittance Rates and the weighted average Contract Rate of the
Contracts relating to each Series of Certificates will be set forth in the
related Prospectus Supplement.
Unless otherwise specified in the related Prospectus Supplement, each
monthly accrual of interest on a Contract is calculated at one-twelfth of the
product of the Contract Rate and the principal balance outstanding on the
scheduled payment date for such Contract in the preceding month. Unless
otherwise specified in the related Prospectus Supplement, the Remittance Rate
with respect to each Certificate will be calculated similarly.
10
<PAGE>
The Prospectus Supplement for each Series will indicate that a lower rate
of principal prepayments than anticipated would negatively affect the total
return to investors of any Class or such sub-class of Certificates that is
offered at a discount to its principal amount, and a higher rate of principal
prepayments than anticipated would negatively affect the total return to
investors of any such Class or sub-class of Certificates that is offered at a
premium to its principal amount or without any principal amount.
If a Series of Certificates contains Classes or sub-classes of
Certificates entitled to receive distributions of principal or interest or both,
in a specified order other than as a specified percentage of each distribution
of principal or interest or both, the Prospectus Supplement will set forth
information, measured relative to a prepayment standard or model specified in
such Prospectus Supplement, with respect to the projected weighted average life
of each such Class or sub-class and the percentage of the original Stated
Balance of each such Class or sub-class that would be outstanding on specified
Remittance Dates for such Series based on the assumptions stated in such
Prospectus Supplement, including assumptions that prepayments on the Contracts
in the related Trust Fund are made at rates corresponding to the various
percentage of such prepayment standard or model.
MATURITY AND PREPAYMENT CONSIDERATIONS
Maturity
Unless otherwise specified in the related Prospectus Supplement, the
Contracts will have maturities at origination of not more than 30 years.
Prepayment Considerations
Contracts generally may be prepaid in full or in part without penalty.
Based on Vanderbilt's experience with the portfolio of manufactured housing
contracts which it services, Vanderbilt anticipates that a number of the
contracts will be prepaid prior to their maturity. A number of factors,
including homeowner mobility, general and regional economic conditions,
competition among manufactured housing lenders and prevailing interest rates,
may influence prepayments. The refinancing of any Contract will result in a
prepayment in full of such Contract. Declining interest rates and certain other
factors may result in an increased number of refinancings which would affect the
average life of the Certificates. In addition, the repurchase of Contracts on
account of certain breaches of representations and warranties in the Agreement
have the effect of prepaying such Contracts. Most of the Contracts contain a
"due-on-sale" clause that would permit the Servicer to accelerate the maturity
of a Contract upon the sale of the related Manufactured Home. In the case of
those Contracts that do contain due-on-sale clauses, the Servicer may permit
assumptions of such Contracts if the purchaser of the related Manufactured Home
satisfies the Vanderbilt's then-current underwriting standards.
Information regarding the prepayment model or any other rate of assumed
prepayment, as applicable, will be set forth in the Prospectus Supplement with
respect to a Series of Certificates.
See "Description of the Certificates -- Termination of the Agreement" for
a description of the Company's or the Servicer's option to repurchase the
Contracts comprising part of a Trust Fund when the aggregate outstanding
principal balance of such Contracts is less than a specified percentage of the
initial aggregate outstanding principal balance of such Contracts as of the
related Cut-off Date. See also "The Trust Fund -- The Contract Pools" for a
description of the obligations of the Company to repurchase a Contract in case
of a breach of a representation or warranty relative to such Contract.
DESCRIPTION OF THE CERTIFICATES
The Certificates of one or more series (each, a "Series") may be offered
and sold from time to time under this Prospectus and a Prospectus Supplement.
Each Series of Certificates will be issued pursuant to a separate pooling and
servicing agreement (each, an "Agreement") to be entered into among the Company,
as Seller, Vanderbilt, as Servicer, the trustee named in the related Prospectus
Supplement (the "Trustee") and such other parties, if any, as are described in
the applicable Prospectus Supplement. The following summaries describe certain
provisions expected to be common to each Agreement and the related Certificates,
but do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, the provisions of the related Agreement and the
description set forth in the related Prospectus Supplement. Section references,
if any, contained herein refer to sections of the form of Agreement filed as an
exhibit to the Registration Statement of which this Prospectus is a part
11
<PAGE>
(the "Registration Statement"). The portions of such sections described herein
may be contained in different numbered sections in the actual Agreement pursuant
to which any Series of Certificates is issued. The provisions of the form of
Agreement filed as an exhibit to the Registration Statement that are not
described herein may differ from the provisions of any actual Agreement. The
material differences will be described in the related Prospectus Supplement.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the form of Agreement filed as an exhibit to the
Registration Statement.
General
The Certificates may be issued in one or more Classes or sub-classes (each
referred to in this Prospectus as a "Class"). If the Certificates of a Series
are issued in more than one Class, the Certificates of all or less than all of
such Classes may be sold pursuant to this Prospectus, and there may be separate
Prospectus Supplements relating to one or more of such Classes so sold. Any
reference herein to the Prospectus Supplement relating to a Series comprised of
more than one Class should be understood as a reference to each of the
Prospectus Supplements relating to the Classes sold hereunder. Any reference
herein to the Certificates of a Class should be understood to refer to the
Certificates of a Class within a Series, the Certificates of a sub-class within
a Series or all of the Certificates of a single-Class Series, as the context may
require.
The Certificates of each Series will be issued in fully registered form
only and will represent the interest specified in the related Prospectus
Supplement in a separate trust fund (the "Trust Fund") created pursuant to the
related Agreement. The Trust Fund will be held by the Trustee for the benefit of
the Certificateholders. Each Trust Fund will generally include (i) Contracts
(the "Contract Pool") which are subject to the Agreement from time to time, (ii)
amounts held in the Certificate Account from time to time and (iii) proceeds
from certain hazard insurance on individual Manufactured Homes, Modular Homes or
Mortgaged Properties (or the related real estate, in the case of Land-and-Home
Contracts) acquired by repossession, and may include a letter of credit, limited
guarantee of CHI, surety bond, pool insurance policy, cash reserve fund or any
other form of credit enhancement, or any combination thereof. Except as
otherwise specified in the related Prospectus Supplement, the Certificates will
be freely transferable and exchangeable at the corporate trust office of the
Trustee at the address set forth in the related Prospectus Supplement. No
service charge will be made for any registration of exchange or transfer of
Certificates, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge.
Ownership of each Contract Pool may be evidenced by one or more classes of
Certificates, each representing the interest in the Contract Pool specified in
the related Prospectus Supplement. One or more Classes of Certificates
evidencing interests in Contracts may be Subordinated Certificates, evidencing
the right of the holders thereof to receive any or a portion of distributions of
principal or interest or both on the Contracts subordinate to the rights of the
holders of other Classes of Certificates ("Senior Certificates") as provided in
the related Prospectus Supplement. If a Series of Certificates contains more
than one Class of Subordinated Certificates, distributions and losses will be
allocated among such Classes in the manner described in the Prospectus
Supplement.
A Series of Certificates may consist of Classes of Certificates evidencing
the right to receive distributions of principal or interest or both in the order
specified in the related Prospectus Supplement. A Class of Certificates of a
Series may be divided into two or more sub-classes. The related Prospectus
Supplement will specify whether a Class has been so divided and the terms of
each sub-class. The holders of each sub-class of a Class of Certificates will be
entitled to the percentages (which may be 0%) of principal or interest payments
or both on the related Contracts as specified in the related Prospectus
Supplement. The related Prospectus Supplement will specify the minimum
denomination or initial principal amount of Contracts evidenced by a single
Certificate of each Class of Certificates of a Series (a "Single Certificate").
Distributions of principal and interest on the Certificates will be made
on the payment dates set forth in the related Prospectus Supplement (each, a
"Remittance Date") to the persons in whose names the Certificates are registered
at the close of business on the related record date specified in the related
Prospectus Supplement (the "Record Date"). Distributions will be made by check
mailed to the address of the person entitled thereto as it appears on the
Certificate Register, or, to the extent described in the related Agreement, by
wire transfer, except that the final distribution in retirement of Certificates
will be made only upon presentation and surrender of the Certificates at the
office or agency of the Trustee specified in the final distribution notice to
Certificateholders.
12
<PAGE>
Global Certificates
The Certificates of a Class may be issued in whole or in part in the form
of one or more global certificates (each, a "Global Certificate") that will be
deposited with, or on behalf of, and registered in the name of a nominee for, a
depositary (the "Depositary") identified in the related Prospectus Supplement.
The description of the Certificates contained in this Prospectus assumes that
the Certificates will be issued in definitive form. If the Certificates of a
Class are issued in the form of one or more Global Certificates, the term
"Certificateholder" should be understood to refer to the beneficial owners of
the Global Certificates, and the rights of such Certificateholders will be
limited as described under this subheading.
Global Certificates will be issued in registered form. Unless and until it
is exchanged in whole or in part for Certificates in definitive form, a Global
Certificate may not be transferred except as a whole by the Depositary for such
Global Certificate to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor of such Depositary or a nominee of
such successor.
The specific terms of the depositary arrangement with respect to any
Certificates of a Class will be described in the related Prospectus Supplement.
It is anticipated that the following provisions will apply to all depositary
arrangements:
Upon the issuance of a Global Certificate, the Depositary for such Global
Certificate will credit, on its book-entry registration and transfer system, the
respective denominations of the Certificates represented by such Global
Certificate to the accounts of institutions that have accounts with such
Depositary ("participants"). Ownership of beneficial interests in a Global
Certificate will be limited to participants or persons that may hold interests
through participants. Ownership of beneficial interests in such Global
Certificate will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the Depositary for such Global
Certificate or by participants or persons that hold through participants. The
laws of some states require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Certificate.
So long as the Depositary for a Global Certificate, or its nominee, is the
owner of such Global Certificate, such Depositary or such nominee, as the case
may be, will be considered the sole owner or holder of the Certificates
represented by such Global Certificate for all purposes under the Agreement
relating to such Certificates. Except as set forth below, owners of beneficial
interests in a Global Certificate will not be entitled to have Certificates of
the Series represented by such Global Certificate registered in their names,
will not receive or be entitled to receive physical delivery of Certificates of
such Series in definitive form and will not be considered the owners or holders
thereof under the Agreement governing such Certificates.
Distributions or payments on Certificates registered in the name of or
held by a Depositary or its nominee will be made to the Depositary or its
nominee, as the case may be, as the registered owner for the holder of the
Global Certificate representing such Certificates. In addition, all reports
required under the applicable Agreement to be made to Certificateholders (as
described below under "Reports to Certificateholders") will be delivered to the
Depositary or its nominee, as the case may be. None of the Company, the
Servicer, the Trustee or any agent thereof (including any applicable Certificate
Registrar or Paying Agent) will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interest in a Global Certificate or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests or for
providing reports to the related beneficial owners.
The Company expects that the Depositary for Certificates of a Class, upon
receipt of any distribution or payment in respect of a Global Certificate, will
credit immediately participants' accounts with payments in amounts proportionate
to their respective beneficial interest in such Global Certificate as shown on
the records of such Depositary. The Company also expects that payments by
participants to owners of beneficial interests in such Global Certificate held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers registered in "street name," and will be the responsibility of such
participants.
If a Depositary for Certificates of a Class is at any time unwilling or
unable to continue as Depositary and a successor depositary is not appointed by
or on behalf of the Company within the time period specified
13
<PAGE>
in the Agreement, the Company will cause to be issued Certificates of such Class
in definitive form in exchange for the related Global Certificate or
Certificates. In addition, the Company may at any time and in its sole
discretion determine not to have any Certificates of a Class represented by one
or more Global Certificates and, in such event, will cause to be issued
Certificates of such Class in definitive form in exchange for the related Global
Certificate or Certificates. Further, if the Company so specifies with respect
to the Certificates of a Class, an owner of a beneficial interest in a Global
Certificate representing Certificates of such Class may, on terms acceptable to
the Company and the Depositary for such Global Certificate, receive Certificates
of such Class in definitive form. In any such instance, an owner of a beneficial
interest in a Global Certificate will be entitled to physical delivery in
definitive form of Certificates of the Class represented by such Global
Certificate equal in denominations to such beneficial interest and to have such
Certificates registered in its name.
Conveyance of Contracts
The Company will transfer, assign, set over and otherwise convey to the
Trustee all right, title and interest of the Company in the Contracts, including
all security interests created thereby and any related mortgages or deeds of
trust, all principal and interest received on or with respect to the Contracts
(other than receipts of principal and interest due on the Contracts before the
Cut-off Date), all rights under certain hazard insurance policies on the related
Manufactured Homes, Modular Homes or Mortgaged Properties, if any, all documents
contained in the Contract files, Land-and-Home Contract files or Mortgage Loan
files, as applicable, and all proceeds derived from any of the foregoing. On
behalf of the Trust Fund, as the issuer of the related Series of Certificates,
the Trustee, concurrently with such conveyance, will execute and deliver the
Certificates to the order of the Company. The Contracts will be as described on
a list attached to the Agreement. Such list will include the current amount of
monthly payments due on each Contract as of the date of issuance of the
Certificates and the Contract Rate on each Contract. Such list will be available
for inspection by any Certificateholder at the principal executive office of the
Servicer. Prior to the conveyance of the Contracts to the Trustee, the Company's
operations department will complete a review of all of the Contract files,
Land-and-Home Contract files and Mortgage Loan files, as applicable, including
the certificates of title to, or other evidence of a perfected security interest
in, the Manufactured Homes, confirming the accuracy of the list of Contracts
delivered to the Trustee. Any Contract discovered not to agree with such list in
a manner that is materially adverse to the interests of the Certificateholders
will be repurchased by the Company or replaced with another Contract, or, if the
discrepancy relates to the unpaid principal balance of a Contract, the Company
may deposit cash in the separate account maintained at an Eligible Institution
in the name of the Trustee (the "Certificate Account") in an amount sufficient
to offset such discrepancy.
The Agreement will designate the Servicer as custodian to maintain
possession, as the Trustee's agent, of the Contracts and any other documents
related to the Manufactured Homes or Modular Homes (other than the principal
documents relating to Land-and-Home Contracts and Mortgage Loans). To facilitate
servicing and save administrative costs, the documents will not be physically
segregated from other similar documents that are in the Company's possession. In
order to give notice of the right, title and interest of the Certificateholders
to the Contracts, the Company will cause a UCC-1 financing statement to be
executed and filed by the Company identifying the Company as the seller and the
Trustee as the buyer of the Contracts, and the Company's accounting records and
computer systems will also reflect such sale and assignment. In addition, within
one week after the initial delivery of the Certificates, the Contracts will be
stamped to reflect their assignment to the Trustee. However, if through fraud,
negligence or otherwise, a subsequent purchaser were able to take physical
possession of the Contracts without knowledge of the assignment, the Trustee's
interest in the Contracts could be defeated. See "Risk Factors -- Risks relating
to enforceability of the contracts." Unless otherwise specified in the
Prospectus Supplement, the Agreement will designate the Trustee or another
independent custodian, as the Trustee's agent, to maintain possession of the
principal documents relating to all Land-and-Home Contracts and Mortgage Loans.
In general, and except as otherwise specified in the related Prospectus
Supplement, the Company will make certain representations and warranties in the
Agreement with respect to each Contract as of the Closing Date, including that:
(a) as of the Cut-off Date, or the date of origination, if later,
the most recent scheduled payment was made or was not delinquent more than
59 days (or such other number of days specified in the related Prospectus
Supplement);
14
<PAGE>
(b) no provision of a Contract has been waived, altered or modified
in any respect, except by instruments or documents contained in the
Contract file, the Land-and-Home Contract file or the Mortgage Loan file,
as applicable;
(c) each Contract is a legal, valid and binding obligation of the
Obligor and is enforceable in accordance with its terms (except as may be
limited by laws affecting creditors' rights generally);
(d) no Contract is subject to any right of rescission, set-off,
counterclaim or defense;
(e) each Contract is covered by hazard insurance described under "--
Servicing -- Hazard Insurance";
(f) each Contract has been originated by a manufactured housing
dealer or lender or Vanderbilt in the ordinary course of such dealer's or
lender's or Vanderbilt's business and, if originated by a manufactured
housing dealer or other lender, was purchased by the Vanderbilt in the
ordinary course of business;
(g) no Contract was originated in or is subject to the laws of any
jurisdiction whose laws would make the transfer of the Contract or an
interest therein to the Trustee or a separate trustee pursuant to the
Agreement or pursuant to the Certificates unlawful;
(h) each Contract complies with all requirements of law;
(i)no Contract has been satisfied, subordinated in whole or in part
or rescinded and the Manufactured Home securing the Contract has not been
released from the lien of the Contract in whole or in part;
(j) each Manufactured Housing Contract creates a valid and
enforceable first priority security interest in favor of the Company in
the Manufactured Home covered thereby and, with respect to each
Land-and-Home Contract and each Mortgage Loan, the lien created thereby
has been recorded or will be recorded within six months, and such security
interest or lien has been assigned by the Company to the Trustee;
(k) all parties to each Contract had capacity to execute such
Contract;
(l) no Contract has been sold, assigned or pledged to any other
person and prior to the transfer of the Contracts by the Company to the
Trustee, the Company had good and marketable title to each Contract free
and clear of any encumbrance, equity, loan, pledge, charge, claim or
security interest, and was the sole owner and had full right to transfer
such Contract to the Trustee;
(m) as of the Closing Date there was no default, breach, violation
or event permitting acceleration under any Contract (except for payment
delinquencies permitted by clause (a) above), no event which with notice
and the expiration of any grace or cure period would constitute a default,
breach, violation or event permitting acceleration under such Contract,
and the Company has not waived any of the foregoing;
(n) as of the Closing Date there were, to the best of the Company's
knowledge, no liens or claims which have been filed for work, labor or
materials affecting a Manufactured Home or any related Mortgaged Property
securing a Contract, which are or may be liens prior or equal to the lien
of the Contract;
(o) each Contract other than a step-up rate Contract and an
Escalating Payment Contract is:
(i) a fully-amortizing loan with a fixed Contract Rate and
provides for level payments over the term of such Contract or
(ii) a loan with a variable interest rate;
(p) each Contract contains customary and enforceable provisions such
as to render the rights and remedies of the holder thereof adequate for
realization against the collateral of the benefits of the security;
(q) the description of each Contract set forth in the list delivered
to the Trustee is true and correct;
(r) there is only one original of each Contract;
(s) none of the Contracts had a Loan-to-Value Ratio at origination
greater than 100% (or such other percentage amount specified in the
related Prospectus Supplement);
(t) at the time of origination of each Contract or for the
percentage of Contracts set forth in the Prospectus Supplement, the
Obligor was the primary resident of the related Manufactured Home;
15
<PAGE>
(u) other than the Land-and-Home Contracts or the Mortgage Loans, if
any, the related Manufactured Home is not considered or classified as part
of the real estate on which it is located under the laws of the
jurisdiction in which it is located as would render unperfected or impair
the priority of the security interest in such Manufactured Home, and as of
the Closing Date such Manufactured Home was, to the best of the Company's
knowledge, free of damage and in good repair;
(v) the related Manufactured Home is a "manufactured home" within
the meaning of 42 United States Code, Section 5402(6); and
(w) each Contract is a "qualified mortgage" under Section 860G(a)(3)
of the Code and each Manufactured Home is "manufactured housing" within
the meaning of Section 25(e)(10) of the Code.
Under the terms of the Agreement, and subject to the conditions specified
in the preceding paragraph and to the Company's option to effect a substitution
as described in the next paragraph, the Company will be obligated to repurchase
for the Repurchase Price (as defined below) any Contract on the first business
day after the first Determination Date which is more than 90 days after the
Company becomes aware, or should have become aware, or the Company's receipt of
written notice from the Trustee or the Servicer, of a breach of any
representation or warranty of the Company in the Agreement that materially
adversely affects the Trust Fund's interest in any Contract if such breach has
not been cured. The "Repurchase Price" for any Contract will be the remaining
principal amount outstanding on such Contract on the date of repurchase plus
accrued and unpaid interest thereon at its Contract Rate to the date of such
repurchase. This repurchase obligation constitutes the sole remedy available to
the Trust Fund and the Certificateholders for a breach of a representation or
warranty under the Agreement with respect to the Contracts (but not with respect
to any other breach by the Company of its obligations under the Agreement). If a
prohibited transaction tax under the REMIC provisions of the Code is incurred in
connection with such repurchase, distributions otherwise payable to Residual
Certificateholders will be applied to pay such tax. The Company will be required
to pay the amount of such tax that is not funded out of such distributions.
In lieu of purchasing a Contract as specified in the preceding paragraph,
during the two-year period following the Closing Date, the Company may, at its
option, substitute an Eligible Substitute Contract (as defined below) for the
Contract that it is otherwise obligated to repurchase (referred to herein as the
"Replaced Contract"). An "Eligible Substitute Contract" is a Contract that
satisfies, as of the date of its substitution, the representations and
warranties specified in the Agreement, has a Scheduled Principal Balance that is
not greater than the Scheduled Principal Balance of the Replaced Contract, has a
Contract Rate that is at least equal to the Contract Rate of the Replaced
Contract and has a remaining term to scheduled maturity that is not greater than
the remaining term to scheduled maturity of the Replaced Contract. In the event
that more than one Contract is substituted, the above requirements with respect
to Scheduled Principal Balance, Contract Rate and remaining term to scheduled
maturity may be satisfied on an aggregate or weighted average basis, as
applicable. The Company will be required to deposit in the Certificate Account
cash in the amount, if any, by which the Scheduled Principal Balance of the
Replaced Contract exceeds the Scheduled Principal Balance of the Contract being
substituted. Such deposit will be deemed to be a partial principal prepayment.
Payments on Contracts
Unless otherwise specified in the related Prospectus Supplement, each
Certificate Account will be a trust account established by the Servicer as to
each Series of Certificates or a Group of Certificates within a Series in the
name of the Trustee (i) with a depository institution, the long-term unsecured
debt obligations of which at the time of any deposit therein are rated within
the two highest rating categories or such other rating category as will not
adversely affect the rating assigned to the Certificates by each rating agency
rating the Certificates of such Series, (ii) with the trust department of a
depositary institution, (iii) in an account or accounts the deposits in which
are fully insured by the Federal Deposit Insurance Corporation ("FDIC"), (iv) in
an account or accounts the deposits in which are insured by the FDIC (to the
limits established by the FDIC), the uninsured deposits in which are otherwise
secured such that, as evidenced by an opinion of counsel, the Certificateholders
have a claim with respect to the funds in the Certificate Account or a perfected
first priority security interest against any collateral securing such funds that
is superior to the claims of any other depositors or general creditors of the
depository institution with which the Certificate Account is maintained or (v)
otherwise acceptable to the rating agency without reduction or withdrawal of the
rating assigned to the relevant Certificates. The collateral eligible to secure
amounts in the
16
<PAGE>
Certificate Account is limited to United States government securities and other
high-quality investments ("Eligible Investments"). A Certificate Account may be
maintained as an interest bearing account, or the funds held therein may be
invested pending each succeeding Remittance Date in Eligible Investments.
Unless otherwise specified in the related Prospectus Supplement, the
Servicer will deposit in the Certificate Account the following payments and
collections received or made by it subsequent to the Cut-off Date:
(i) all Obligor payments on account of principal, including
principal prepayments, on the Contracts;
(ii) all Obligor payments on account of interest on the
Contracts;
(iii) all amounts received and retained in connection with the
liquidation of defaulted Contracts, net of liquidation expenses
("Net Liquidation Proceeds");
(iv) all proceeds received under any hazard or other insurance
policy covering any Contract, other than proceeds to be applied to
the restoration or repair of the Manufactured Home or released to
Obligor;
(v) any Advances made as described under "Advances" and
certain other amounts required under the Agreement to be deposited
in the Certificate Account;
(vi) all amounts received from any credit enhancement provided
with respect to a Series of Certificates;
(vii) all proceeds of any Contract or property acquired in
respect thereof repurchased by the Servicer, or the Company, or
otherwise as described above or under "Termination" below; and
(viii) all amounts, if any, required to be transferred to the
Certificate Account from a Reserve Fund pursuant to the Agreement.
Distributions on Certificates
Except as otherwise provided in the related Prospectus Supplement, on each
Remittance Date, the Trustee will withdraw from the applicable Certificate
Account and distribute to the Certificateholders of each Class (other than a
Series having a Class of Subordinated Certificates, as described below), either
the specified interest of such Class in the Contract Pool times the aggregate of
all amounts on deposit in the Certificate Account as of the fifth Business Day
preceding the Remittance Date or such other date as may be specified in the
related Prospectus Supplement (the "Determination Date"), or, in the case of a
Series of Certificates comprised of Classes which have been assigned a Stated
Balance, payments of interest and payments in reduction of the Stated Balance
from all amounts on deposit in the Certificate Account as of the end of the Due
Period immediately prior to such Remittance Date, in the priority and calculated
in the manner set forth in the related Prospectus Supplement, except, in each
case: (i) all payments or collections due after the Due Period preceding the
month in which the Remittance Date occurs; (ii) all scheduled payments of
principal and interest due on a date or dates subsequent to the Due Period
preceding the Determination Date; (iii) amounts representing reimbursement for
Advances, such reimbursement being limited, as described in the related
Prospectus Supplement, to amounts received on particular Contracts as late
collections of principal or interest as to which the Servicer has made an
unreimbursed Advance; and (iv) amounts representing reimbursement for any unpaid
Servicing Fee and expenses from Liquidation Proceeds, condemnation proceeds and
proceeds of insurance policies with respect to the related Contracts. The amount
of principal and interest specified in the related Prospectus Supplement to be
distributed to Certificateholders is referred to herein as the "Certificate
Distribution Amount." The amounts on deposit in the Certificate Account on a
Determination Date, less the amounts specified in (i) through (iv) above, with
respect to a Series of Certificates having a Class of Subordinated Certificates,
are referred to herein as the "Available Distribution Amount."
On each Remittance Date, the Trustee will withdraw the Available
Distribution Amount from the applicable Certificate Account and distribute such
amount to the Certificateholders of each Class or other specified persons in the
amounts and order of priority specified in the related Prospectus Supplement.
Interest on the Certificates will be paid on the dates specified in the
related Prospectus Supplement (each a "Remittance Date"), commencing on the date
specified in the related Prospectus Supplement. The related Prospectus
Supplement will set forth for each Class or sub-class of Certificates the
interest rate, if any, for each such Class or sub-class or the method of
determining such interest rate. As specified in the related Prospectus
Supplement, Classes of a Series of Certificates or sub-classes within a Class
may be entitled to receive no interest
17
<PAGE>
or interest which is not proportionate to the principal allocable to such
Certificates. Principal collected on each Contract, including any principal
prepayments, will be passed through on each Remittance Date, unless such
principal has previously been passed through. With respect to a Class or
sub-class of a Series having a Stated Balance, such distributions may be made in
the reduction of the Stated Balance, or in such other amounts as are specified
in the related Prospectus Supplement.
Within the time specified in the Agreement and described in the related
Prospectus Supplement, the Servicer will furnish a statement to the Trustee
setting forth the amount to be distributed on the related Remittance Date on
account of principal and interest, stated separately, and a statement setting
forth certain information with respect to the Contracts.
If there are not sufficient funds in the Certificate Account to make the
full distribution to Certificateholders described above on any Remittance Date,
the Servicer will distribute the funds available for distribution to the
Certificateholders of each Class in accordance with the respective interests
therein, except that Subordinated Certificateholders, if any, will not, subject
to the limitations described in the related Prospectus Supplement, receive any
distributions until Senior Certificateholders receive the Senior Distribution
Amount plus, to the extent not paid, the aggregate of amounts by which the
Senior Distribution Amount for any Remittance Date exceeded the amount actually
paid on such Remittance Date plus interest at the related Remittance Rate.
Unless otherwise provided in the related Prospectus Supplement, the difference
between the amount which the Certificateholders would have received if there had
been sufficient eligible funds in the Certificate Account and the amount
actually distributed, will be added to the amount which the Certificateholders
are entitled to receive on the next Remittance Date.
A Class or sub-class of Certificates may be Compound Interest Certificates
on which interest will accrue, but not be paid for the period set forth in the
related Prospectus Supplement.
Special Distributions. To the extent specified in the Prospectus
Supplement relating to a Series of Certificates, one or more Classes or
subclasses of which have been assigned a Stated Balance and having less frequent
than monthly Remittance Dates, such Classes or sub-classes may receive Special
Distributions in reduction of Stated Balance ("Special Distributions") in any
month, other than a month in which a Remittance Date occurs, if, as a result of
principal prepayments on the Contracts in the related Contract Pool or low
reinvestment yields, the Trustee determines, based on assumptions specified in
the related Agreement, that the amount of cash anticipated to be on deposit in
the Certificate Account on the next Remittance Date for such Series and
available to be distributed to the Holders of the Certificates of such Classes
or sub-classes may be less than the sum of (i) the interest scheduled to be
distributed to holders of the Certificates of such Classes or sub-classes and
(ii) the amount to be distributed in reduction of Stated Balance of such
Certificates on such Remittance Date. Any such Special Distributions will be
made in the same priority and manner as distributions in reduction of Stated
Balance would be made on the next Remittance Date.
Subordinated Certificates and Reserve Fund. The rights of a Class of
Certificateholders of a Series to receive any or a specified portion of
distributions of principal or interest or both with respect to the Contracts, to
the extent specified in the related Agreement and described in the related
Prospectus Supplement, may be subordinated to such rights of other
Certificateholders. The Prospectus Supplement with respect to a Series of
Certificates having a Class of Subordinated Certificates will set forth, among
other things, the extent to which such Class is subordinated (which may include
a formula for determining the subordinated amount or for determining the
allocation of the Available Distribution Amount among Senior Certificates and
Subordinated Certificates), the allocation of losses among the Classes of
Subordinated Certificates (which may include a reduction of the principal
balance of the Classes of Subordinated Certificates in the event of such
losses), the period or periods of such subordination, the minimum subordinated
amount, if any, and any distributions or payments which will not be affected by
such subordination. If specified in the related Prospectus Supplement, the
rights of the Subordinated Certificateholders, to the extent not subordinated,
may be on a parity with those Senior Certificateholders. This subordination
feature is intended to enhance the likelihood of regular receipt by Senior
Certificateholders of the full amount of scheduled monthly payments of principal
and interest due them and to protect the Senior Certificateholders against
losses.
If specified in the related Prospectus Supplement, the protection afforded
to the Senior Certificateholders from the subordination feature described above
will be effected by the preferential right of such Certificateholders to receive
current distributions from the Contract Pool and, to the extent specified in the
related Prospectus Supplement, by the establishment of a reserve fund (the
"Reserve Fund"). The Reserve Fund may be funded, to the
18
<PAGE>
extent specified in the related Prospectus Supplement, by one or more of an
initial cash deposit, the retention of specified periodic distributions of
principal or interest or both otherwise payable to Subordinated
Certificateholders, or the provision of a letter of credit, limited guarantee of
CHI, pool insurance policy or any other form of credit enhancement, or any
combination thereof. Unless otherwise specified in the related Prospectus
Supplement, the Reserve Fund will be part of the Trust Fund.
The subordination features and the Reserve Fund described above are
intended to enhance the likelihood of timely payment of principal and interest
and to protect the Senior Certificateholders and, to the extent specified in the
related Prospectus Supplement, Subordinated Certificateholders against loss.
However, in certain circumstances the Reserve Fund could be depleted and
shortfalls could result. If, on a particular date when a distribution is due
such Certificateholders, the aggregate amount of payments received from the
obligors on the Contracts and Advances by the Servicer (as described below), if
any, and from the Reserve Fund of a Series, if any, do not provide sufficient
funds to make full distributions to such Certificateholders of a Series, the
amount of the shortfall may be added to the amount such Certificateholders are
entitled to receive on the next Remittance Date. In the event the Reserve Fund,
if any, is depleted, such Senior Certificateholders and, to the extent specified
in the related Prospectus Supplement, Subordinated Certificateholders
nevertheless will have a preferential right to receive current distributions
from the Contract Pool. Such Certificateholders will bear their proportionate
share of losses realized on Contracts to the extent such Reserve Fund and
subordination feature are exhausted.
Advances
If the amount eligible for distribution to the Certificateholders of a
Series of Certificates (or to Senior Certificateholders only if so specified in
the case of a Series of Certificates having a Class of Subordinated
Certificates) on any Remittance Date is less than the amount which is due such
Certificateholders on such Remittance Date, the related Agreement will provide
that the Servicer, under certain circumstances, will make Advances of cash from
its own funds or from excess funds in the Certificate Account not then required
to be distributed to Certificateholders, for distribution to the
Certificateholders (other than Subordinated Certificateholders) in an amount
equal to the difference between the amount due to them and the amount in the
Certificate Account, eligible for distribution to them pursuant to the
Agreement, but only to the extent such difference is due to delinquent payments
of principal and interest for the preceding Due Period and only to the extent
the Servicer determines such advances are recoverable from future payments and
collections on the Contracts or otherwise, as specified in the Agreement. The
Servicer's obligation to make Advances, if any, may, be limited in amount and
the Servicer may not be obligated to make Advances until all or a specified
portion of the Reserve Fund, if any, is depleted. Advances are intended to
maintain a regular flow of scheduled interest and principal payments to the
Senior Certificateholders, not to guarantee or insure against losses.
Accordingly, any funds so advanced are recoverable by the Servicer out of
amounts received on particular Contracts which represent late recoveries of
principal or interest with respect to which any such Advances were made or from
other funds in the Certificate Account.
Example of Distributions
The following chart sets forth an example of the flow of funds for the
Remittance Date occurring in June 1999 for a Class with a fixed Remittance Rate
in a hypothetical Series of Certificates with a Cut-off Date of April 26, 1999:
April 26, 1999 ................. (A) Cut-off Date.
April 26 to May 25 ............. (B) Due Period. Servicer receives scheduled
payments on the Contracts and any
Principal Prepayments made by Obligors
and applicable interest thereon.
May 31 ......................... (C) Record Date.
June 2 ......................... (D) Determination Date. Distribution amounts
determined.
June 7 ......................... (E) Remittance Date. (Each Remittance Date
is the 7th day of each month or, if the
7th day is not a business day, the next
business day.)
19
<PAGE>
The Original Contract Pool Principal Balance will be the aggregate
Scheduled Principal Balance of the Contracts on April 26, 1999 after deducting
principal payments received before such date. Principal payments received before
April 26, and the accompanying interest payments, are not part of the Trust Fund
and will not be passed through to Certificateholders. Scheduled payments,
Principal Prepayments and Net Liquidation Proceeds may be received at any time
during this period and will be distributed to Certificateholders on June 7. When
a Contract is prepaid in full, interest on the amount prepaid is collected from
the Obligor only to the date of payment. The Available Distribution Amount for
the distribution on June 7 is described under " -- Payments on Contracts" and "
-- Distributions on the Certificates" above. Distributions on June 7 will be
made to Certificateholders of record at the close of business on May 31. On June
2 (three business days prior to the Remittance Date), the Servicer will
determine the amounts of principal and interest which will be passed through on
June 7 to Certificateholders. On June 7, the amounts determined on June 2 will
be distributed to Certificateholders. If a payment due in the Due Period ending
May 25 is received in the Due Period ending in June, such late payment will be
taken into account in determining the Available Distribution Amount for July 7.
The flow of funds with respect to any Series of Certificates may differ
from the above example, as specified in the related Prospectus Supplement.
Indemnification
Unless otherwise specified in the related Prospectus Supplement, the
Agreement requires the Servicer to defend and indemnify the Trust Fund, the
Trustee (including any agent of the Trustee) and the Certificateholders (which
indemnification will survive any removal of the Servicer as servicer of the
Contracts) against any and all costs, expenses, losses, damages, claims and
liabilities, including reasonable fees and expenses of counsel and expenses of
litigation (a) arising from third party claims or actions in respect of any
action taken or failed to be taken by the Servicer or a prior owner of Acquired
Contracts or servicer on behalf of such owner with respect to any Contract or
Manufactured Home, (b) any failure by the Servicer to perform its obligations in
compliance with the standard of care set forth in the Agreement, and (c) for any
taxes which may at any time be asserted with respect to, and as of the date of,
the conveyance of the Contracts to the Trust Fund (but not including any income
or franchise taxes or any federal, state or other tax arising out of the
creation of the Trust Fund and the issuance of the Certificates or distributions
with respect thereto).
Unless otherwise specified in the related Prospectus Supplement, the
Agreement also requires the Servicer, in connection with its duties as servicer
of the Contracts, to defend and indemnify the Trust Fund, the Trustee and the
Certificateholders (which indemnification will survive any removal of the
Servicer as servicer of the Contracts) against any and all costs, expenses,
losses, damages, claims and liabilities, including reasonable fees and expenses
of counsel and expenses of litigation, in respect of any action taken by the
Servicer with respect to any Contract while it was the Servicer.
Servicing
Pursuant to the Agreement, the Servicer will service and administer the
Contracts assigned to the Trustee as more fully set forth below. The Servicer
will perform diligently all services and duties specified in each Agreement, in
the same manner as prudent lending institutions of manufactured housing
installment sales contracts of the same type as the contracts in those
jurisdictions where the related Manufactured Homes are located or as otherwise
specified in the Agreement. The duties to be performed by the Servicer will
include collection and remittance of principal and interest payments, collection
of insurance claims and, if necessary, repossession. The Agreement provides that
the Servicer may delegate its duties under that agreement to one or more
entities (each a "Subservicer") that agrees to conduct such duties in accordance
with the Agreement. Notwithstanding any such delegation, the Servicer will
continue to be liable for all of its obligations under the Agreement.
The Servicer will make reasonable efforts to collect all payments called
for under the Contracts and, consistent with the Agreement and any FHA insurance
and VA guaranty, will follow such collection procedures as it follows with
respect to mortgage loans or contracts serviced by it that are comparable to the
Contracts.
Hazard Insurance. The terms of the Agreement will generally require the
Servicer to cause to be maintained with respect to each Contract one or more
Hazard Insurance Policies which provide, at a minimum, the same coverage as a
standard form fire and extended coverage insurance policy that is customary for
manufactured
20
<PAGE>
housing or one- to-four family residential properties, as applicable, issued by
a company authorized to issue such policies in the state in which the
Manufactured Home, Modular Home or Mortgaged Property is located, and in an
amount which is not less than the maximum insurable value of such Manufactured
Home, Modular Home or Mortgaged Property or the principal balance due from the
Obligor on the related Contract, whichever is less; provided, however, that the
amount of coverage provided by each Hazard Insurance Policy shall be sufficient
to avoid the application of any coinsurance clause contained therein. When a
Manufactured Home or Modular Home's location was, at the time of origination of
the related Contract, within a federally-designated special flood hazard area,
the Servicer shall also cause such flood insurance to be maintained, which
coverage shall be at least equal to the minimum amount specified in the
preceding sentence or such lesser amount as may be available under the federal
flood insurance program. Each Hazard Insurance Policy caused to be maintained by
the Servicer shall contain a standard loss payee clause in favor of the Servicer
and its successors and assigns. If any Obligor is in default in the payment of
premiums on its Hazard Insurance Policy or Policies, the Servicer shall pay such
premiums out of its own funds, and may add separately such premium to the
Obligor's obligation as provided by the Contract, but may not add such premium
to the remaining principal balance of the Contract.
The Servicer may maintain, in lieu of causing individual Hazard Insurance
Policies to be maintained with respect to each Manufactured Home, Modular Home
or Mortgaged Property, and shall maintain, to the extent that the related
Contract does not require the Obligor to maintain a Hazard Insurance Policy with
respect to the related Manufactured Home, Modular Home or Mortgaged Property,
one or more blanket insurance policies covering losses on the Obligor's interest
in the Contracts resulting from the absence or insufficiency of individual
Hazard Insurance Policies. Any such blanket policy shall be substantially in the
form and in the amount carried by the Servicer as of the date of this Agreement.
The Servicer shall pay the premium for such policy on the basis described
therein and shall pay any deductible amount with respect to claims under such
policy relating to the Contracts. If the insurer thereunder shall cease to be
acceptable to the Servicer, the Servicer shall exercise its best reasonable
efforts to obtain from another insurer a placement policy comparable to such
policy.
If the Servicer shall have repossessed a Manufactured Home on behalf of
the Trustee, the Servicer shall either (i) maintain, at its expense, hazard
insurance with respect to such Manufactured Home, or (ii) indemnify the Trustee
against any damage to such Manufactured Home prior to resale or other
disposition.
Evidence as to Compliance. Each Agreement will require the Servicer to
deliver to the Trustee a monthly report prior to each Remittance Date, setting
forth certain information regarding the Contract Pool and Certificates of such
Series as is specified in the related Prospectus Supplement. Each such report to
the Trustee will be accompanied by a statement from an appropriate officer of
the Servicer certifying the accuracy of such report and stating that the
Servicer has not defaulted in the performance of its obligations under the
Agreement. The Servicer will deliver to the Trustee an annual report of a
nationally recognized accounting firm stating that such firm has examined
certain documents and records relating to the servicing of manufactured housing
contracts serviced by the Servicer under pooling and servicing agreements
similar to the Agreement and stating that, on the basis of such procedures, such
servicing has been conducted in compliance with the Agreement, except for any
exceptions set forth in such report.
Certain Matters Regarding the Servicer. The Servicer may not resign from
its obligations and duties under an Agreement except upon a determination that
its duties thereunder are no longer permissible under applicable law. No such
resignation will become effective until the Trustee or a successor servicer has
assumed the Servicer's obligations and duties under such Agreement. The Servicer
can only be removed as servicer pursuant to an Event of Termination as discussed
below. Any person with which the Servicer is merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Servicer is a party, or any person succeeding to the business of the Servicer,
will be the successor to the Servicer under the Agreement so long as such
successor services at least $100 million of manufactured housing contracts.
Each Agreement will also generally provide that neither the Servicer, nor
any director, officer, employee or agent of the Servicer, will be under any
liability to the Trust Fund or the Certificateholders for any action taken or
for restraining from the taking of any action in good faith pursuant to the
Agreement, or for errors in judgment; provided, however, that neither the
Servicer nor any such person will be protected against any liability which would
otherwise be imposed by reason of the failure to perform its obligations in
strict compliance with the standards of care set forth in the Agreement. The
Servicer may, in its discretion, undertake any such action which it may deem
21
<PAGE>
necessary or desirable with respect to the Agreement and the rights and duties
of the parties thereto and the interests of the Certificateholders thereunder.
In such event, the legal expenses and costs of such action and any liability
resulting therefrom will be expenses, costs and liabilities of the Trust Fund
and the Servicer will be entitled to be reimbursed therefor out of the
Certificate Account.
Except for certain representations and warranties relating to the
contracts and certain other exceptions, the Servicer's obligations with respect
to the Certificates are limited to its contractual servicing obligations.
The Servicer shall keep in force throughout the term of this Agreement (i)
a policy or policies of insurance covering errors and omissions for failure to
maintain insurance as required by this Agreement, and (ii) a fidelity bond. Such
policy or policies and such fidelity bond shall be in such form and amount as is
generally customary among persons which service a portfolio of manufactured
housing contracts having an aggregate principal amount of $100 million or more
and which are generally regarded as servicers acceptable to institutional
investors.
The Servicer, to the extent practicable, shall cause the Obligors to pay
all taxes and similar governmental charges when and as due. To the extent that
nonpayment of any taxes or charges would result in the creation of a lien upon
any Manufactured Home having a priority equal or senior to the lien of the
related Contract, the Servicer shall advance any such delinquent tax or charge.
Servicing Compensation and Payment of Expenses. For its servicing of the
Contracts, the Servicer will receive servicing fees ("Servicing Fees") which
include a Monthly Servicing Fee (which the Servicer may assign) for each Due
Period (paid on the next succeeding Remittance Date) which, unless otherwise
stated in the related Prospectus Supplement, will be equal to 1/12th of the
product of 1.25% and the Pool Scheduled Principal Balance for such Remittance
Date.
The Monthly Servicing Fee provides compensation for customary manufactured
housing contract third-party servicing activities to be performed by the
Servicer for the Trust Fund and for additional administrative services performed
by the Servicer on behalf of the Trust Fund. Customary servicing activities
include collecting and recording payments, communicating with obligors,
investigating payment delinquencies, providing billing and tax records to
obligors and maintaining internal records with respect to each Contract.
Administrative services performed by the Servicer on behalf of the Trust Fund
include calculating distributions of Certificateholders and providing related
data processing and reporting services for Certificateholders and on behalf of
the Trustee. Expenses incurred in connection with the servicing of the Contracts
and paid by the Servicer from its Servicing Fees include, without limitation,
payment of fees and expenses of accountants, payments of all fees and expenses
incurred in connection with the enforcement of Contracts (except Liquidation
Expenses) and payment of expenses incurred in connection with distributions and
reports to Certificateholders. The Servicer will be reimbursed out of the
Liquidation Proceeds of a Liquidated Contract for all ordinary and necessary
Liquidation Expenses incurred by it in realization upon the related Manufactured
Home.
So long as the Vanderbilt is the Servicer, the Servicer, in its sole
discretion, may, but is not obligated to, liquidate a defaulted Contract by
depositing into the Certificate Account an amount equal to (i) the outstanding
principal balance of such Contract plus accrued and unpaid interest thereon to
the Due Date in the Due Period in which such deposit is made less (ii) $2,000.
Vanderbilt will not be reimbursed for any Liquidation Expenses incurred in
connection with any such Contract and will retain any liquidation proceeds in
respect thereof. Vanderbilt has such option to liquidate defaulted Contracts in
that manner because such manner of liquidation is more compatible with its
record keeping systems.
As part of its Servicing Fees the Servicer will also be entitled to
retain, as compensation for the additional services provided in connection
therewith, any fees for late payments made by Obligors, extension fees paid by
Obligors for the extension of scheduled payments and assumption fees for
permitted assumptions of Contracts by purchasers of the related Manufactured
Homes.
Any person with which the Servicer is merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Servicer is a party, or any person succeeding to the business of the Servicer,
will be the successor to the Servicer under the Agreement so long as such
successor has a net worth of at least $10 million and has serviced at least $100
million of manufactured housing contracts for at least one year. The Servicer
may assign its rights and delegate its duties under the Agreement (with the
prior written consent of the Company if the Vanderbilt is not the Servicer),
provided that any rating of the Certificates then in effect will not be reduced
22
<PAGE>
because of such assignment and delegation. Upon any such assignment and
delegation, the assigning Servicer will not be liable for obligations of the
Servicer after such assignment.
Events of Termination. Events of Termination under each Agreement will
include (i) any failure by the Servicer to distribute to the Certificateholders
any required payment which continues unremedied for 5 days (or such other period
specified in the related Prospectus Supplement) after the giving of written
notice; (ii) any failure by the Servicer duly to observe or perform in any
material respect any other of its covenants or agreements in the Agreement that
materially and adversely affects the interests of Certificateholders, which, in
either case, continues unremedied for 30 days after the giving of written notice
of such failure or breach; and (iii) certain events of insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings regarding
the Servicer. Notice as used herein shall mean notice to the Servicer by the
Trustee or the Company, or to the Company, the Servicer, if any, and the Trustee
by the Holders of Certificates representing interests aggregating not less than
25% of the Trust Fund.
Rights Upon Event of Termination. So long as an Event of Termination
remains unremedied, the Trustee may, and at the written direction of the
Certificateholders of a Series evidencing interests aggregating 25% or more of
the related Trust Fund, shall terminate all of the rights and obligations of the
Servicer under the related Agreement and in and to the Contracts, and the
proceeds thereof, whereupon (subject to applicable law regarding the Trustee's
ability to make advances) the Trustee or a successor Servicer under the
Agreement will succeed to all the responsibilities, duties and liabilities of
the Servicer under the Agreement and will be entitled to similar compensation
arrangements; provided, however, that neither the Trustee nor any successor
servicer will assume any obligation of the Company to repurchase Contracts for
breaches of representations or warranties, and the Trustee will not be liable
for any acts or omissions of the Servicer occurring prior to a transfer of the
Servicer's servicing and related functions or for any breach by the Servicer of
any of its obligations contained in the Agreement. Notwithstanding such
termination, the Servicer shall be entitled to payment of certain amounts
payable to it prior to such termination, for services rendered prior to such
termination. No such termination will affect in any manner the Company's
obligation to repurchase certain Contracts for breaches of representations or
warranties under the Agreement. In the event that the Trustee would be obligated
to succeed the Servicer but is unwilling or unable so to act, it may appoint, or
petition to a court of competent jurisdiction for the appointment of a Servicer.
Pending such appointment, the Trustee is obligated to act in such capacity. The
Trustee and such successor may agree upon the servicing compensation to be paid,
which in no event may be greater than the compensation to the Servicer under the
Agreement. If the trustee in bankruptcy or similar official is appointed for the
Servicer, and no Event of Termination other than the Servicer's insolvency has
occurred, such trustee or other official may have the power to prevent the
Trustee from effecting a transfer of servicing.
No Certificateholder will have any right under an Agreement to institute
any proceeding with respect to such Agreement unless such Holder previously has
given to the Trustee written notice of default and unless the Holders of
Certificates evidencing interests aggregating not less than 25% of the related
Trust Fund requested the Trustee in writing to institute such proceeding in its
own name as Trustee and have offered to the Trustee reasonable indemnity and the
Trustee for 60 days has neglected or refused to institute any such proceeding.
The Trustee will be under no obligation to take any action or institute, conduct
or defend any litigation under the Agreement at the request, order or direction
of any of the Holders of Certificates, unless such Certificateholders have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which the Trustee may incur.
Reports to Certificateholders
The Servicer or the Trustee, as applicable, will forward to each
Certificateholder on each Remittance Date, or as soon thereafter as is
practicable, as specified in the related Prospectus Supplement, a statement
setting forth, among other things:
(i) the amount of such distribution allocable to principal on the
Certificates;
(ii) the amount of such distribution allocable to interest on the
Certificates;
(iii) if the distribution to the Certificateholders is less than the
full amount that would be distributable to such Certificateholders if
there were sufficient eligible funds in the Certificate Account, the
difference between the aggregate amounts of principal and interest which
Certificateholders would have received if there were sufficient eligible
funds in the Certificate Account and the amounts actually distributed;
23
<PAGE>
(iv) the aggregate amount of Advances, if any, by the Servicer
included in the amounts actually distributed to the Certificateholders;
(v) the outstanding principal balance of the Contracts; and
(vi) the approximate weighted average Remittance Rate of the
Contracts during the Due Period immediately preceding such Remittance
Date.
In addition, not more than 90 days after the end of each calendar year,
the Servicer will 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 (i) and (ii) 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 information as the
Servicer deems necessary or desirable for Certificateholders to prepare their
tax returns. 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 Servicer will provide to the Trustee
annually a report by independent public accountants with respect to the
servicing of the Contracts as described under "Evidence as to Compliance" above.
Amendment
The Agreement may be amended by the Company and the Trustee without the
consent of the Certificateholders, (i) to cure any ambiguity, (ii) to correct or
supplement any provision therein that may be inconsistent with any other
provision therein, (iii) if an election (a "REMIC Election") has been made with
respect to a particular Series of Certificates to treat the Trust Fund as a real
estate mortgage investment conduit ("REMIC") within the meaning of Section
860D(a) of the Code, to maintain the REMIC status of the Trust Fund and to avoid
the imposition of certain taxes on the REMIC or (iv) to make any other
provisions with respect to matters or questions arising under such Agreement
that are not inconsistent with the provisions thereof, provided that such action
will not adversely affect in any material respect the interests of the
Certificateholders of the related Series. The Agreement may also be amended by
the Company, the Servicer and the Trustee with the consent of the
Certificateholders (other than holders of Residual Certificates) evidencing
interests aggregating not less than 51% of the Trust Fund for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of such Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment that reduces in
any manner the amount of, or delay the timing of, any payment received on or
with respect to Contracts which are required to be distributed on any
Certificate may be effective without the consent of the holders of each such
Certificate.
Termination of the Agreement
The obligations created by each Agreement will terminate upon the date
calculated as specified in the Agreement, generally upon (i) the later of the
final payment or other liquidation of the last Contracts subject thereto and the
disposition of all property acquired upon foreclosure of any Land-and-Home
Contract or Mortgage Loan or repossession of any Manufactured Home and (ii) the
payment to the Certificateholders of all amounts held by the Servicer or the
Trustee and required to be paid to it pursuant to the Agreement. In addition,
the Company or the Servicer may at its option with respect to any Series of
Certificates, repurchase all Certificates or Contracts remaining outstanding at
such time as the aggregate unpaid principal balance of such Contracts is less
than the percentage of the aggregate unpaid principal balance of the Contracts
on the Cut-off Date specified with respect to such Series in the related
Prospectus Supplement. Unless otherwise provided in the related Prospectus
Supplement, the repurchase price will equal the principal amount of such
Contracts plus accrued interest from the first day of the month of repurchase to
the first day of the next succeeding month at the Contract Rates borne by such
Contracts.
The Trustee
The Prospectus Supplement for a Series of Certificates will specify the
Trustee under the related Agreement. The Trustee may have normal banking
relationships with the Company or its affiliates and the Servicer or its
affiliates.
24
<PAGE>
The Trustee may resign at any time, in which event the Company will be
obligated to appoint a successor Trustee. The Company may also remove the
Trustee if the Trustee ceases to be eligible to continue as such under the
Agreement or if the Trustee becomes insolvent. The Trustee may also be removed
at any time by the holders of Certificates evidencing interests aggregating over
50% of the related Trust Fund as specified in the Agreement. Any resignation or
removal of the Trustee and appointment of a successor Trustee will not become
effective until acceptance of the appointment by the successor Trustee.
The Trustee will make no representation as to the validity or sufficiency
of the Agreement, the Certificates, any Contract, Contract file, Land-and-Home
Contract file, Mortgage Loan file or related documents, and will not be
accountable for the use or application by the Company of any funds paid to the
Company, as Seller, in consideration of the conveyance of the Contracts, or
deposited into or withdrawn from the Certificate Account by the Company, as
Servicer. If no Event of Termination has occurred, the Trustee will be required
to perform only those duties specifically required of it under the Agreement.
However, upon receipt of the various certificates, reports or other instruments
required to be furnished to it, the Trustee will be required to examine them to
determine whether they conform as to form to the requirements of the Agreement.
Whether or not an Event of Termination has occurred, the Trustee is not required
to expend or risk its own funds or otherwise incur any financial liability in
the performance of its duties or the exercise of its powers if it has reasonable
grounds to believe that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.
Under the Agreement, the Servicer, agrees to pay to the Trustee on each
Remittance Date (a) reasonable compensation for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of any express trust) and (b)
reimbursement for all reasonable expenses, disbursements and advances incurred
or made by the Trustee in accordance with any provision of the Agreement
(including the reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance as may be
attributable to the Trustee's negligence or bad faith. The Company has agreed to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of the Trust Fund and the
Trustee's duties thereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of the Trustee's powers or duties thereunder.
DESCRIPTION OF FHA INSURANCE AND VA GUARANTEES
Certain of the Contracts, may be FHA-insured or VA-guaranteed, the
payments upon which, subject to the following discussion, are insured by the FHA
under Title I of the National Housing Act or partially guaranteed by the VA.
The regulations governing FHA manufactured home insurance provide that
insurance benefits are payable upon the repossession and resale of the
collateral and assignment of the contract to the United States Department of
Housing and Urban Development ("HUD"). With respect to a defaulted FHA contract,
the servicer must follow applicable regulations before initiating repossession
procedures. These regulations include requirements that the lender arrange a
face-to-face meeting with the borrower, initiate a modification or repayment
plan, if feasible, and give the borrower 30 days' notice of default prior to any
repossession. The insurance claim is paid in cash by HUD. For manufactured
housing contracts, the amount of insurance benefits generally paid by FHA is
equal to 90% of the sum of (i) the unpaid principal amount of the Contract at
the date of default and uncollected interest earned to the date of default
computed at the Contract Rate, after deducting the best price obtainable for the
collateral (based in part on a HUD-approved appraisal) and all amounts retained
or collected by the lender from other sources with respect to the Contract, (ii)
accrued and unpaid interest on the unpaid amount of the Contract from the date
of default to the date of submission of the claim plus 15 calendar days (but in
no event more than nine months) computed at a rate of 7% per annum, (iii) costs
paid to a dealer or other third party to repossess and preserve the Manufactured
Home, (iv) the amount of any sales commission paid to a dealer or other third
party for the resale of the property, (v) with respect to a Land-and-Home
Contract, property taxes, special assessments and other similar charges and
hazard insurance premiums, prorated to the date of disposition of the property,
(vi) uncollected court costs, (vii) legal fees, not to exceed $500, and (viii)
expenses for recording the assignment of the lien on the collateral to the
United States.
25
<PAGE>
The insurance available to a lender under FHA Title I insurance is subject
to the limit of a reserve amount equal to ten percent of the original principal
balance of all Title I insured loans originated by the lender, which amount is
reduced by all claims paid to the lender and by an annual reduction in the
reserve amount of ten percent of the reserve amount, and which is increased by
an amount equal to ten percent of the original principal balance of insured
loans subsequently originated by the lender. As of June 30, 1999, Vanderbilt's
Title I reserve amount was approximately $16,453,660, which amount was available
to pay claims in respect of approximately $161,446,977 of FHA-insured
manufactured housing contracts serviced by Vanderbilt. If Vanderbilt were
replaced as Servicer of the Contracts under the Agreement, it is not clear from
the FHA regulations what portion of this reserve amount would be available for
claims in respect of the FHA-insured Contracts. The obligation to pay insurance
premiums to FHA is the obligation of Vanderbilt, as servicer of the FHA-insured
Contracts.
The maximum guarantee that may be issued by the VA for a VA-guaranteed
contract is the lesser of (a) the lesser of $20,000 and 40% of the principal
amount of the contract and (b) the maximum amount of guaranty entitlement
available to the obligor veteran (which may range from $20,000 to zero). The
amount payable under the guarantee will be a percentage of the VA contract
originally guaranteed applied to indebtedness outstanding as of the applicable
date of computation specified in the VA regulations, interest accrued on the
unpaid balance of the loan to the appropriate date of computation and limited
expenses of the contract holder, but in each case only to the extent that such
amounts have not been recovered through resale of the manufactured home. The
amount payable under the guarantee may in no event exceed the original
guarantee.
CERTAIN LEGAL ASPECTS OF THE CONTRACTS
The following discussion contains summaries of certain legal aspects of
Manufactured Housing Contracts, Land-and-Home Contracts and 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 reflect the laws of any particular state, nor to
encompass the laws of all states in which the security for the Manufactured
Housing Contracts, Land-and-Home Contracts or Mortgage Loans is situated. The
summaries are qualified in their entirety by reference to the applicable federal
and state laws governing the Manufactured Housing Contracts, Land-and-Home
Contracts or Mortgage Loans.
The Manufactured Housing Contracts
General. As a result of the assignment of the Contracts to the Trustee,
the Trust Fund will succeed collectively to all of the rights (including the
right to receive payment on the Contacts) and will assume the obligations of the
obligee under the Contracts. Each Manufactured Housing Contract evidences both
(a) the obligation of the Obligor to repay the loan evidenced thereby, and (b)
the grant of a security interest in the Manufactured Home to secure repayment of
such loan. Certain aspects of both features of the Manufactured Housing
Contracts are described more fully below.
The Manufactured Housing Contracts generally are "chattel paper" as
defined in the Uniform Commercial Code (the "UCC") in effect in the states in
which the Manufactured Homes initially were registered. Pursuant to the UCC, the
sale of chattel paper is treated in a manner similar to perfection of a security
interest in chattel paper. Under the Agreement, the Servicer will retain
possession of the Manufactured Housing Contracts (other than the Land-and-Home
Contracts) as custodian for the Trustee, and will make an appropriate filing of
a UCC-1 financing statement in Tennessee to give notice of the Trustee's
ownership of the Manufactured Housing Contracts. The Manufactured Housing
Contracts will be stamped to reflect their assignment from the Company to the
Trustee. However, if through negligence, fraud, or otherwise, a subsequent
purchaser were able to take physical possession of the Manufactured Housing
Contracts without notice of such assignment, the Trustee's interest in such
Contracts could be defeated.
Security Interests in the Manufactured Homes. The Manufactured Homes
securing the Manufactured Housing Contracts may be located in all 50 states and
the District of Columbia and Puerto Rico. Security interests in manufactured
homes may be perfected either by notation of the secured party's lien on the
certificate of title or by delivery of the required documents and payment of a
fee to the state motor vehicle authority, depending on state law. In some
nontitle states, perfection pursuant to the provisions of the UCC is required.
Vanderbilt effects such notation or delivery of the required documents and fees,
and obtains possession of the certificate of title, as
26
<PAGE>
appropriate under the laws of the state in which a Manufactured Home is
registered. In the event Vanderbilt fails, due to clerical errors, to effect
such notation or delivery, or files the security interest under the wrong law
(for example, under a motor vehicle title statute rather than under the UCC, in
a few states), the Certificateholders may not have a first priority security
interest in the Manufactured Home securing a Manufactured Housing Contract. As
manufactured homes have become larger and have been attached to their sites
without any apparent intention to move them, courts in many states have held
that manufactured homes, under certain circumstances, may become subject to real
estate title and recording laws. As a result, a security interest in a
manufactured home could be rendered subordinate to the interests of other
parties claiming an interest in the home under applicable state real estate law.
In order to perfect a security interest in a manufactured home under real estate
laws, the holder of the security interest must file either a "fixture filing"
under the provision of the UCC or a real estate mortgage under the real estate
laws of the state where the home is located. See "Land-and-Home Contracts and
Mortgage Loans" below. These filings must be made in the real estate records
office of the county where the home is located. Substantially all of the
Manufactured Housing Contracts contain provisions prohibiting the borrower from
attaching the Manufactured Home to its site. So long as the borrower does not
violate this agreement, a security interest in the Manufactured Home will be
governed by the certificate of title laws or the UCC, and the notation of the
security interest on the certificate of title or the filing of the UCC financing
statement will be effective to maintain the priority of the security interest in
the Manufactured Home. If, however, a Manufactured Home becomes attached to its
site, other parties could obtain an interest in the Manufactured Home which is
prior to the security interest originally retained by the seller of the
Manufactured Housing Contracts and transferred to the Company. The Company will
represent that at the date of the initial issuance of the related Certificates
it has obtained a perfected first priority security interest by proper notation
or delivery of the required documents and fees with respect to substantially all
of the Manufactured Homes securing the Manufactured Housing Contracts.
The Company will assign the security interest in the Manufactured Homes to
the Trustee on behalf of the Certificateholders. Neither the Company nor the
Trustee will amend the certificates of title to identify the Trustee as the new
secured party, and neither the Company nor the Servicer will deliver the
certificates of title to the Trustee or note thereon the interest of the
Trustee. Accordingly, the Company, or such other originator of the Manufactured
Housing Contracts as provided herein, will continue to be named as the secured
party on the certificates of title relating to the Manufactured Homes. In some
states, such assignment is an effective conveyance of such security interest
without amendment of any lien noted on the related certificate of title and the
new secured party succeeds to the Company's rights as the secured party.
However, in some states in the absence of an amendment to the certificate of
title, such assignment of the security interest in the Manufactured Home may not
be held effective or such security interests may not be perfected and in the
absence of such notation or delivery to the Trustee, the assignment of the
security interest in the Manufactured Home may not be effective against
creditors of the Company or a trustee in bankruptcy of the Company.
In the absence of fraud, forgery or affixation of the Manufactured Home to
its site by the Manufactured Home owner, or administrative error by state
recording officials, the notation of the lien of the Company on the certificate
of title or delivery of the required documents and fees will be sufficient to
protect the Certificateholders against the rights of subsequent purchasers of a
Manufactured Home or subsequent lenders who take a security interest in the
Manufactured Home. If there are any Manufactured Homes as to which the Company's
security interest is not perfected, such security interest would be subordinate
to, among others, subsequent purchasers for value of the Manufactured Homes and
holders of perfected security interests. There also exists a risk in not
identifying the Trustee as the new secured party on the certificate of title
that, through fraud or negligence, the security interest of the Trustee could be
released.
In the event that the owner of a Manufactured Home moves it to a state
other than the state in which such Manufactured Home initially is registered,
under the laws of certain states the perfected security interest in the
Manufactured Home would continue for four months after such relocation and
thereafter only if and after the owner re-registers the Manufactured Home in
such state. If the owner were to relocate a Manufactured Home to another state
and not re-register the Manufactured Home in such state, and if steps were not
taken to re-perfect the Trustee's security interest in such state, the security
interest in the Manufactured Home would cease to be perfected. A majority of
states generally require surrender of a certificate of title to re-register a
Manufactured Home; accordingly, the Company must surrender possession if it
holds certificate of title to such Manufactured Home or, in the case of
Manufactured Homes registered in states which provide for notation of lien, the
Company would receive notice of surrender if the security interest in the
Manufactured Home is noted on the certificate of title.
27
<PAGE>
Accordingly, the Company would have the opportunity to re-perfect its security
interest in the Manufactured Home in the state of relocation. In states which do
not require a certificate of title for registration of a Manufactured Home,
re-registration could defeat perfection. In the ordinary course of servicing the
manufactured housing conditional sales contracts, the Company takes steps to
effect such re-perfection upon receipt of notice of re-registration or
information from the obligor as to relocation. Similarly when an Obligor under a
Contract sells a Manufactured Home, the Company must surrender possession of the
certificate of title or will receive notice as a result of its lien noted
thereon and accordingly will have an opportunity to require satisfaction of the
related manufactured housing conditional sales contract before release of the
lien. Under the Agreement, the Company is obligated to take such steps, at the
Company's expense, as are necessary to maintain perfection of security interests
in the Manufactured Homes.
Under the laws of most states, liens for repairs performed on a
Manufactured Home and liens for personal property taxes take priority over
perfected security interests. The Company will represent in the Agreement that
it has no knowledge of any such liens with respect to any Manufactured Home
securing payment on any Contract. However, such liens could arise at any time
during the term of the Contract. No notice will be given to the Trustee or
Certificateholders in the event such a lien arises.
Enforcement of Security Interests in Manufactured Homes. The Servicer on
behalf of the Trustee, to the extent required by the related Agreement, may take
action to enforce the Trustee's security interest with respect to Contracts in
default by repossession and resale of the Manufactured Homes securing such
Defaulted Contracts. So long as the Manufactured Home has not become subject to
real estate laws, a creditor can repossess a Manufactured Home securing a
Contract by voluntary surrender, by "self-help" repossession that is "peaceful"
(i.e., without breach of the peace) or, in the absence of voluntary surrender
and the ability to repossess without breach of the peace, by judicial process.
The holder of a Contract must give the debtor a number of days' notice, which
varies from 10 to 30 days depending on the state, prior to commencement of any
repossession. The UCC and consumer protection laws in most states place
restrictions on repossession sales, including requiring prior notice to the
debtor and commercial reasonableness in effecting such a sale. The law in most
states also requires that the debtor be given notice of any sale prior to resale
of the unit so that the debtor may redeem at or before such resale. In the event
of such repossession and resale of a Manufactured Home, the Trustee would be
entitled to be paid out of the sale proceeds before such proceeds could be
applied to the payment of the claims of unsecured creditors or the holders of
subsequently perfected security interests or, thereafter, to the debtor.
Under the laws applicable in most states, a creditor is entitled to obtain
a deficiency judgment from a debtor for any deficiency on repossession and
resale of the manufactured home securing such a debtor's loan. However, some
states impose prohibitions or limitations on definitions or limitations on
deficiency judgments, and in many cases the defaulting borrower would have no
assets with which to pay a judgment.
Certain other statutory provisions, including federal and state bankruptcy
and insolvency laws and general equitable principles, may limit or delay the
ability of a lender to repossess and resell collateral or enforce a deficiency
judgment.
Under the terms of the federal Soldier's and Sailor's Civil Relief Act of
1940, as amended (the "Relief Act"), an Obligor who enters military service
after the origination of such Obligor's Contract (including an Obligor who is a
member of the National Guard or is in reserve status at the time of the
origination of the Contract and is later called to active duty) may not be
charged interest above an annual rate of 6% during the period of such Obligor's
active duty status, unless a court orders otherwise upon application of the
lender. It is possible that such action could have an effect, for an
indeterminate period of time, on the ability of the Servicer to collect full
amounts of interest on certain of the Contracts. Any shortfall in interest
collections resulting from the application of the Relief Act, to the extent not
covered by the subordination of a Class of Subordinated Certificates, could
result in losses to the holders of a Series of Certificates. In addition, the
Relief Act imposes limitations which would impair the ability of the Servicer to
foreclose on an affected Contract during the Obligor's period of active duty
status. Thus, in the event that such a Contract goes into default, there may be
delays and losses occasioned by the inability to realize upon the Manufactured
Home in a timely fashion.
28
<PAGE>
Land-and-Home Contracts and Mortgage Loans
General. The Land-and-Home Contracts and Mortgage Loans will be secured by
either first mortgages or deeds of trust, depending upon the applicable law in
the state in which the underlying property is located. A mortgage creates a lien
upon the real property described in the mortgage. There are two parties to a
mortgage: the mortgagor, who is the borrower, and the mortgagee, who is the
lender. In a mortgage state, the mortgagor delivers to the mortgagee a note,
bond or other instrument 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, a lender as beneficiary, and a third-party grantee called the trustee.
Under the deed of trust, the borrower conveys title to the property, irrevocably
until the debt is paid, in trust, generally with a power of sale, to the trustee
to secure payment of the loan. The trustee's authority under a deed of trust and
the mortgagee's authority under a mortgage are governed by the express
provisions of the deed of trust or mortgage, applicable law, and, in some cases,
with respect to the deed of trust, the directions of the beneficiary.
Foreclosure. Foreclosure of a mortgage is generally accomplished by
judicial action. Generally, the action is initiated by 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. When the mortgagee's right to
foreclosure is contested, the legal proceedings necessary to resolve the issue
can be time-consuming and expensive. After the completion of a judicial
foreclosure proceeding, the court may issue a judgment of foreclosure and
appoint a receiver or other officer to conduct the sale of the property. In some
states, mortgages may also be foreclosed by advertisement, pursuant to a power
of sale provided in the mortgage. Foreclosure of mortgage by advertisement is
essentially similar to foreclosure of a deed of trust by non-judicial power of
sale.
Foreclosure of a deed of trust is generally accomplished by a non-judicial
trustee's sale under a specific provision in the deed of trust that authorizes
the trustee to sell the property to a third party upon any default by the
borrower under the terms of the note or deed of trust. In certain states, such
foreclosure also may be accomplished by judicial action in the manner provided
for by 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 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 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, that may be recovered by a lender.
In the case of foreclosure under either a mortgage or a deed of trust, the
sale by the receiver or other designated officer, or by the trustee, is a public
sale. However, because of the difficulty a potential buyer at the sale would
have in determining the exact status of title and because the physical condition
of the property may have deteriorated during the foreclosure proceedings, it is
not common for a third party to purchase the property at the foreclosure sale.
Rather, the lender generally purchases the property from the trustee or
receiver. Thereafter, subject to the right of the borrower in some states to
remain in possession during the redemption period, the lender will assume the
burden of ownership, including obtaining hazard insurance and making such
repairs at its own expense as are necessary to render the property suitable for
sale. The lender 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.
Rights of Redemption. In some states, after the 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 (i) may be
waived or (ii) applies only to sale following judicial foreclosure, and not 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
29
<PAGE>
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 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 relating to a
single family residence. In some states, statutes limit or restrict the right of
the beneficiary or mortgagee to obtain a deficiency judgment against the
borrower following foreclosure or sale under a deed of trust. A deficiency
judgment is a personal judgment against the borrower equal in most cases to the
difference between the amount due to the lender and the 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 a
former borrower following a foreclosure sale to the excess of the outstanding
debt over the fair market value of the property at the time of such sale. The
purpose of these statutes is to prevent a beneficiary or a mortgagee from
obtaining a large deficiency judgment against the former borrower as a result of
low or no bids at the foreclosure sale.
In some states, exceptions to the anti-deficiency statutes are provided
for in certain instances where the value of the lender's security has been
impaired by acts or omissions of the borrower, for example, in the event of
waste of the property.
In addition to anti-deficiency and related legislation, numerous other
federal and state statutory provisions, including the federal bankruptcy laws,
the federal Soldier's and Sailor's 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, with respect
to a Land-and-Home Contract or a Mortgage Loan, in a Chapter 13 proceeding under
the federal bankruptcy code, when a court determines that the value of a home is
less than the principal balance of the loan, the court may prevent a lender from
foreclosing on the home, and, as part of the rehabilitation plan, reduce the
amount of the secured indebtedness to the value of the home as it exists at the
time of the proceeding, 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. Certain court decisions have applied such relief to claims secured by
the debtor's principal residence.
The Code provides priority to certain tax liens over the lien of the
mortgage or the deed of trust. The laws of some states provide priority to
certain tax liens over the lien of the mortgage or the deed of trust. Numerous
federal and state consumer protection laws impose substantive requirements upon
mortgage lenders in connection with the origination, servicing and the
enforcement of mortgage loans. These laws include the federal Truth in Lending
Act, Real Estate Settlement Procedures Act, Equal Credit Opportunity Act, Fair
Credit Billing Act, Fair Credit Reporting Act, the Fair Debt Collection
Practices Act and related statutes and regulations. These federal laws and state
laws impose specific statutory liabilities upon lenders who originate or service
mortgage loans and who fail to comply with the provisions of the law. In some
cases, this liability may affect assignees of the Contracts.
Certain Matters Relating to Insolvency
The Company intends that each transfer of the Contracts to a Trust Fund
will constitute a sale rather than a pledge of the Contracts to secure
indebtedness of the Company. However, if the Company (or one of its affiliates)
were to become a debtor under the federal bankruptcy code, it is possible that a
creditor, receiver, conservator or trustee in bankruptcy of the Company (or one
of its affiliates) or the Company as a debtor-in-possession may argue
30
<PAGE>
the sale of the Contracts by the Company (or one of its affiliates) was a pledge
of the Contracts rather than a sale. This position, if argued or accepted by a
court, could result in a delay or reduction of distributions to the related
Certificateholders.
Consumer Protection Laws
The so-called "Holder-in-Due-Course" rule of the Federal Trade Commission
is intended to defeat the ability of the transferor of a consumer credit
contract which is the seller of goods which gave rise to the transaction (and
certain related lenders and assignees) to transfer such contract free of notice
of claims by the debtor thereunder. The effect of this rule is to subject the
assignee of such a Contract (such as the Trust Fund) to all claims and defenses
which the Obligor could assert against the seller of the Manufactured Home.
Liability under this rule is limited to amounts paid under a Contract; however,
the Obligor also may be able to assert the rule to set off remaining amounts due
as a defense against a claim brought by the Trust Fund against the Obligor.
Numerous other federal and state consumer protection laws impose requirements
applicable to the origination and lending pursuant to the Contracts, including
the Truth in Lending Act, the Federal Trade Commission Act, the Fair Credit
Billing Act, the Fair Credit Reporting Act, the Equal Credit Opportunity Act,
the Fair Debt Collection Practices Act and the Uniform Consumer Credit Code. In
the case of some of these laws, the failure to comply with their provisions may
affect the enforceability of the related Contract.
Transfers of Manufactured Homes; Enforceability of "Due-on-Sale" Clauses
The Contracts, in general, prohibit the sale or transfer of the related
Manufactured Homes or Modular Homes without the consent of the Servicer and
permit the acceleration of the maturity of the Contracts by the Servicer upon
any such sale or transfer that is not consented to. The Servicer expects that it
will permit most transfers and not accelerate the maturity of the related
Contracts. In certain cases, the transfer may be made by a delinquent Obligor in
order to avoid a repossession, foreclosure proceeding or trustee's sale.
In the case of a transfer of a Manufactured Home or Modular Home after
which the Servicer desires to accelerate the maturity of the related Contract,
the Servicer's ability to do so will depend on the enforceability under state
law of the "due-on-sale" clause. The Garn-St. Germain Depository Institutions
Act of 1982 preempts, subject to certain exceptions and conditions, state laws
prohibiting enforcement of "due-on-sale" clauses applicable to the Manufactured
Homes or Modular Homes. Consequently, in some states the Servicer may be
prohibited from enforcing a "due-on-sale" clause in respect of certain
Manufactured Homes or Modular Homes.
Applicability of Usury Laws
Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980, as amended ("Title V"), provides that, subject to the following
conditions, state usury limitations shall not apply to any loan which is secured
by a first lien on certain kinds of manufactured housing and mortgaged
properties. The Contracts would be covered if they satisfy certain conditions,
among other things, governing the terms of any prepayments, late charges and
deferral fees and requiring a 30-day notice period prior to instituting any
action leading to repossession of or foreclosure with respect to the related
unit.
Title V authorized any state to reimpose limitations on interest rates and
finance charges by adopting before April 1, 1983 a law or constitutional
provision which expressly rejects application of the federal law. Fifteen states
adopted such a law prior to the April 1, 1983 deadline. In addition, even where
the Title V was not so rejected, any state is authorized by law to adopt a
provision limiting discount points or other charges on loans covered by Title V.
The Company will represent in the applicable Agreement that all of the Contracts
comply with applicable usury laws.
ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended ("ERISA")
imposes certain requirements on employee benefit plans subject to ERISA
("Plans") and on persons who are fiduciaries with respect to such Plans.
Generally, ERISA applies to investments made by such Plans. Among other
requirements, ERISA mandates 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
31
<PAGE>
are fiduciaries of such Plans. Under ERISA (subject to certain exceptions), any
person who exercises any authority or control with respect to the management or
disposition of the assets of a Plan is considered to be a fiduciary of such
Plan, subject to the standards of fiduciary conduct under ERISA. These standards
include the requirements that the assets of Plans be invested and managed for
the exclusive benefit of Plan participants and beneficiaries, a determination by
the Plan fiduciary that any such investment is permitted under the governing
Plan instruments and is prudent and appropriate for the Plan in view of its
overall investment policy and the composition and diversification of its
portfolio. Certain employee benefit plans, such as governmental plans (as
defined in ERISA Section 3(32)) and church plans (as defined in ERISA Section
3(33)), are not subject to ERISA. Accordingly, assets of such plans may be
invested in Certificates without regard to the ERISA considerations described
above and below, subject to the provisions of applicable state law. Any such
plan which is qualified and exempt from taxation under Sections 401(a) and
501(a) of the Internal Revenue Code of 1986, as amended (the "Code"), however,
is subject to the prohibited transaction rules set forth in Section 503 of the
Code.
Any Plan fiduciary considering the purchase of a Certificate should
consult with its counsel with respect to the potential applicability of ERISA
and the Code to such investment. Moreover, each Plan fiduciary should determine
whether, under the general fiduciary standards of investment prudence and
diversification, an investment in the Certificates is appropriate for the Plan,
taking into account the overall investment policy of the Plan and composition of
the Plan's investment portfolio.
In addition to the imposition of general fiduciary standards of investment
prudence and diversification under ERISA, other provisions of ERISA, and the
corresponding provisions of the Code, prohibit a broad range of transactions
involving assets of Plans (including for these purposes individual retirement
accounts and Keough plans) and persons having certain specified relationships to
a Plan ("parties in interest" within the meaning of ERISA and "disqualified
persons" within the meaning of the Code). Such transactions are treated as
"prohibited transactions" under Sections 406 and 407 of ERISA and excise taxes
are imposed upon such persons by Section 4975 of the Code. An investment in the
Certificates by a Plan might constitute a prohibited transaction under the
foregoing provisions unless an administrative exemption applies. In addition, if
any investing Plan's assets were deemed to include an interest in the assets of
the Contract Pool and not merely an interest in the Certificates, transactions
occurring in the operation of the Contract Pool might constitute prohibited
transactions unless an administrative exemption applies. Certain such exemptions
which may be applicable to the acquisition and holding of the Certificates or to
the servicing and operation of the Contract Pool are noted below.
The Department of Labor ("DOL") has issued a regulation (29 C.F.R. Section
2510.3-101) (the "Regulation") concerning the definition of what constitutes the
assets of a Plan. The Regulation provides that, as a general rule, the
underlying assets and properties of corporations, partnerships, trusts and
certain other entities in which a Plan makes an "equity" investment will be
deemed for purposes of ERISA to be assets of the investing plan unless certain
exceptions apply. However, the Regulation provides that, generally, the assets
of a corporation or partnership in which a Plan invests will not be deemed for
purposes of ERISA to be assets of such Plan if the equity interest acquired by
the investing Plan is a publicly-offered security. A publicly-offered security,
as defined under the Regulation, is a security that is widely held, freely
transferable, and either is (i) part of a class of securities registered under
Section 12(b) or 12(g) of the Securities Exchange Act of 1934, or (ii) sold to
the Plan as part of a securities offering to the public pursuant to an effective
registration statement under the Securities Act of 1933, and the class of
securities of which such security is a part is registered under the Securities
Exchange Act of 1934 within 120 days (or such later time as may be allowed by
the Securities and Exchange Commission) after the end of the fiscal year of the
issuer during which the offering of such securities to the public occurred. The
Certificates are not expected to be publicly-offered securities under the terms
of the Regulation, and it is not anticipated that any other exemption from the
Regulation will apply.
As a result, an investing Plan's assets could be considered to include an
undivided interest in the Contracts and any other assets held in the Contract
Pool. In the event that assets of a Contract Pool are considered assets of an
investing Plan, the Company, the Servicer, the Trustee, other persons, in
providing services with respect to the Contracts or certain affiliates thereof,
may be considered, or might become, parties in interest or disqualified persons
with respect to a Plan. If so, the acquisition or holding of Certificates by or
on behalf of such Plan could be considered to give rise to a prohibited
transaction within the meaning of ERISA and the Code unless a statutory,
regulatory or administrative exemption applies.
32
<PAGE>
Special caution should be exercised before the assets of a Plan (including
assets that may be held in an insurance company's separate or general accounts
where assets in such accounts may be deemed to be Plan assets for purposes of
ERISA) are used to purchase a Certificate if, with respect to such assets, the
Company, the Servicer, the Trustee, the Underwriters named in the Prospectus
Supplement or an affiliate thereof either: (a) has investment discretion with
respect to the investment of such assets of such Plan or (b) has authority or
responsibility to give, or regularly gives, investment advice with respect to
such assets for a fee and pursuant to an agreement or understanding that such
advice will serve as a primary basis for investment decisions with respect to
such assets and that such advice will be based on the particular investment
needs of the Plan.
The U.S. Department of Labor has granted to the lead Underwriter named in
the Prospectus Supplement an exemption (the "Exemption") from certain of the
prohibited transaction rules of ERISA with respect to the initial purchase, the
holding and the subsequent resale by Plans of certificates representing
interests in asset-backed pass-through trusts that consist of certain
receivables, loans and other obligations that meet the conditions and
requirements of the Exemption. The receivables covered by the Exemption include
manufactured housing installment sales contracts and installment loan agreements
such as the Contracts. The Exemption will apply to the acquisition, holding and
resale of the Senior Certificates by a Plan, provided that certain conditions
(certain of which are described below) are met.
Among the conditions which must be satisfied for the Exemption to apply to
the Senior Certificates are the following:
(1) The acquisition of the Senior Certificates by a Plan is on terms
(including the price for the Senior Certificates) that are at least as
favorable to the Plan as they would be in an arm's length transaction with
an unrelated party;
(2) The rights and interests evidenced by the Senior Certificates
acquired by the Plan are not subordinated to the rights and interests
evidenced by other certificates of the Trust Fund;
(3) The Senior Certificates acquired by the Plan have received a
rating at the time of such acquisition that is in one of the three highest
generic rating categories from either Standard & Poor's, a Division of The
McGraw-Hill Companies, Moody's Investors Service, Inc., Duff & Phelps Inc.
or Fitch IBCA, Inc.;
(4) The Trustee is not an affiliate of any other member of the
Restricted Group (as defined below);
(5) The sum of all payments made to the Underwriter in connection
with the distribution of the Senior Certificates represents not more than
reasonable compensation for underwriting the Senior Certificates; the sum
of all payments made to and retained by the Company pursuant to the sale
of the Contracts to the Trust Fund represents not more than the fair
market value of such Contracts; and the sum of all payments made to and
retained by the Servicer represents not more than reasonable compensation
for the Servicer's services under the Agreement and reimbursement of the
Servicer's reasonable expenses in connection therewith; and
(6) The Plan investing in the Senior Certificates is an "accredited
investor" as defined in Rule 501 (a)(1) of Regulation D of the Securities
and Exchange Commission under the Securities Act of 1933.
Moreover, the Exemption would provide relief from certain
self-dealing/conflict of interest prohibited transactions that may occur if a
Plan fiduciary causes a Plan to acquire interests in a trust that includes
obligations on which the fiduciary (or an affiliate) is obligor only if, among
other requirements, (i) in the case of the acquisition of Senior Certificates in
connection with the initial issuance, at least fifty (50) percent of the Senior
Certificates are acquired by persons independent of the Restricted Group (as
defined below) and at least fifty (50) percent of the aggregate interest in the
Trust Fund is acquired by persons independent of the Restricted Group, (ii) the
Plan's investment in Senior Certificates does not exceed twenty-five (25)
percent of all of the Senior Certificates outstanding at the time of the
acquisition, and (iii) immediately after the acquisition, no more than
twenty-five (25) percent of the assets of any Plan with respect to which such
person is a fiduciary are invested in certificates representing an interest in
one or more trusts containing assets sold or serviced by the same entity. The
Exemption does not apply to Plans sponsored by the Company, any Underwriter, the
Trustee, the Servicer, any obligor with respect to Contracts included in the
Trust Fund constituting more than five percent of the aggregate unamortized
principal balance of the assets in the Trust Fund, or any affiliate of such
parties (the "Restricted Group").
33
<PAGE>
Employee benefit plans that are governmental plans (as defined in section
3(32) of ERISA) and church plans (as defined in section 3(33) of ERISA) are not
subject to ERISA requirements. Accordingly, unless otherwise specified in the
Prospectus Supplement, assets of such plans may be invested in the Senior
Certificates without regard to the ERISA restrictions described above, subject
to applicable provisions of other federal and state laws.
Any Plan fiduciary who proposes to cause a Plan to purchase Senior
Certificates should consult with its own counsel with respect to the potential
consequences under ERISA and the Code of the Plan's acquisition and ownership of
Senior Certificates. Assets of a Plan or individual retirement account should
not be invested in the Senior Certificates unless it is clear that the assets of
the Trust Fund will not be plan assets or unless it is clear that the Exemption
or a prohibited transaction class exemption will apply and exempt all potential
prohibited transactions.
Subordinated Certificates
Because the Subordinated Certificates are subordinated to the Senior
Certificates, the Exemption will not apply to the acquisition, holding and
resale of the Subordinated Certificates by a Plan.
Consequently, no transfer of a Subordinate Certificate shall be registered
unless the prospective transferee provides the Trustee and the Company with (a)
a certification to the effect that (1) such transferee is neither an employee
benefit plan subject to section 406 or section 407 of ERISA or to section 4975
of the Code; the trustee of any such plan; a person acting on behalf of any such
plan; nor a person using the assets of any such plan; or (2) if such transferee
is an insurance company, it is purchasing such certificates with funds contained
in an "insurance company general account" (as such term is defined in section
V(e) of the Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and the
purchase and holding of such certificates are covered under Sections I and III
of PTCE 95-60; or (b) an opinion of counsel (a "benefit plan opinion")
satisfactory to the Trustee and the Company, and upon which the Trustee and the
Company shall be entitled to rely, to the effect that the purchase and holding
of such Subordinate Certificate by the prospective transferee will not result in
the assets of the Trust Fund being deemed to be plan assets and subject to the
prohibited transaction provisions of ERISA or the Code and will not subject the
Trustee or the Company to any obligation in addition to those undertaken by such
entities in the agreement, which opinion of counsel shall not be an expense of
the Trustee or the Company. Unless such certification or opinion is delivered,
Certificate Owners of the Subordinate Certificates will be deemed to make the
representations in clause (a)(1).
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
General
The following is a general discussion of certain federal income tax
consequences relating to the purchase, ownership, and disposition of the
Certificates and is based on advice of Brown & Wood LLP, special tax counsel to
the Company. The discussion is also based upon laws, regulations, rulings, and
decisions now in effect, including Treasury Regulations issued on December 23,
1992, and generally effective for REMICs with startup days on or after November
12, 1991 (the "REMIC Regulations"), all of which are subject to change or
possibly differing interpretations. The discussion below addresses all material
federal income tax consequences generally applicable to investors. However, the
discussion does not purport to deal with federal income tax consequences
applicable to all categories of investors, some of which may be subject to
special rules. Investors should consult their own tax advisors to determine the
federal, state, local, and any other tax consequences of the purchase,
ownership, and disposition of the Certificates.
Many aspects of the federal tax treatment of the purchase, ownership, and
disposition of the Certificates will depend upon whether an election is made to
treat the Trust Fund or a segregated portion thereof evidenced by a particular
series or sub-series of Certificates as a REMIC within the meaning of Section
860D(a) of the Code. The Prospectus Supplement for each series will indicate
whether or not an election to be treated as a REMIC has been or will be made
with respect thereto. The following discussion deals first with Series with
respect to which a REMIC Election is made and then with Series with respect to
which a REMIC Election is not made.
34
<PAGE>
REMIC Series
With respect to each Series of Certificates for which a REMIC Election is
made, Brown & Wood LLP, special tax counsel to the Company, will have advised
the Company that in its opinion, assuming (i) the making of that election in
accordance with the requirements of the Code and (ii) ongoing compliance with
the applicable Agreement, at the initial issuance of the Certificates in such
series the Trust Fund will qualify as a REMIC and the Certificates in such a
Series ("REMIC Certificates") will be treated either as regular interests in the
REMIC within the meaning of Section 860G(a)(1) of the Code ("Regular
Certificates") or as a residual interest in the REMIC within the meaning of
Section 860G(a)(2) of the Code ("Residual Certificates").
Qualification as a REMIC. Qualification as a REMIC involves ongoing
compliance with certain requirements and the following discussion assumes that
such requirements will be satisfied by the Trust Fund so long as there are any
REMIC Certificates outstanding. Substantially all of the assets of the REMIC
must consist of "qualified mortgages" and "permitted investments" as of the
close of the third month beginning after the day on which the REMIC issues all
of its regular and residual interests (the "Startup Day") and at all times
thereafter. The term "qualified mortgage" means any obligation (including a
participation or certificate of beneficial ownership in such obligation) which
is principally secured by an interest in real property that is transferred to
the REMIC on the Startup Day in exchange for regular or residual interests in
the REMIC or is purchased by the REMIC within the three-month period beginning
on the Startup Day if such purchase is pursuant to a fixed price contract in
effect on the Startup Day. The REMIC Regulations provide that a Contract is
principally secured by an interest in real property if the fair market value of
the real property securing the Contract is at least equal to either (i) 80% of
the issue price (generally, the principal balance) of the Contract at the time
it was originated or (ii) 80% of the adjusted issue price (the then-outstanding
principal balance, with certain adjustments) of the Contract at the time it is
contributed to a REMIC. The fair market value of the underlying real property is
to be determined after taking into account other liens encumbering that real
property. Alternatively, a Contract is principally secured by an interest in
real property if substantially all of the proceeds of the Contract were used to
acquire or to improve or protect an interest in real property that, at the
origination date, is the only security for the Contract (other than the personal
liability of the obligor). The REMIC Regulations provide that obligations
secured by manufactured housing or mobile homes (not including recreational
vehicles, campers or similar vehicles) which are "single family residences"
under Section 25(e)(10) of the Code will qualify as obligations secured by real
property without regard to state law classifications. See the discussion below
under "REMIC Series -- Status of Manufactured Housing Contracts." A qualified
mortgage also includes a qualified replacement mortgage that is used to replace
any qualified mortgage within three months of the Startup Day or to replace a
defective mortgage within two years of the Startup Day.
"Permitted investments" consist of (a) temporary investments of cash
received under qualified mortgages before distribution to holders of interests
in the REMIC ("cash-flow investments"), (b) amounts, such as a Reserve Fund, if
any, reasonably required to provide for full payment of expenses of the REMIC,
the principal and interest due on regular or residual interests in the event of
defaults on qualified mortgages, lower than expected returns on cash-flow
investments, prepayment interest shortfalls or certain other contingencies
("qualified reserve assets"), and (c) certain property acquired as a result of
foreclosure of defaulted qualified mortgages ("foreclosure property"). A reserve
fund will not be qualified if more than 30% of the gross income from the assets
in the reserve fund is derived from the sale or other disposition of property
held for three months or less, unless such sale is necessary to prevent a
default in payment of principal or interest on Regular Certificates. In
accordance with Section 860G(a)(7) of the Code, a reserve fund must be "promptly
and appropriately" reduced as payments on contracts are received. Foreclosure
property will be a permitted investment only to the extent that such property is
not held for more than three years following the close of the taxable year in
which the property was acquired by the REMIC.
The Code requires that in order to qualify as a REMIC an entity must make
reasonable arrangements designed to ensure that certain specified entities,
generally including governmental entities or other entities that are exempt from
United States tax, including the tax on unrelated business income ("Disqualified
Organizations"), do not hold residual interest in the REMIC. Consequently, it is
expected that in the case of any Trust Fund for which a REMIC Election is made
the transfer, sale, or other disposition of a Residual Certificate to a
Disqualified Organization will be prohibited and the ability of a Residual
Certificate to be transferred will be conditioned on the Trustee's receipt of a
certificate or other document representing that the proposed transferee is not a
Disqualified Organization. The transferor of a Residual Certificate must not, as
of the time of the transfer, have actual knowledge that such
35
<PAGE>
representation is false. The Code further requires that reasonable arrangements
must be made to enable a REMIC to provide the Internal Revenue Service (the
"Service") and certain other parties, including transferors of residual
interests in a REMIC, with the information needed to compute the tax imposed by
Section 860E(e)(1) of the Code if, in spite of the steps taken to prevent
Disqualified Organizations from holding residual interests, such an organization
does, in fact, acquire a residual interest. See "REMIC Series -- Restrictions on
Transfer of Residual Certificates" below.
If the Trust Fund fails to comply with one or more of the ongoing
requirements for qualification as a REMIC, the Trust Fund will not be treated as
REMIC for the year during which such failure occurs and for all years thereafter
unless the Service determines, in its discretion, that such failure was
inadvertent (in which case, the Service may require any adjustments which it
deems appropriate). If the ownership interests in the assets of the Trust Fund
consist of multiple classes, failure to treat the Trust Fund as a REMIC may
cause the Trust Fund to be treated as an association taxable as a corporation.
Such treatment could result in income of the Trust Fund being subject to
corporate tax in the hands of the Trust Fund and in a reduced amount being
available for distribution to Certificateholders as a result of the payment of
such taxes.
Status of Manufactured Housing Contracts. The REMIC Regulations as well as
a Notice issued by the Service provide that obligations secured by interests in
manufactured housing, which qualify as "single family residences" within the
meaning of Section 25(e)(10) of the Code, are to be treated as "qualified
mortgages" for a REMIC. Under Section 25(e)(10) of the Code, the term "single
family residence" includes any manufactured home which has a minimum of 400
square feet of living space and a minimum width in excess of 102 inches and
which is of a kind customarily used at a fixed location. The Company will
represent and warrant that each of the manufactured homes securing the Contracts
which are a part of a Trust Fund meets this definition of a "single family
residence." See the discussion above under "REMIC Series -- Qualification as a
REMIC."
Tiered REMIC Structures. For certain series of Certificates, two or more
separate elections may be made to treat segregated portions of the assets of a
single Trust Fund as REMICs for federal income tax purposes (respectively, the
"Subsidiary REMIC" or "Subsidiary REMICs" and the "Master REMIC"). Upon the
issuance of any such series of Certificates, Brown & Wood LLP, special tax
counsel to the Company, will have advised the Company, as described above, that
at the initial issuance of the Certificates, the Subsidiary REMIC or Subsidiary
REMICs and the Master REMIC will each qualify as a REMIC for federal income tax
purposes, and that the Certificates in such series will be treated either as
Regular Certificates or Residual Certificates of the appropriate REMIC. Only
REMIC Certificates issued by the Master REMIC will be offered hereunder. Solely
for the purpose of determining whether such Regular Certificates will constitute
qualifying real estate or real property assets for certain categories of
financial institutions or real estate investment trusts as described below, each
REMIC in a tiered REMIC structure will be treated as one. See the discussion
below under "REMIC Series -- Taxation of Regular Interests."
Taxation of Regular Interests. Regular Certificates will be treated as new
debt instruments issued by the REMIC on the Startup Day. If a Regular
Certificate represents an interest in a REMIC that consists of a specified
portion of the interest payments on the REMIC's qualified mortgages, the stated
principal amount with respect to that Regular Certificate may be zero. Such a
specified portion may consist of a fixed number of basis points, a fixed
percentage of interest or a qualified variable rate on some or all of the
qualified mortgages. Stated interest on a Regular Certificate will be taxable as
ordinary income. Holders of Regular Certificates that would otherwise report
income under a cash method of accounting will be required to report income with
respect to such Regular Certificates under the accrual method. Under Temporary
Treasury Regulations, if a Trust Fund, with respect to which a REMIC Election is
made, is considered to be a "single-class REMIC," a portion of the REMIC's
servicing fees, administrative and other non-interest expenses, including
assumption fees and late payment charges retained by the Company, 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 a
REMIC that would be treated as a fixed investment trust under applicable law but
for its qualification as a REMIC, or 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 Treasury Regulations. Generally,
a pass-through interest holder refers to individuals, entities taxed as
individuals, such as certain trusts and estates, and regulated investment
companies. An individual, an estate, or a trust that holds a Regular Certificate
in such a REMIC will be allowed to deduct the foregoing expenses under Section
212 of the Code only to the extent that, in the aggregate and combined with
certain other itemized
36
<PAGE>
deductions, they exceed 2% of the adjusted gross income of the holder. In
addition, Section 68 of the Code provides that the amount of itemized deductions
(including those provided for in Section 212 of the Code) otherwise allowable
for the taxable year for an individual whose adjusted gross income exceeds a
threshold amount specified in the Code will be reduced by the lesser of (i) 3%
of the excess of adjusted gross income over the specified threshold amount or
(ii) 80% of the amount of itemized deductions otherwise allowable, for such
taxable year. As a result of the foregoing limitations, certain holders of
Regular Certificates in "single-class REMICs" may not be entitled to deduct all
or any part of the foregoing expenses.
Tax Status of REMIC Certificates. In general, (i) Regular Certificates
held by a thrift institution taxed as a "domestic building and loan association"
within the meaning of Section 7701(a)(19) of the Code will constitute "a regular
. . . interest in a REMIC" within the meaning of Section 7701(a)(19)(C)(xi) of
the Code; and (ii) Regular Certificates held by a real estate investment trust
will constitute "real estate assets" within the meaning of Section 856(c)(5)(B)
of the Code and interest thereon will be considered "interest on obligations
secured by mortgages on real property" within the meaning of Section
856(c)(3)(B) of the Code, in each such case as long as the portion of the assets
of the Trust Fund qualifying for the corresponding status is at least 95% of the
assets of the REMIC. If less than 95% of the average adjusted basis of the
assets comprising the REMIC are assets qualifying under any of the foregoing
Sections of the Code (including assets described in Section 7701(a)(19)(C) of
the Code), then the Regular Certificates will be qualifying assets only to the
extent that the assets comprising the REMIC are qualifying assets. Treasury
Regulations promulgated pursuant to Section 593 of the Code define "qualifying
real property loans" to include a loan secured by a mobile home unit
"permanently fixed to real property" except during a brief period in which the
unit is transported to its site. Section 7701(a)(19)(C)(v) of the Code provides
that "loans secured by an interest in real property" includes loans secured by
mobile homes not used on a transient basis. Treasury Regulations promulgated
pursuant to Section 856 of the Code state that local law definitions are not
controlling in determining the meaning of the term "Real Property" for purposes
of that section, and the Service has ruled that obligations secured by
permanently installed mobile home units qualify as "real estate assets" under
this provision. Entities affected by the foregoing provisions of the Code that
are considering the purchase of Certificates should consult their own tax
advisors regarding these provisions. Furthermore, interest paid with respect to
Certificates held by a real estate investment trust will be considered "interest
on obligations secured by mortgages on real property or on interest in real
property" within the meaning of Section 856(c)(3)(B) of the Code to the same
extent that the Certificates themselves are treated as real estate assets.
Regular Certificates held by a regulated investment company or a real estate
investment trust will not constitute "Government securities" within the meaning
of Sections 851(b)(3)(A)(i) and 856(c)(4)(A) of the Code, respectively. In
addition, the REMIC Regulations provide that payments on Contracts qualifying
for the corresponding status that are held and reinvested pending distribution
to Certificateholders will be considered to be "real estate assets" within the
meaning of Section 856(c)(5)(B) of the Code.
Original Issue Discount. Regular Certificates may be issued with "original
issue discount." Rules governing original issue discount are set forth in
Sections 1271-1273 and 1275 of the Code and the Treasury Regulations issued
thereunder in January 1994 and in June 1996 (the "OID Regulations"). The
discussion herein is based in part on the OID Regulations, which generally apply
to debt instruments issued on or after April 4, 1994, but which generally may be
relied upon for debt instruments issued after December 21, 1992. The June 1996
Regulations apply to debt instruments issued after August 13, 1996. Moreover,
although the rules relating to original issue discount contained in the Code
were modified by the Tax Reform Act of 1986 specifically to address the tax
treatment of securities, such as the Regular Certificates, on which principal is
required to be prepaid based on prepayments of the underlying assets,
regulations under that legislation have not yet been finalized.
Certificateholders also should be aware that the OID Regulations do not address
certain issues relevant to prepayable securities such as the Regular
Certificates.
In general, in the hands of the original holder of a Regular Certificate,
original issue discount, if any, is the difference between the "stated
redemption price at maturity" of the Regular Certificate and its "issue price."
The original issue discount with respect to a Regular Certificate will be
considered to be zero if it is less than 0.25% of the Regular Certificate's
stated redemption price at maturity multiplied by the number of complete years
from the date of issue of such Regular Certificate to its maturity date. The OID
Regulations, however, provide a special de minimis rule to apply to obligations
such as the Regular Certificates that have more than one principal payment or
that have interest payments that are not qualified stated interest as defined in
the OID Regulations, payable before maturity ("installment obligations"). Under
the special rule, original issue discount on an installment obligation is
37
<PAGE>
generally considered to be zero if it is less than 0.25% of the principal amount
of the obligation multiplied by the weighted average maturity of the obligation
as defined in the OID Regulations. Because of the possibility of prepayments, it
is not clear whether or how the de minimis rules will apply to the Regular
Certificates. It is possible that the anticipated rate of prepayments assumed in
pricing the debt instrument (the "Prepayment Assumption") will be required to be
used in determining the weighted average maturity of the Regular Certificates.
In the absence of authority to the contrary, the Company expects to apply the de
minimis rule applicable to installment obligations by using the Prepayment
Assumption. The OID Regulations provide a further special de minimis rule
applicable to any Regular Certificates that are "self-amortizing installment
obligations," i.e., Regular Certificates that provide for equal payments
composed of principal and qualified stated interest payable unconditionally at
least annually during its entire term, with no significant additional payment
required at maturity. Under this special rule, original issue discount on a
self-amortizing installment obligation is generally considered to be zero if it
is less than 0.167% of the principal amount of the obligation multiplied by the
number of complete years from the date of issue of such a Regular Certificate to
its maturity date.
Generally, the original holder of a Regular Certificate that includes a de
minimis amount of original issue discount includes that de minimis original
issue discount in income as principal payments are made. The amount included in
income with respect to each principal payment equals a pro rata portion of the
entire amount of de minimis original issue discount with respect to that Regular
Certificate. Any de minimis amount of original issue discount included in income
by a holder of a Regular Certificate is generally treated as a capital gain if
the Regular Certificate is a capital asset in the hands of the holder thereof.
Pursuant to the OID Regulations, a holder of a Regular Certificate that uses the
accrual method of tax accounting may elect to include in gross income all
interest that accrues on a Regular Certificate, including any de minimis
original issue discount and market discount, by using the constant yield method
described below with respect to original issue discount.
The stated redemption price at maturity of a Regular Certificate generally
will be equal to the sum of all payments, whether denominated as principal or
interest, to be made with respect thereto other than "qualified stated
interest." Pursuant to the OID Regulations, qualified stated interest generally
means stated interest that is unconditionally payable at least annually at a
single fixed rate of interest (or, under certain circumstances, a variable rate
tied to an objective index) during the entire term of the Regular Certificate
(including short periods). It is possible that the IRS could assert that the
stated rate of interest on the Certificates is not unconditionally payable or
otherwise does not qualify as qualified stated interest. Such position, if
successful, would require all holders of Certificates to accrue all income on
the Certificates under the OID Regulations. The Company, however, intends to
treat all stated interest on the Certificates as qualified stated interest.
Under the OID Regulations, certain variable interest rates payable on Regular
Certificates, including rates based upon the weighted average interest rate of a
Pool of Contracts, may not be treated as qualified stated interest. In such
case, the OID Regulations would treat interest under such rates as contingent
interest which generally must be included in income by the Regular
Certificateholder when the interest becomes fixed, as opposed to when it
accrues. Until further guidance is issued concerning the treatment of such
interest payable on Regular Certificates, the REMIC will treat such interest as
being payable at a variable rate tied to a single objective index of market
rates. Prospective investors should consult their tax advisors regarding the
treatment of such interest under the OID Regulations. In the absence of
authority to the contrary and if otherwise appropriate, the Company expects to
determine the stated redemption price at maturity of a Regular Certificate by
assuming that the anticipated rate of prepayment for all Contracts will occur in
such a manner that the initial Remittance Rate for a Certificate will not
change. Accordingly, interest at the initial Remittance Rate will constitute
qualified stated interest payments for purposes of applying the original issue
discount provisions of the Code. In general, the issue price of a Regular
Certificate is the first price at which a substantial amount of the Regular
Certificates of such class are sold for money to the public (excluding bond
houses, brokers or similar persons or organizations acting in the capacity of
underwriters, placement agents or wholesalers). If a portion of the initial
offering price of a Regular Certificate is allocable to interest that has
accrued prior to its date of issue, the issue price of such a Regular
Certificate includes that pre-issuance accrued interest.
If the Regular Certificates are determined to be issued with original
issue discount, a holder of a Regular Certificate must generally include the
original issue discount in ordinary gross income for federal income tax purposes
as it accrues in advance of the receipt of any cash attributable to such income.
The amount of original issue discount, if any, required to be included in a
Regular Certificateholder's ordinary gross income for federal income tax
purposes in any taxable year will be computed in accordance with Section 1272(a)
of the Code and the OID Regulations. Under such Section and the OID Regulations,
original issue discount accrues on a daily basis
38
<PAGE>
under a constant yield method that takes into account the compounding of
interest. The amount of original issue discount to be included in income by a
holder of a debt instrument, such as a Regular Certificate, under which
principal payments may be subject to acceleration because of prepayments of
other debt obligations securing such instruments, is computed by taking into
account the Prepayment Assumption. The Prospectus Supplement for each series of
Regular Certificates will specify the Prepayment Assumption to be used for the
purpose of determining the amount and rate of accrual of OID. No representation
is made that the Regular Certificates will prepay at the Prepayment Assumption
or at any other rate.
The amount of original issue discount included in income by a holder of a
Regular Certificate is the sum of the "daily portions" of the original issue
discount for each day during the taxable year on which the holder held the
Regular Certificate. The daily portions of original issue discount are
determined by allocating to each day in any "accrual period" a pro rata portion
of the excess, if any, of the same of (i) the present value of all remaining
payments to be made on the Regular Certificate as of the close of the "accrual
period" and (ii) the payments during the "accrual period" of amounts included in
the stated redemption price of the Regular Certificate over the "adjusted issue
price" of the Regular Certificate at the beginning of the "accrual period."
Generally, the "accrual period" for the Regular Certificates corresponds to the
intervals at which amounts are paid or compounded with respect to such Regular
Certificate, beginning with their date of issuance and ending with the maturity
date. The "adjusted issue price" of a Regular Certificate at the beginning of
any accrual period is the sum of the issue price and accrued original issue
discount for each prior accrual period reduced by the amount of payments other
than payments of qualified stated interest made during each prior accrual
period. The Code requires the present value of the remaining payments to be
determined on the bases of (a) the original yield to maturity (determined on the
basis of compounding at the close of each accrual period and properly adjusted
for the length of the accrual period), (b) events, including actual prepayments,
which have occurred before the close of the accrual period, and (c) the
assumption that the remaining payments will be made in accordance with the
original Prepayment Assumption. The effect of this method is to increase the
portions of original issue discount that a Regular Certificateholder must
include in income to take into account prepayments with respect to the Contracts
held by the Trust Fund that occur at a rate that exceeds the Prepayment
Assumption and to decrease (but not below zero for any period) the portions of
original issue discount that a Regular Certificateholder must include in income
to take into account prepayments with respect to the Contracts that occur at a
rate that is slower than the Prepayment Assumption. Although original issue
discount will be reported to Regular Certificateholders based on the Prepayment
Assumption, no representation is made to Regular Certificateholders that the
Contracts will be prepaid at that rate or at any other rate.
A subsequent purchaser of a Regular Certificate will also be required to
include in such purchaser's ordinary gross income for federal income tax
purposes the original issue discount, if any, accruing with respect to such
Regular Certificate. However, if the price paid exceeds the sum of the Regular
Certificate's issue price plus the aggregate amount of original issue discount
accrued with respect to the Regular Certificate, but does not equal or exceed
the outstanding principal amount of the Regular Certificate, the amount of
original issue discount to be accrued will be reduced in accordance with a
formula set forth in Section 1272(a)(7)(B) of the Code.
The Company believes, upon the advice of Brown & Wood LLP, special tax
counsel to the Company, that the holder of a Regular Certificate determined to
be issued with non-de minimis original issue discount will be required to
include the original issue discount in ordinary gross income for federal income
tax purposes computed in the manner described above. However, the OID
Regulations either do not address or are subject to varying interpretations with
respect to several issues concerning the computation of original issue discount
for obligations such as the Regular Certificates.
Variable Rate Regular Certificates. Regular Certificates may bear interest
at a variable rate. Under the OID Regulations, if a variable rate Regular
Certificate provides for qualified stated interest payments computed on the
basis of certain qualified floating rates or objective rates, then any original
issue discount on such a Regular Certificate is computed and accrued under the
same methodology that applies to Regular Certificates paying qualified stated
interest at a fixed rate. See the discussion above under "REMIC Series --
Original Issue Discount." Accordingly, if the issue price of such a Regular
Certificate is equal to its stated redemption price at maturity, the Regular
Certificate will not have any original issue discount.
For purposes of applying the original issue discount provisions of the
Code, all or a portion of the interest payable with respect to a variable rate
Regular Certificate may not be treated as qualified stated interest in certain
39
<PAGE>
circumstances, including the following: (i) if the variable rate of interest is
subject to one or more minimum or maximum rate floors or ceilings which are not
fixed throughout the term of the Regular Certificate and which are reasonably
expected as of the issue date to cause the rate in certain accrual periods to be
significantly higher or lower than the overall expected return on the Regular
Certificate determined without such floor or ceiling; or (ii) if it is
reasonably expected that the average value of the variable rate during the first
half of the term of the Regular Certificate will be either significantly less
than or significantly greater than the average value of the rate during the
final half of the term of the Regular Certificate. In these situations, as well
as others, it is unclear under the OID Regulations whether such interest
payments constitute qualified stated interest payments, or must be treated
either as part of a Regular Certificate's stated redemption price at maturity
resulting in original issue discount, or represent contingent payments. The
amended OID Regulations issued on June 11, 1996 generally require the accrual of
original issue discount on contingent payment debt instruments based on the
comparable yield of fixed rate debt instruments with similar terms and
conditions, followed by adjustments to reflect the differences between the
payments so projected and the actual contingent payments. Although the new rules
technically do not adequately address certain issues relevant to, or applicable
to, prepayable securities such as REMIC regular interests, in the absence of
other authority, the Servicer intends to be guided by certain principles of the
OID Regulations applicable to variable rate debt instruments in determining
whether such Certificates should be treated as issued with original issue
discount and in adapting the provisions of Section 1272(a)(6) of the Code to
such Certificates for the purpose of preparing reports furnished to
Certificateholders and the IRS. Investors acquiring Regular Certificates whose
rates are subject to the variations outlined above should consult their tax
advisors concerning their appropriate tax treatment.
If a variable rate Regular Certificate is deemed to have been issued with
original issue discount, as described above, the amount of original issue
discount accrues on a daily basis under a constant yield method that takes into
account the compounding of interest; provided, however, that the interest
associated with such a Regular Certificate generally is assumed to remain
constant throughout the term of the Regular Certificate at a rate that, in the
case of a qualified floating rate, equals the value of such qualified floating
rate as of the issue date of the Regular Certificate, or, in the case of an
objective rate, at a fixed rate that reflects the yield that is reasonably
expected for the Regular Certificate. A holder of such a Regular Certificate
would then recognize original issue discount during each accrual period which is
calculated based upon such Regular Certificate's assumed yield to maturity,
adjusted to reflect the difference between the assumed and actual interest rate.
Market Discount. Regular Certificates, whether or not issued with original
issue discount, will be subject to the market discount rules of the Code. A
purchaser of a Regular Certificate who purchases the Regular Certificate at a
market discount (i.e., a discount from its original issue price plus any accrued
original issue discount, if any, as described above) will be required to
recognize accrued market discount as ordinary income as payments of principal
are received on such Regular Certificate or upon the sale or exchange of the
Regular Certificate. In general, the holder of a Regular Certificate may elect
to treat market discount as accruing either (i) under a constant yield method
that is similar to the method for the accrual of original issue discount or (ii)
in proportion to accruals of original issue discount (or, if there is no
original issue discount, in proportion to accruals of stated interest), in each
case computed taking into account the Prepayment Assumption.
The Code provides that the market discount in respect of a Regular
Certificate will be considered to be zero if the amount allocable to the Regular
Certificate is less than 0.25% of the Regular Certificate's stated redemption
price at maturity multiplied by the number of complete years remaining to its
maturity after the holder acquired the obligation. If market discount is treated
as de minimis under this rule, the actual discount would be allocated among a
portion of each scheduled distribution representing the stated redemption price
of such Regular Certificate and that portion of the discount allocable to such
distribution would be reported as income when such distribution occurs or is
due.
The Code further provides that any principal payment with respect to a
Regular Certificate acquired with market discount or any gain on disposition of
such Regular Certificate shall be treated as ordinary income to the extent it
does not exceed the accrued market discount at the time of such payment. The
amount of accrued market discount for purposes of determining the amount of
ordinary income to be recognized with respect to subsequent payments on such a
Regular Certificate is to be reduced by the amount previously treated as
ordinary income.
The Code grants authority to the Treasury Department to issue regulations
providing for the computation of accrued market discount on debt instruments
such as the Regular Certificates. Until such time as regulations are
40
<PAGE>
issued, rules described in the legislative history for these provisions of the
Code will apply. Under those rules, as described above, the holder of a Regular
Certificate with market discount may elect to accrue market discount either on
the basis of a constant interest rate or according to certain other methods.
Certificateholders who acquire a Regular Certificate at a market discount should
consult their tax advisors concerning various methods which are available for
accruing that market discount.
In general, limitations imposed by the Code that are intended to match
deductions with the taxation of income may require a holder of a Regular
Certificate having market discount to defer a portion of the interest deductions
attributable to any indebtedness incurred or continued to purchase or carry such
Regular Certificate. Alternatively, a holder of a Regular Certificate may elect
to include market discount in gross income as it accrues and, if he makes such
an election, is exempt from this rule. The adjusted basis of a Regular
Certificate subject to such election will be increased to reflect market
discount included in gross income, thereby reducing any gain or increasing any
loss on a sale or taxable disposition.
Amortizable Premium. A holder of a Regular Certificate who holds the
Regular Certificate as a capital asset and who purchased the Regular Certificate
at a cost greater than its outstanding principal amount will be considered to
have purchased the Regular Certificate at a premium. In general, the Regular
Certificateholder may elect to deduct the amortizable bond premium as it accrues
under a constant yield method. A Regular Certificateholder's tax basis in the
Regular Certificate will be reduced by the amount of the amortizable bond
premium deducted. In addition, it appears that the same methods which apply to
the accrual of market discount on installment obligations are intended to apply
in computing the amortizable bond premium deduction with respect to a Regular
Certificate. It is not clear, however, (i) whether the alternatives to the
constant-yield method which may be available for the accrual of market discount
are available for amortizing premium on Regular Certificates and (ii) whether
the Prepayment Assumption should be taken into account in determining the term
of a Regular Certificate for this purpose. Certificateholders who pay a premium
for a Regular Certificate should consult their tax advisors concerning such an
election and rules for determining the method for amortizing bond premium.
On December 30, 1997 the IRS issued final regulations ("the Amortizable
Bond Premium Regulations") dealing with amortizable bond premium. These
regulations specifically do not apply to prepayable debt instruments subject to
Code Section 1272(a)(6) such as the Regular Certificates. Absent further
guidance from the IRS, the Trustee intends to account for amortizable bond
premium in the manner described above. Prospective purchasers of the
Certificates should consult their tax advisors regarding the possible
application of the Amortizable Bond Premium Regulations.
Gain or Loss on Disposition. If a Regular Certificate is sold, the seller
will recognize gain or loss equal to the difference between the amount realized
from the sale and the seller's adjusted basis in such Regular Certificate. The
adjusted basis generally will equal the cost of such Regular Certificate to the
seller, increased by any original issue discount included in the seller's
ordinary gross income with respect to such Regular Certificate and reduced (but
not below zero) by any payments on the Regular Certificate previously received
or accrued by the seller (other than qualified stated interest payment) and any
amortizable premium. Similarly, a Regular Certificateholder who receives a
principal payment with respect to a Regular Certificate will recognize gain or
loss equal to the difference between the amount of the payment and the holder's
allocable portion of his or her adjusted basis in the Regular Certificate.
Except as discussed below or with respect to market discount, any gain or loss
recognized upon a sale, exchange, retirement, or other disposition of a Regular
Certificate will be capital gain if the Regular Certificate is held as a capital
asset.
Gain from the disposition of a Regular Certificate that might otherwise be
capital gain, including any gain attributable to de minimis original issue
discount, will be treated as ordinary income to the extent of the excess, if
any, of (i) the amount that would have been included in the holder's income if
the yield on such Regular Certificate had equaled 110% of the applicable federal
rate determined as of the beginning of such holder's holding period, over (ii)
the amount of ordinary income actually recognized by the holder with respect to
such Regular Certificate.
If it is determined that the Company intended on the date of issue of the
Regular Certificates to call all or any portion of the Regular Certificates
prior to their stated maturity within the meaning of Section 1271(a)(2)(A) of
the Code, any gain realized upon a sale, exchange, retirement, or other
disposition of a Regular Certificate would be considered ordinary income to the
extent it does not exceed the unrecognized portion of the original issue
discount, if any, with respect to the Regular Certificate. The OID Regulations
provide that the intention to call rule will not
41
<PAGE>
be applied to mortgage-backed securities such as the Regular Certificates. In
addition, under the OID Regulations, a mandatory sinking fund or call option is
not evidence of an intention to call.
Taxation of Residual Interests. Generally, the "daily portions" of the
taxable income or net loss of a REMIC will be included as ordinary income or
loss in determining the taxable income of holders of Residual Certificates
("Residual Holders"), and will not be taxed separately to the REMIC. The daily
portions are determined by allocating the REMIC's taxable income or net loss for
each calendar quarter ratably to each day in such quarter and by allocating such
daily portion among the Residual Holders in proportion to their respective
holdings of Residual Certificates in the REMIC on such day.
REMIC taxable income is generally determined in the same manner as the
taxable income of an individual using the accrual method of accounting except
that (i) the limitation on deductibility of investment interest expense and
expenses for the production of income do not apply, (ii) all bad loans will be
deductible as business bad debts, and (iii) the limitation on the deductibility
of interest and expenses related to tax-exempt income will apply. REMIC taxable
income generally means a REMIC's gross income, including interest, original
issue discount income, and market discount income, if any, on the Contracts,
plus income on reinvestment of cash flows and reserve assets, minus deductions,
including interest and original issue discount expense on the Regular
Certificates, servicing fees on the Contracts, other administrative expenses of
a REMIC, and amortization of premium, if any, with respect to the Contracts.
The taxable income recognized by a Residual Holder in any taxable year
will be affected by, among other factors, the relationship between the timing of
interest, original issue discount or market discount income, or amortization of
premium with respect to the Contracts, on the one hand, and the timing of
deductions for interest (including original issue discount) on the Regular
Certificates, on the other hand. In the event that an interest in the Contracts
is acquired by a REMIC at a discount, and one or more of such Contracts is
prepaid, the Residual Holder may recognize taxable income without being entitled
to receive a corresponding cash distribution because (i) the prepayment may be
used in whole or in part to make distributions on Regular Certificates, and (ii)
the discount on the Contracts which is included in a REMIC's income may exceed
its deduction with respect to the distributions on those Regular Certificates.
When there is more than one class of Regular Certificates that receive payments
sequentially (i.e., a fast-pay, slow-pay structure), this mismatching of income
and deductions is particularly likely to occur in the early years following
issuance of the Regular Certificates, when distributions are being made in
respect of earlier classes of Regular Certificates to the extent that such
classes are not issued with substantial discount. If taxable income attributable
to such a mismatching is realized, in general, losses would be allowed in later
years as distributions on the later classes of Regular Certificates are made.
Taxable income may also be greater in earlier years than in later years as a
result of the fact that interest expense deductions, expressed as a percentage
of the outstanding principal amount of Regular Certificates, may increase over
time as distributions are made on the lower yielding classes of Regular
Certificates, whereas interest income with respect to any given Contract will
remain constant over time as a percentage of the outstanding principal amount of
that loan (assuming it bears interest at a fixed rate). Consequently, Residual
Holders must have sufficient other sources of cash to pay any federal, state, or
local income taxes due as a result of such mismatching, or such holders must
have unrelated deductions against which to offset such income, subject to the
discussion of "excess inclusions" below under "REMIC Series -- Limitations on
Offset or Exemption of REMIC Income." The mismatching of income and deductions
described in this paragraph, if present with respect to a series of
Certificates, may have a significant adverse effect upon the Residual Holder's
after-tax rate of return.
The amount of any net loss of a REMIC that may be taken into account by
the Residual Holder is limited to the adjusted basis of the Residual Certificate
as of the close of the quarter (or time of disposition of the Residual
Certificate if earlier), determined without taking into account the net loss for
the quarter. The initial adjusted basis of a purchaser of a Residual Certificate
is the amount paid for such Residual Certificate. Such adjusted basis will be
increased by the amount of taxable income of the REMIC reportable by the
Residual Holder and decreased by the amount of loss of the REMIC reportable by
the Residual Holder. A cash distribution from the REMIC also will reduce such
adjusted basis (but not below zero). Any loss that is disallowed on account of
this limitation may be carried over indefinitely by the Residual Holder for whom
such loss was disallowed and may be used by such Residual Holder only to offset
any income generated by the same REMIC.
42
<PAGE>
If a Residual Certificate has a negative value, it is not clear whether
its issue price would be considered to be zero or such negative amount for
purposes of determining the REMIC's basis in its assets. The REMIC Regulations
imply that residual interest cannot have a negative basis or a negative issue
price. However, the preamble to the REMIC Regulations indicates that, while
existing tax rules do not accommodate such concepts, the Service is considering
the tax treatment of these types of residual interests, including the proper tax
treatment of a payment made by the transferor of such residual interest to
induce the transferee to acquire that interest. Absent regulations or
administrative guidance to the contrary, the Company does not intend to treat a
class of Residual Certificates as having a value of less than zero for purposes
of determining the basis of the related REMIC in its assets.
Further, to the extent that the initial adjusted basis of a Residual
Holder(other than an original holder) in the Residual Certificate is greater
than the corresponding portion of the REMIC's basis in the Contracts, the
Residual Holder will not recover a portion of such basis until termination of
the REMIC unless Treasury Regulations yet to be issued provide for periodic
adjustments to the REMIC income otherwise reportable by such holder.
Treatment of Certain Items of REMIC Income and Expense. Generally, a
REMIC's deductions for original issue discount will be determined in the same
manner as original issue discount income on Regular Certificates as described
above under "REMIC Series -- Original Issue Discount" and "-- Variable Rate
Regular Certificates," without regard to the de minimis rule described therein.
The REMIC will have market discount income in respect of the Contracts if,
in general, the basis of the REMIC in such Contracts is exceeded by their unpaid
principal balances. The REMIC's basis in such Contracts is generally the fair
market value of the Contracts immediately after the transfer thereof to the
REMIC (which may equal a proportionate part of the aggregate fair market value
of the REMIC Certificates). In respect of the Contracts that have market
discount to which Code Section 1276 applies, the market discount income
generally should accrue in the manner described above under "REMIC Series --
Market Discount."
Generally, if the basis of a REMIC in the Contracts exceeds the unpaid
principal balances thereof, the REMIC will be considered to have acquired such
Contracts at a premium equal to the amount of such excess. As stated above, the
REMIC's basis in the Contracts is the fair market value of the Contracts
immediately after the transfer thereof to the REMIC. Generally, a person that
holds a Contract as a capital asset may elect to amortize premium on the
Contracts under a constant interest method. See the discussion under "REMIC
Series -- Amortizable Premium."
Limitations on Offset or Exemption of REMIC Income. If the aggregate value
of the Residual Certificates relative to the aggregate value of the Regular
Certificates and Residual Certificates is considered to be "significant," as
described below, then a portion (but not all) of the REMIC taxable income
included in determining the federal income tax liability of a Residual Holder
will be subject to special treatment. That portion, referred to as the "excess
inclusion," is equal to the excess of REMIC taxable income for the calendar
quarter allocable to a Residual Certificate over the daily accruals for such
quarterly period of (i) 120% of the long-term applicable Federal rate that would
have applied to the Residual Certificate (if it were a debt instrument) on the
Startup Day under Section 1274(d) of the Code, multiplied by (ii) the adjusted
issue price of such Residual Certificate at the beginning of such quarterly
period. For this purpose, the adjusted issue price of a Residual Certificate at
the beginning of a quarter is the issue price of the Residual Certificate, plus
the amount of such daily accruals of REMIC income described in this paragraph
for all prior quarters decreased by any distributions made with respect to such
Residual Certificate prior to the beginning of such quarterly period. The value
of the Residual Certificates would be significant in cases where the aggregate
issue price of the Residual Certificates is at least 2% of the aggregate issue
price of the Regular Certificates and Residual Certificates, and the anticipated
weighted average life of the Residual Certificates is at least 20% of the
anticipated weighted average life of the REMIC.
The portion of a Residual Holder's REMIC taxable income consisting of the
excess inclusions generally may not be offset by other deductions on such
Residual Holder's tax return, including net operating loss carry forwards.
Further, if the Residual Holder is an organization subject to the tax on
unrelated business income imposed by Section 511 of the Code, the Residual
Holder's excess inclusions will be treated an unrelated business taxable income
of such Residual Holder for purposes of Section 511. Finally, if a real estate
investment trust or regulated investment company owns a Residual Certificate, a
portion (allocated under Treasury Regulations yet to be issued) of dividends
paid by such real estate investment trust or regulated investment company could
not be offset by net operating losses of its shareholders, would constitute
unrelated business taxable income for tax-exempt shareholders, and would be
ineligible for reduction of withholding to certain persons who are not U.S.
persons.
43
<PAGE>
The Small Business Job Protection Act of 1996 has eliminated the special
rule permitting Section 593 institutions ("thrift institutions") to use net
operating losses and other allowable deductions to offset their excess inclusion
income from REMIC residual certificates that have "significant value" within the
meaning of the REMIC Regulations, effective for taxable years beginning after
December 31, 1995, except with respect to residual certificates continuously
held by a thrift institution since November 1, 1995.
In addition, the Small Business Job Protection Act of 1996 provides three
rules for determining the effect on excess inclusions on the alternative minimum
taxable income of a residual holder. 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
the 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. These rules are effective for tax years beginning after December 31,
1986, unless a residual holder elects to have such rules apply only to tax years
beginning after August 20, 1996.
Restrictions on Transfer of Residual Certificates. As described above
under "REMIC Series -- Qualification as a REMIC," an interest in a Residual
Certificate may not be transferred to a Disqualified Organization. If any legal
or beneficial interest in a Residual Certificate is, nonetheless, transferred to
a Disqualified Organization, a tax would be imposed in an amount equal to the
product of (i) the present value of the total anticipated excess inclusions with
respect to such Residual Certificate for periods after the transfer, and (ii)
the highest marginal federal income tax rate applicable to corporations. The
anticipated excess inclusions are based on actual prepayment experience to the
date of the transfer and projected payments based on the Prepayment Assumption.
The present value rate equals the applicable federal rate under Section 1274(d)
of the Code as of the date of the transfer for a term ending on the close of the
last quarter in which excess inclusions are expected to accrue. Such rate is
applied to the anticipated excess inclusions from the end of the remaining
calendar quarters in which they arise to the date of the transfer. Such a tax
generally would be imposed on the transferor of the Residual Certificate, except
that where such transfer is through an agent (including a broker, nominee, or
other middleman) for a Disqualified Organization, the tax would instead by
imposed on such agent. However, a transferor of a Residual Certificate would in
no event be liable for such tax with respect to a transfer if the transferee
furnishes to the transferor an affidavit, under penalties of perjury, that the
transferee is not a Disqualified Organization and, as of the time of the
transfer, the transferor does not have the actual knowledge that such affidavit
is false. The tax also may be waived by the Treasury Department if the
Disqualified Organization promptly disposes of the residual interest and the
transferor pays such amount of tax as the Treasury Department may require
(presumably, a corporate tax on the excess inclusion for the period the residual
interest is actually held by the Disqualified Organization).
In addition, if a "Pass-Through Entity" (as defined below) has excess
inclusion income with respect to a Residual Certificate during a taxable year
and a Disqualified Organization is the record holder of an equity interest in
such entity, then a tax is imposed on such entity equal to the product of (i)
the amount of excess inclusions on the Residual Certificate that are allocable
to the interest in the Pass-Through Entity during the period such interest is
held by such Disqualified Organization, and (ii) the highest marginal federal
income tax rate imposed on corporations. Such tax would be deductible from the
ordinary gross income of the Pass-Through Entity during the period such interest
is held by such Disqualified Organization, and (iii) the highest marginal
federal income tax rate imposed on corporations. Such tax would be deductible
from the ordinary gross income of the Pass-Through Entity for the taxable year.
The Pass-Through Entity would not be liable for such tax if it has received an
affidavit from such record holder that it is not a Disqualified Organization
and, during the period such person is the record holder of the Residual
Certificate, the Pass-Through Entity would not be liable for such tax if it has
received an affidavit from such record holder that it is not a Disqualified
Organization and, during the period such person is the record holder of the
Residual Certificate, the Pass-Through Entity does not have actual knowledge
that such affidavit is false.
For these purposes, a "Pass-Through Entity" means any regulated investment
company, real estate investment trust, common trust fund, partnership, trust or
estate and certain corporations operating on a cooperative basis. Except as may
be provided in Treasury Regulations, any person holding an interest in a
Pass-Through Entity as a nominee for another will, with respect to such
interest, be treated as a Pass-Through Entity.
44
<PAGE>
Noneconomic Residual Interests. The REMIC Regulations would disregard
certain transfers of Residual Certificates, in which case the transferor would
continue to be treated as the owner of the Residual Certificates and thus would
continue to be subject to tax on its allocable portion of the net income of the
REMIC. Under the REMIC Regulations, a transfer of a "noneconomic residual
interest" (as defined below) to a Residual Holder is disregarded for all federal
income tax purposes if a significant purpose of the transfer is to enable the
transferor to impede the assessment or collection of tax. A residual interest in
a REMIC (including a residual interest with a positive value at issuance) is a
"noneconomic residual interest" unless, at the time of transfer, (i) the present
value of the expected future distributions on the residual interest at least
equals the product of the present value of the anticipated excess inclusions and
the highest corporate income tax rate in effect for the year in which the
transfer occurs, and (ii) the transferor reasonably expects that the transferee
will receive distributions from the REMIC at or after the time at which taxes
accrue on the anticipated excess inclusions in an amount sufficient to satisfy
the accrued taxes. The anticipated excess inclusions and the present value rate
are determined in the same manner as set forth above. The REMIC Regulations
explain that a significant purpose to impede the assessment or collection of tax
exists if the transferor, at the time of the transfer, either knew or should
have known that the transferee would be unwilling or unable to pay taxes due on
its share of the taxable income of the REMIC. A safe harbor is provided if (i)
the transferor conducted, at the time of the transfer, a reasonable
investigation of the financial condition of the transferee and found that the
transferee had historically paid its debts as they came due and found no
significant evidence to indicate that the transferee 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 a non-economic
residual interest, the transferee may incur tax liabilities in excess of any
cash flows generated by the interest and that the transferee intends to pay
taxes associated with holding the residual interest as they become due. The
Pooling and Servicing Agreement with respect to each series of REMIC
Certificates will require the transferee of a Residual Certificate to certify to
the statements in clause (ii) of the preceding sentence as part of the affidavit
described above under "Restrictions on Transfer of Residual Certificates."
Mark-to-Market Rules. On December 23, 1996, the Service finalized
regulations (the "Mark-to-Market Regulations") relating to the requirement that
a securities dealer mark-to-market securities held for sale to customers. This
mark-to-market requirement applies to all securities owned by a dealer, except
to the extent that the dealer has specifically identified a security as held for
investment. The regulations provide that a REMIC residual interest acquired on
or after January 4, 1995, will not be considered a security for purposes of the
Mark-to-Market Regulations, and thus, such interests may not be marked to
market.
Sale or Exchange of a Residual Certificate. Upon the sale or exchange of a
Residual Certificate, the Residual Holder will recognize gain or loss equal to
the excess, if any, of the amount realized over the adjusted basis as described
above of such Residual Holder in such Residual Certificate at the time of the
sale or exchange. In addition to reporting the taxable income of the REMIC, a
Residual Holder will have taxable income to the extent that any cash
distribution to him from the REMIC exceeds such adjusted basis on that
Remittance Date. Such income will be treated as gain from the sale or exchange
of the Residual Certificate. It is possible that the termination of the REMIC
may be treated as a sale or exchange of a Residual Holder's Residual
Certificate, in which case, if the Residual Holder has an adjusted basis in his
Residual Certificate remaining when his interest in the REMIC terminates, and if
he holds such Residual Certificate as a capital asset, then he will recognize a
capital loss at that time in the amount of such remaining adjusted basis.
The Conference Committee Report to the Tax Reform Act of 1986 provides
that, except as provided in Treasury Regulations, the wash sale rules of Code
Section 1091 will apply to dispositions of Residual Certificates where the
seller of the Residual Certificate, during the period beginning six months
before the sale or disposition of the Residual Certificate and ending six months
after such sale or disposition, acquires (or enters into any other transaction
that results in the application of Code Section 1091) any residual interest in
any REMIC or any interest in a "taxable mortgage pool" (such as a non-REMIC
owner trust) that is economically comparable to a Residual Certificate.
Certain Other Taxes on the REMIC. The REMIC provisions of the Code impose
a 100% tax on any net income derived by a REMIC from certain prohibited
transactions, and prohibits deducting any loss with respect to such
transactions. Such transactions are: (i) any disposition of a qualified
mortgage, other than pursuant to the substitution of a qualified replacement
mortgage for a qualified mortgage (or the repurchase in lieu of substitution of
a defective obligation), a disposition incident to the foreclosure, default, or
imminent default of a mortgage, the
45
<PAGE>
bankruptcy or insolvency of the REMIC, or a qualified liquidation of the REMIC;
(ii) the receipt of income from assets other than qualified mortgages and
permitted investments; (iii) the receipt of compensation for services; and (iv)
the receipt of gain from the dispositions of cash flow investments. The REMIC
Regulations provide that the modification of the terms of a Contract occasioned
by default or a reasonably foreseeable default of the Contract, the assumption
of the Contract, the waiver of a due-on-sale clause or the conversion of an
interest rate by an Obligor pursuant to the terms of a convertible
adjustable-rate Contract will not be treated as a disposition of the Contract.
In the event that a REMIC holds Convertible ARM Loans which are convertible at
the option of the Obligor into fixed-rate, fully amortizing, level payment
Contracts, a sale of such Contracts by the REMIC pursuant to a purchase
agreement or other contract with the Company or other party, if and when the
Obligor elects to so convert the terms of the Contract, is not expected to
result in a prohibited transaction for the REMIC. The Code also imposes a 100%
tax on contributions to a REMIC made after the Startup Day, unless such
contributions are payments made to facilitate a cleanup call or a qualified
liquidation of the REMIC, payments in the nature of a guaranty, contributions
during the three-month period beginning on the Startup Day or contributions to a
qualified reserve fund of the REMIC by a holder of a residual interest in the
foreclosure property that the REMIC derives at the highest corporate rate on
certain net income from foreclosure property that the REMIC derives from the
management, sale, or disposition of any real property, or any personal property
incident thereto, acquired by the REMIC in connection with the default or
imminent default of a loan. Generally, it is not anticipated that a REMIC will
generate a significant amount of such income.
Liquidation of the REMIC. A REMIC may liquidate without the imposition of
entity-level tax only in a "qualified liquidation." A liquidation is considered
qualified if a REMIC adopts a plan of complete liquidation (which may be
accomplished by designating in the REMIC's final tax return a date on which such
adoption is deemed to occur) and sells all of its assets (other than cash)
within the ninety-day period beginning on the date of the adoption of the plan
of liquidation, provided that it distributes to holders of Regular or Residual
Certificates, on or before the last day of the ninety-day liquidation period,
all the proceeds of the liquidation (including all cash), less amounts retained
to meet claims.
Taxation of Certain Foreign Investors. For purposes of this discussion, a
"Foreign Holder" is a Certificateholder who holds a Regular Certificate and who
is not (i) a citizen or resident of the United States, (ii) a corporation,
partnership or other entity treated as a corporation or partnership for United
States federal income tax purposes, organized in or under the laws of the United
States, any state thereof or the District of Columbia (unless, in the case of a
partnership, Treasury regulations provide otherwise), (iii) an estate, the
income of which is included in gross income for United States tax purposes
regardless of its source, or (iv) a trust if a court within the United States is
able to exercise primary supervision of the administration of the trust and one
or more United States persons have the authority to control all substantial
decisions of the trust. Notwithstanding the preceding sentence, to the extent
provided in Treasury regulations, certain trusts in existence on August 20, 1996
and treated as United States persons prior to such date that elect to continue
to be treated as United States persons will not be considered Foreign Holders.
Unless the interest on a Regular Certificate is effectively connected with the
conduct by the Foreign Holder of a trade or business within the United States,
the Foreign Holder is not subject to federal income or withholding tax on
interest (or original issue discount, if any) on a Regular Certificate (subject
to possible backup withholding of tax, discussed below), provided the Foreign
Holder is not a controlled foreign corporation related to the Company and does
not own actually or constructively 10% or more of the voting stock of the
Company. To qualify for this tax exemption, the Foreign Holder will be required
to provide periodically a statement signed under penalties of perjury certifying
that the Foreign Holder meets the requirements for treatment as a Foreign Holder
and providing the Foreign Holder's name and address. The statement, which may be
made on a Form W-8 or substantially similar substitute form, generally must be
provided in the year a payment occurs or in either of the two preceding years.
This exemption may not apply to a Foreign Holder that owns both Regular
Certificates and Residual Certificates. If the interest on a Regular Certificate
is effectively connected with the conduct by a Foreign Holder of a trade or
business within the United States, then the Foreign Holder will be subject to
tax at regular graduated rates. Foreign Holders should consult their own
advisors regarding the specific tax consequences of their owning a Regular
Certificate.
New Withholding Regulations. On October 6, 1997, the Treasury Department
issued new regulations (the "New Regulations") which make certain modifications
to the withholding, backup withholding and information reporting rules described
above. The New Regulations attempt to unify certification requirements and
modify
46
<PAGE>
reliance standards. The New Regulations will generally 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.
Any gain recognized by a Foreign Holder upon a sale, retirement or other
taxable disposition of a Regular Certificate generally will not be subject to
United States federal income tax unless either (i) the Foreign Holder is a
non-resident alien individual who holds the Regular Certificate as a capital
asset and who is present in the United States for 183 days or more in the
taxable year of the disposition, or (ii) the gain is effectively connected with
the conduct by the Foreign Holder of a trade or business within the United
States.
A Regular Certificate will not be included in the estate of a Foreign
Holder who does not own actually or constructively 10% or more of the voting
stock of the Company.
Backup Withholding. Under certain circumstances, a REMIC Certificateholder
may be subject to "backup withholding" at a 31% rate. Backup withholding may
apply to a REMIC Certificateholder who is a United States person if the holder,
among other circumstances, fails to furnish his Social Security number or other
taxpayer identification number to the Trustee. Backup withholding may apply,
under certain circumstances, to a REMIC Certificateholder who is a Foreign
Holder if the REMIC Certificateholder fails to provide the Trustee or the REMIC
Certificateholder's securities broker with the statement necessary to establish
the exemption from federal income and withholding tax on interest on the REMIC
Certificates. Backup withholding, however, does not apply to payments on a
Certificate made to certain exempt recipients, such as corporations and
tax-exempt organizations, and to certain foreign persons. REMIC
Certificateholders should consult their tax advisors for additional information
concerning the potential application of backup withholding to payments received
by them with respect to a Certificate.
Reporting Requirements and Tax Administration. The Company will report
annually to the Service, holders of record of the Regular Certificates that are
not excepted from the reporting requirements and, to the extent required by the
Code, other interested parties, information with respect to the interest paid or
accrued on the Regular Certificates, original issue discount, if any, accruing
on the Regular Certificates and information necessary to compute the accrual of
any market discount or the amortization of any premium on the Regular
Certificates.
The Treasury Department has issued temporary regulations concerning
certain aspects of REMIC tax administration. Under those regulations, a Residual
Certificateholder must be designated as the REMIC's "tax matters person." The
tax matters person, generally, has responsibility for overseeing and providing
notice to the other Residual Certificateholders of certain administrative and
judicial proceedings regarding the REMIC's tax affairs. The Company will be
designated as tax matters person for each REMIC, and in conjunction with the
Trustee will act as the agent of the Residual Certificateholders in the
preparation and filing of the REMIC's federal and state income tax and other
information returns.
Grantor Trust Series
Tax Status of the Trust Fund. In the case of a Trust Fund evidenced by a
series or sub-series of Certificates, or a segregated portion thereof, with
respect to which a REMIC Election is not made ("Non-REMIC Certificates"), Brown
& Wood LLP, special tax counsel to the Company, will have advised the Company
that, in their opinion, each Contract Pool and the arrangement to be
administered by the Company under which the Trustee will hold and the Company
will be obligated to service the Contracts and pursuant to which Non-REMIC
Certificates will be issued to Non-REMIC Certificateholders will not be
classified as an association taxable as a corporation or a "taxable mortgage
pool," within the meaning of Code Section 7701(i), but rather will be classified
as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of
Subtitle A of the Code. Each Non-REMIC Certificateholder will be treated as the
owner of a pro rata undivided interest in the ordinary income and corpus
portions of the trust attributable to the Contract Pool in which its Certificate
evidences an ownership interest and will be considered the equitable owner of a
pro rata undivided interest in each of the Contracts included therein.
Tax Status of Non-REMIC Certificates. In general, (i) Certificates held by
a "domestic building and loan association" within the meaning of Section
7701(a)(19) of the Code may be considered to represent "qualifying real property
loans" within the meaning of Section 7701(a)(19)(C)(v) of the Code; and (ii)
Certificates held by a real estate investment trust may constitute "real estate
assets" within the meaning of Section 856(c)(5)(B) of the Code
47
<PAGE>
and interest thereon may be considered "interest on obligations secured by
mortgages on real property" within the meaning of Section 856(c)(3)(B) of the
Code. See the discussions of such Code provisions above under "REMIC Series Tax
Status of REMIC Certificates." Investors should review the related Prospectus
Supplement for the treatment of Non-REMIC Certificates and Contracts, if any,
under these Code sections and should, in addition, consult with their own tax
advisors with respect to these matters.
Tax Treatment of Non-REMIC Certificates. Non-REMIC Certificateholders will
be required to report on their federal income tax returns, and in a manner
consistent with their respective methods of accounting, their pro rata share of
the entire income arising from the Contracts comprising such Contract Pool,
including interest, original issue discount, if any, prepayment fees, assumption
fees, and late payment charges received by the Company, and any gain upon
disposition of such Contracts. (For purposes of this discussion, the term
"disposition," when used with respect to the Contracts, includes scheduled or
prepaid collections with respect to the Contracts, as well as the sale or
exchange of a Non-REMIC Certificate.) Non-REMIC Certificateholders will be
entitled under Section 162 or 212 of the Code to deduct their pro rata share of
related servicing fees, administrative and other non-interest expenses,
including assumption fees and late payment charges retained by the Company. An
individual, an estate, or a trust that holds a Non-REMIC Certificate either
directly or through a pass-through entity will be allowed to deduct such
expenses under Section 212 of the Code only to the extent that, in the Aggregate
and combined with certain other itemized deductions, they exceed 2% of the
adjusted gross income of the holder. In addition, Section 68 of the Code
provides that the amount of itemized deductions (including those provided for in
Section 212 of the Code) otherwise allowable for the taxable year for an
individual whose adjusted gross income exceeds a threshold amount specified in
the Code will be reduced by the lesser of (i) 3% of the excess of adjusted gross
income over the specified threshold amount or (ii) 80% of the amount of itemized
deductions otherwise allowable for such taxable year. To the extent that a
Non-REMIC Certificateholder is not permitted to deduct servicing fees allocable
to a Non-REMIC Certificate, the taxable income of the Non-REMIC
Certificateholder attributable to that Non-REMIC Certificate will exceed the net
cash distributions related to such income. Non-REMIC Certificateholders may
deduct any loss on disposition of the Contracts to the extent permitted under
the Code.
Under current Service interpretations of applicable Treasury Regulations
the Company would be able to sell or otherwise dispose of any subordinated
Non-REMIC Certificates. Accordingly, the Company expects to offer subordinated
Non-REMIC Certificates for sale to investors. In general, such subordination
should not affect the federal income tax treatment of either the subordinated or
senior Certificates. Holders of subordinated classes of Certificates should be
able to recognize any losses allocated to such class when and if losses are
realized.
To the extent that any of the Contracts comprising a Contract Pool were
originated on or after March 2, 1984 and under circumstances giving rise to
original issue discount, Certificateholders will be required to report annually
an amount of additional interest income attributable to such discount in such
Contracts prior to receipt of cash related to such discount. See the discussion
above under "REMIC Series -- Original Issue Discount." Similarly, Code
provisions concerning market discount and amortizable premium will apply to the
Contracts comprising a Contract Pool to the extent that the loans were
originated after July 18, 1984 and September 27, 1985, respectively. See the
discussions above under "REMIC Series -- Market Discount" and "REMIC Series --
Amortizable Premium."
It is not clear whether a reasonable prepayment assumption should be used
in computing amortization of premium allowable under Code Section 171 or in
computing the accrual of market discount for non-REMIC Certificates. However,
the use of a Prepayment Assumption is required for purposes of calculating OID
for tax years beginning after August 5, 1997, to pools of receivables the yield
on which may be affected by reason of prepayments. Previous legislative history
states that Congress intends that if a Prepayment Assumption would be used to
calculate OID then it should also be used to accrue market discount and amortize
bond premium. Because regulations have not yet been issued, it is impossible to
predict what effect those regulations might have on the tax treatment of a
Certificate purchased at a discount or premium in the secondary market.
Prospective investors are urged to consult their own tax advisors concerning the
tax treatment of a Certificate purchased at a discount or a premium.
If premium is not subject to amortization using a reasonable Prepayment
Assumption, the holder of a Certificate acquired at a premium should recognize a
loss, if a Contract repays in full, equal to the difference between the portion
of the prepaid principal amount of such Contract that is allocable to the
Certificate and the
48
<PAGE>
portion of the adjusted basis of the Certificate that is allocable to the
Contract. If a reasonable Prepayment Assumption is used to amortize such
premium, it appears that such a loss would be available, if at all, only if
prepayments have occurred at a rate faster than the reasonable assumed
prepayment rate. It is not clear whether any other adjustments would be required
to reflect the differences between an assumed prepayment rate and the actual
rate of prepayments. In addition, under recent legislation, amounts received on
the redemption of an obligation issued by a natural person are considered
received in exchange of such obligation if the debt obligation is purchased or
issued after June 8, 1997 (i.e., treated the same as obligations issued by
corporations). This change could affect the character of any such loss (e.g.,
cause the loss to be treated as capital if such assets are held as capital
assets by the taxpayer).
Stripped Non-REMIC Certificates. Certain classes of Non-REMIC Certificates
may be subject to the stripped bond rules of Section 1286 of the Code and for
purposes of this discussion will be referred to as "Stripped Certificates." In
general, a Stripped Certificate will be subject to the stripped bond rules where
there has been a separation of ownership of the right to receive some or all of
the principal payments on a Contract from ownership of the right to receive some
or all of the related interest payments. Non-REMIC Certificates will constitute
Stripped Certificates and will be subject to these rules under various
circumstances, including the following: (i) if any servicing compensation is
deemed to exceed a reasonable amount; (ii) if the Company or any other party
retains a Retained Yield with respect to the Contracts comprising a Contract
Pool; (iii) if two or more classes of Non-REMIC Certificates are issued
representing the right to non-pro rata percentages of the interest or principal
payments on the Contracts; or (iv) if Non-REMIC Certificates are issued which
represent the right to interest only payments or principal only payments.
Although not entirely clear, each Stripped Certificate should be
considered to be a single debt instrument issued on the day it is purchased for
purposes of calculating any original issue discount. Original issue discount
with respect to a Stripped Certificate, if any, must be included in ordinary
gross income for federal income tax purposes as it accrues in accordance with
the constant-yield method that takes into account the compounding of interest
and such accrual of income may be in advance of the receipt of any cash
attributable to such income. See "REMIC Series -- Original Issue Discount"
above. For purposes of applying the original issue discount provisions of the
Code, the issue price of a Stripped Certificate will be the purchase price paid
by each holder thereof and the stated redemption price at maturity may include
the aggregate amount of all payments to be made with respect to the Stripped
Certificate whether or not denominated as interest. The amount of original issue
discount with respect to a Stripped Certificate may be treated as zero under the
original issue discount de minimis rules described above. A purchaser of a
Stripped Certificate will be required to account for any discount on the
certificate as market discount rather than original issue discount if either (i)
the amount of original issue discount with respect to the certificate was
treated as zero under the original issue discount de minimis rule when the
certificate was stripped or (ii) no more than 100 basis points (including any
amount of servicing in excess of reasonable servicing) is stripped off of the
Contracts. See "REMIC Series -- Market Discount" above.
When an investor purchases more than one class of Stripped Certificates it
is currently unclear whether for federal income tax purposes such classes of
Stripped Certificates should be treated separately or aggregated for purposes of
applying the original issue discount rules described above.
It is possible that the Service may take a contrary position with respect
to some or all of the foregoing tax consequences. For example, a holder of a
Stripped Certificate may be treated as the owner of (i) as many stripped bonds
or stripped coupons as there are scheduled payments of principal and/or interest
on each Contract or (ii) a separate installment obligation for each Contract
representing the Stripped Certificate's pro rata share of price; and/or interest
payments to be made with respect thereto. As a result of these possible
alternative characterizations, investors should consult their own tax advisors
regarding the proper treatment of Stripped Certificates for federal income tax
purposes.
It is unclear under what circumstance, if any, the prepayment of Contracts
will give rise to a loss to the holder of a Stripped Bond Certificate purchased
at a premium or a Stripped Coupon Certificate. If such Certificate is treated as
a single instrument (rather than an interest in discrete contracts) and the
effect of prepayments is taken into account in computing yield with respect to
such Certificate, it appears that no loss will be available as a result of any
particular prepayment unless prepayments occur at a rate faster than the assumed
prepayment rate. However, if such Certificate is treated as an interest in
discrete Contracts, or if no prepayment assumption is used, then when
49
<PAGE>
a Contract is prepaid, the holder of such Certificate should be able to
recognize a loss equal to the portion of the unrecovered premium of such
Certificate that is allocable to such Contract. In addition, amounts received in
redemption for debt instruments issued by natural persons purchased or issued
after June 8, 1997 are treated as received in exchange thereof (i.e., treated
the same as obligations issued by corporations). This change could affect the
character of any loss. Holders of Stripped Bond Certificates and Stripped Coupon
Certificates are urged to consult with their own tax advisors regarding the
proper treatment of these Certificates for federal income tax purposes.
Gain or Loss on Disposition. Upon sale or exchange of a Non-REMIC
Certificate, a Non-REMIC Certificateholder will recognize gain or loss equal to
the difference between the amount realized in the sale and its aggregate
adjusted basis in the Contracts represented by the Non-REMIC Certificate.
Generally, the aggregate adjusted basis will equal the Non-REMIC
Certificateholder's cost for the Non-REMIC Certificate increased by the amount
of any previously reported gain with respect to the Non-REMIC Certificate and
decreased by the amount of any losses previously reported with respect to the
Non-REMIC Certificate and the amount of any distributions received thereon.
Except as provided above with respect to the original issue discount and market
discount rules, any such gain or loss would be capital gain or loss if the
Non-REMIC Certificate was held as a capital asset. See "REMIC Series -- Gain or
Loss on Disposition" above.
Recharacterization of Servicing Fees. The servicing compensation to be
received by the Servicer may be questioned by the Service with respect to
certain Certificates or Contracts as exceeding a reasonable fee for the services
being performed in exchange therefor, and a portion of such servicing
compensation could be recharacterized as an ownership interest retained by the
Servicer or other party in a portion of the interest payments to be made
pursuant to the Contracts. In this event, a Certificate might be treated as a
Stripped Certificate subject to the stripped bond rules of Section 1286 of the
Code and the original issue discount provisions rather than to the market
discount and premium rules. See the discussion above under "Non-REMIC Series --
Stripped Non-REMIC Certificates."
Tax Treatment of Certain Foreign Investors. Generally, interest or
original issue discount paid to or accruing for the benefit of a Non-REMIC
Certificateholder who is a Foreign Holder (as defined in "REMIC Series --
Taxation of Certain Foreign Investors") will be treated as "portfolio interest"
and therefore will be exempt from the 30% withholding tax. Such Non-REMIC
Certificateholder will be entitled to receive interest payments and original
issue discount on the Non-REMIC Certificates free of United States federal
income tax, but only to the extent the Contracts were originated after July 18,
1984 and provided that such Non-REMIC Certificateholder periodically provides
the Trustee (or other person who would otherwise be required to withhold tax)
with a statement certifying under penalty of perjury that such Non-REMIC
Certificateholder is a Foreign Holder and provides the name and address of such
Non-REMIC Certificateholder. For additional information concerning interest or
original issue discount paid by the Company to a Foreign Holder and the
treatment of a sale or exchange of a Non-REMIC Certificate by a Foreign Holder,
which will generally have the same tax consequences as the sale of a Regular
Certificate, see the discussion above under "REMIC Series -- Taxation of Certain
Foreign Investors". In addition, payments of interest or original issue discount
made to a Foreign Investor after December 31, 1999 will generally be subject to
the New Regulations. See discussion above under "REMIC Series -- New Withholding
Regulations."
Tax Administration and Reporting. The Company will furnish to each
Non-REMIC Certificateholder with each distribution a statement setting forth the
amount of such distribution allocable to principal and to interest. In addition,
the Company will furnish, within a reasonable time after the end of each
calendar year, to each Non-REMIC Certificateholder who was a Certificateholder
at any time during such year, information regarding the amount of servicing
compensation received by the Company and any sub-servicer and such other
customary factual information as the Company deems necessary or desirable to
enable Certificateholders to prepare their tax returns. Reports will be made
annually to the Service and to holders of record that are not expected from the
reporting requirements regarding information as may be required with respect to
interest and original issue discount, if any, with respect to the Non-REMIC
Certificates.
FASIT Securities
Qualification as a FASIT. In the case of a Trust Fund underlying a Series
(or one or more designated pools of assets held in the Trust Fund) for which a
REMIC election is not made, Brown & Wood LLP, special tax counsel to
50
<PAGE>
the Company may advise the Company that in their opinion, the Trust Fund will
qualify under the Code as a Financial Asset Securitization Investment Trust
("FASIT") in which the FASIT Regular Securities and the FASIT Ownership
Securities will constitute the "regular interests" and the "ownership
interests," respectively, if (i) a FASIT election is in effect, (ii) certain
tests concerning (A) the composition of the FASIT's assets and (B) the nature of
the Securityholders' interests in the FASIT are met on a continuing basis, and
(iii) the Trust Fund is not a regulated investment company as defined in Section
851(a) of the Code.
General. The FASIT provisions of the Code were enacted by the Small
Business Job Protection Act of 1996 and create a new elective statutory vehicle
for the issuance of mortgage-backed and asset-backed securities. Although the
FASIT provisions of the Code became effective on September 1, 1997, no Treasury
regulations or other administrative guidance have been issued with respect to
those provisions. Accordingly, definitive guidance cannot be provided with
respect to many aspects of the tax treatment of FASIT Securityholders. Investors
also should note that the FASIT discussion contained herein constitutes only a
summary of the federal income tax consequences to holders of FASIT Securities.
With respect to each Series of FASIT Securities, the related Prospectus
Supplement will provide a detailed discussion regarding the federal income tax
consequences associated with the particular transaction.
FASIT Securities will be classified as either FASIT Regular Securities,
which generally will be treated as debt for federal income tax purposes, or
FASIT Ownership Securities, which generally are not treated as debt for such
purposes, but rather as representing rights and responsibilities with respect to
the taxable income or loss of the related Series of FASIT Securities. The
Prospectus Supplement for each Series of Securities will indicate whether one or
more FASIT elections will be made for that Series and which Securities of such
Series will be designated as Regular Securities, and which, if any, will be
designated as Ownership Securities.
Asset Composition. In order for a Trust Fund (or one or more designated
pools of assets held by a Trust Fund) to be eligible for FASIT status,
substantially all of the assets of the Trust Fund (or the designated pool) must
consist of "permitted assets" as of the close of the third month beginning after
the closing date and at all times thereafter (the "FASIT Qualification Test").
Permitted assets include (i) cash or cash equivalents, (ii) debt instruments
with fixed terms that would qualify as REMIC regular interests if issued by a
REMIC (generally, instruments that provide for interest at a fixed rate, a
qualifying variable rate, or a qualifying interest-only ("IO") type rate, (iii)
foreclosure property, (iv) certain hedging instruments (generally, interest and
currency rate swaps and credit enhancement contracts) that are reasonably
required to guarantee or hedge against the FASIT's risks associated with being
the obligor on FASIT interests, (v) contract rights to acquire qualifying debt
instruments or qualifying hedging instruments, (vi) FASIT regular interests, and
(vii) REMIC regular interests. Permitted assets do not include any debt
instruments issued by the holder of the FASIT's ownership interest or by any
person related to such holder.
Interests in a FASIT. In addition to the foregoing asset qualification
requirements, the interests in a FASIT also must meet certain requirements. All
of the interests in a FASIT must belong to either of the following: (i) one or
more classes of regular interests or (ii) a single class of ownership interest
that is held by a fully taxable domestic C corporation. In the case of Series
that include FASIT Ownership Securities, the ownership interest will be
represented by the FASIT Ownership Securities.
A FASIT interest generally qualifies as a regular interest if (i) it is
designated as a regular interest, (ii) it has a stated maturity not greater than
thirty years, (iii) it entitles its holder to a specified principal amount, (iv)
the issue price of the interest does not exceed 125% of its stated principal
amount, (v) the yield to maturity of the interest is less than the applicable
Treasury rate published by the Service plus 5%, and (vi) if it pays interest,
such interest is payable at either (a) a fixed rate with respect to the
principal amount of the regular interest or (b) a permissible variable rate with
respect to such principal amount. Permissible variable rates for FASIT regular
interests are the same as those for REMIC regular interests (i.e., certain
qualified floating rates and weighted average rates). See "Certain Federal
Income Tax Consequences -- REMIC Series -- Original Issue Discount" and "--
Variable Rate Regular Certificates" herein.
If a FASIT Security fails to meet one or more of the requirements set out
in clauses (iii), (iv), or (v), but otherwise meets the above requirements, it
may still qualify as a type of regular interest known as a "High-Yield
Interest." In addition, if a FASIT Security fails to meet the requirement of
clause (vi), but the interest payable on the Security consists of a specified
portion of the interest payments on permitted assets and that portion does not
vary over the life of the Security, the Security also will qualify as a
High-Yield Interest. A High-Yield Interest may
51
<PAGE>
be held only by domestic C corporations that are fully subject to corporate
income tax ("Eligible Corporations"), other FASITs, and dealers in securities
who acquire such interests as inventory, rather than for investment. In
addition, holders of High-Yield Interests are subject to limitations on
offseting income derived from such interest. See "Certain Federal Income Tax
Consequences -- FASIT Securities -- Tax Treatment of FASIT Regular Securities --
Treatment of High-Yield Interests."
Consequences of Disqualification. If a Series of FASIT Securities fails to
comply with one or more of the Code's ongoing requirements for FASIT status
during any taxable year, the Code provides that its FASIT status may be lost for
that year and thereafter. If FASIT status is lost, the treatment of the former
FASIT and the interests therein for federal income tax purposes is uncertain.
The former FASIT might be treated as a grantor trust, as a separate association
taxable as a corporation, or as a partnership. The FASIT Regular Securities
could be treated as debt instruments for federal income tax purposes or as
equity interests. Although the Code authorizes the Treasury to issue regulations
that address situations where a failure to meet the requirements for FASIT
status occurs inadvertently and in good faith, such regulations have not yet
been issued. It is possible that disqualification relief might be accompanied by
sanctions, such as the imposition of a corporate tax on all or a portion of the
FASIT's income for the period of time in which the requirements for FASIT status
are not satisfied.
Tax Treatment of FASIT Regular Securities. Payments received by holders of
FASIT Regular Securities generally should be accorded the same tax treatment
under the Code as payments received on other taxable corporate debt instruments
and on REMIC Regular Securities. As in the case of holders of REMIC Regular
Securities, holders of FASIT Regular Securities must report income from such
Securities under an accrual method of accounting, even if they otherwise would
have used the cash receipts and disbursements method. Except in the case of
FASIT Regular Securities issued with original issue discount or acquired with
market discount or premium, interest paid or accrued on a FASIT Regular Security
generally will be treated as ordinary income to the Securityholder and a
principal payment on such Security will be treated as a return of capital to the
extent that the Securityholder's basis is allocable to that payment. FASIT
Regular Securities issued with original issue discount or acquired with market
discount or premium generally will treat interest and principal payments on such
Securities in the same manner described for REMIC Regular Securities. See
"Certain Federal Income Tax Consequences -- REMIC Series -- Original Issue
Discount," "-- Market Discount," and "-- Amortizable Premium" above. High-Yield
Securities may be held only by fully taxable domestic C corporations, other
FASITs, and certain securities dealers. Holders of High-Yield Securities are
subject to limitations on their ability to use current losses or net operating
loss carryforwards or carrybacks to offset any income derived from those
Securities.
If a FASIT Regular Security is sold, the Securityholder generally will
recognize gain or loss upon the sale in the manner described above for REMIC
Regular Securities. See "Certain Federal Income Tax Consequences -- REMIC Series
-- Gain or Loss on Disposition."
FASIT Regular Securities held by a REIT will qualify as "real estate
assets" within the meaning of section 856(c)(5)(B) of the Code, and interest on
such Securities will be considered Qualifying REIT Interest to the same extent
that REMIC Securities would be so considered. See "Certain Federal Income Tax
Consequences -- REMIC Series -- Tax Status of REMIC Certificates" herein. FASIT
Regular Securities held by a Thrift Institution taxed as a "domestic building
and loan association" will represent qualifying assets for purposes of the
qualification requirements set forth in Code Section 7701(a)(19) to the same
extent that REMIC Securities would be so considered. See "Certain Federal Income
Tax Consequences -- REMIC -- Series Tax Status of REMIC Certificates." In
addition, FASIT Regular Securities held by a financial institution to which
Section 585 of the Code applies will be treated as evidences of indebtedness for
purposes of Section 582(c)(1) of the Code. FASIT Securities will not qualify as
"Government securities" for either REIT or RIC qualification purposes.
Treatment of High-Yield Interests. High-Yield Interests are subject to
special rules regarding the eligibility of holders of such interests, and the
ability of such holders to offset income derived from their FASIT Security with
losses. High-Yield Interests may be held only by Eligible Corporations, other
FASITs, and dealers in securities who acquire such interests as inventory. If a
securities dealer (other than an Eligible Corporation) initially acquires a
High-Yield Interest as inventory, but later begins to hold it for investment,
the dealer will be subject to an excise tax equal to the income from the
High-Yield Interest multiplied by the highest corporate income tax rate. In
addition, transfers of High-Yield Interests to disqualified holders will be
disregarded for federal income tax purposes, and the transferor still will be
treated as the holder of the High-Yield Interest.
52
<PAGE>
The holder of a High-Yield Interest may not use non-FASIT current losses
or net operating loss carryforwards or carrybacks to offset any income derived
from the High-Yield Interest, for either regular federal income tax purposes or
for alternative minimum tax purposes. In addition, the FASIT provisions contain
an anti-abuse rule that imposes corporate income tax on income derived from a
FASIT Regular Security that is held by a pass-through entity (other than another
FASIT) that issues debt or equity securities backed by the FASIT Regular
Security and that have the same features as High-Yield Interests.
Tax Treatment of FASIT Ownership Securities. A FASIT Ownership Security
represents the residual equity interest in a FASIT. As such, the holder of a
FASIT Ownership Security determines its taxable income by taking into account
all assets, liabilities, and items of income, gain, deduction, loss, and credit
of a FASIT. In general, the character of the income to the holder of a FASIT
Ownership Interest will be the same as the character of such income to the
FASIT, except that any tax-exempt interest income taken into account by the
holder of a FASIT Ownership Interest is treated as ordinary income. In
determining taxable income, the holder of a FASIT Ownership Security must
determine the amount of interest, original issue discount, market discount, and
premium recognized with respect to the FASIT's assets and the FASIT Regular
Securities issued by the FASIT according to a constant yield methodology and
under an accrual method of accounting. In addition, holders of FASIT Ownership
Securities are subject to the same limitations on their ability to use losses to
offset income from their FASIT Security as are the holders of High-Yield
Interests. See "Certain Federal Income Tax Consequences -- FASIT Securities --
Tax Treatment of FASIT Regular Securities -- Treatment of High-Yield Interests."
Rules similar to the wash sale rules applicable to REMIC Residual
Securities also will apply to FASIT Ownership Securities. Accordingly, losses on
dispositions of a FASIT Ownership Security generally will be disallowed where,
within six months before or after the disposition, the seller of such Security
acquires any other FASIT Ownership Security or, in the case of a FASIT holding
mortgage assets, any interest in a Taxable Mortgage Pool, that is economically
comparable to a FASIT Ownership Security. In addition, if any security that is
sold or contributed to a FASIT by the holder of the related FASIT Ownership
Security was required to be marked-to-market under Code section 475 by such
holder, then section 475 will continue to apply to such securities, except that
the amount realized under the mark-to-market rules will be the greater of the
securities' value under present law or the securities' value after applying
special valuation rules contained in the FASIT provisions. Those special
valuation rules generally require that the value of debt instruments that are
not traded on an established securities market be determined by calculating the
present value of the reasonably expected payments under the instrument using a
discount rate of 120% of the applicable Federal rate, compounded semiannually.
The holder of a FASIT Ownership Security will be subject to a tax equal to
100% of the net income derived by the FASIT from any "prohibited transactions."
Prohibited transactions include (i) the receipt of income derived from assets
that are not permitted assets, (ii) certain dispositions of permitted assets,
(iii) the receipt of any income derived from any loan originated by a FASIT, and
(iv) in certain cases, the receipt of income representing a servicing fee or
other compensation. Any Series for which a FASIT election is made generally will
be structured in order to avoid application of the prohibited transaction tax.
Withholding, Backup Withholding, Reporting and Tax Administration to
Withholding and Backup Withholding. Holders of FASIT Securities will be subject
to withholding and backup withholding to the same extent holders of REMIC
Securities would be subject. See "Certain Federal Income Tax Consequences --
REMIC Series -- Backup Withholding" and "Certain Federal Income Tax Consequences
-- REMIC Series -- New Withholding Regulations." For purposes of reporting and
tax administration, holders of record of FASIT Securities generally will be
treated in the same manner as holders of REMIC Securities. See "Certain Federal
Income Tax Consequences -- REMIC Series -- Reporting Requirements and Tax
Administration" above. Prospective investors should be aware than on October 6,
1997, the Treasury Department issued new regulations regarding withholding,
backup withholding, and information reporting. Such regulations are further
discussed at "Certain Federal Income Tax Consequences -- REMIC Series -- New
Withholding Regulations."
STATE AND LOCAL TAX CONSIDERATIONS
No advice has been received as to local income, franchise, personal
property, or other taxation in any state or locality, or as to the tax effect of
ownership of Certificates in any state or locality. Certificateholders are
advised to consult their own tax advisors with respect to any state or local
income, franchise, personal property, or other tax consequences arising out of
their ownership of Certificates.
53
<PAGE>
LEGAL INVESTMENT CONSIDERATIONS
Unless otherwise specified in the applicable Prospectus Supplement, any
Certificates offered hereby that are rated in one of the two highest rating
categories by at least one nationally recognized statistical rating organization
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 as, under applicable law,
obligations issued by or guaranteed as to principal and interest by the United
States or any such entities. Under SMMEA, certain states have created
legislation specifically limiting the legal investment authority of any such
entities with respect to "mortgage related securities," in which case such
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.
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 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. 24
(Seventh), subject in each case to such regulations as the applicable federal
regulatory authority may prescribe.
Some Classes of Certificates offered hereby may not be rated in one of the
two highest rating categories, or may not otherwise satisfy the requirements of
SMMEA, and thus would not constitute "mortgage related securities" for purposes
of SMMEA.
The Federal Financial Institutions Examination Council, The Federal
Deposit Insurance Corporation, the Office of Thrift Supervision, the Office of
the Comptroller of the Currency and the National Credit Union Administration
have proposed or adopted guidelines regarding investment in various types of
mortgage-backed securities. In addition, certain state regulators have taken
positions that may prohibit regulated institutions subject to their jurisdiction
from holding securities representing residual interest, including securities
previously purchased. There may be other restrictions on the ability of certain
investors, including depository institutions, either to purchase Certificates or
to purchase Certificates representing more than a specified percentage of the
investor's assets. Investors should consult their own legal advisors in
determining whether and to what extent the Certificates constitute legal
investments for such investors.
RATINGS
It is a condition precedent to the issuance of any Class of Certificates
sold under this Prospectus that they be rated by at least one nationally
recognized statistical rating organization in one of its four highest rating
categories (within which there may be sub-categories or gradations indicating
relative standing). 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. The security rating of any Series of Certificates
should be evaluated independently of similar security ratings assigned to other
kinds of securities.
Ratings of the Certificates address the likelihood of the ultimate receipt
of all distributions on the contracts by the related certificateholders under
the agreements pursuant to which such certificates are issued. The ratings take
into consideration the credit quality of the related contract pool, including
any credit support providers, structural and legal aspects associated with such
certificates, and the extent to which payment stream on such contract pool is
adequate to make payments required by such certificates. The ratings on such
certificates do not, however, constitute a statement regarding frequency of
prepayments on the related contracts.
54
<PAGE>
UNDERWRITING
The Company may sell Certificates of each Series to or through
underwriters (the "Underwriters") by a negotiated firm commitment underwriting
and public reoffering by the Underwriters, and also may sell and place
Certificates directly to other purchasers or through agents. The Company intends
that Certificates will be offered through such various methods from time to time
and that offerings may be made concurrently through more than one of these
methods or that an offering of a particular Series of Certificates may be made
through a combination of such methods.
The distribution of the Certificates may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of the Certificates, Underwriters may receive
compensation from the Company or from purchasers of Certificates for whom they
may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell the Certificates of a Series to or through dealers and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the Underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of the Certificates of a Series may be deemed to be
Underwriters, and any discounts or commissions received by them from the Company
and any profit on the resale of the Certificates by them may be deemed to be
underwriting discounts and commissions, under the Securities Act of 1933, as
amended (the "Act"). Any such Underwriters or agents will be identified, and any
such compensation received from the Company will be described, in the Prospectus
Supplement.
Under agreements which may be entered into by the Company, Underwriters
and agents who participate in the distribution of the Certificates may be
entitled to indemnification by the Company against certain liabilities,
concluding liabilities under the Act.
The Company may authorize Underwriters or other persons acting as the
Company's agents to solicit offers by certain institutions to purchase the
Certificates from the Company pursuant to contracts providing for payment and
delivery on a future date. Institutions with which such contracts may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational charitable institutions and others, but in all
cases such institutions must be approved by the Company. The obligation of any
purchaser under any such contract will be subject to the condition that the
purchaser of the offered Certificates shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is subject
from purchasing such Certificates. The Underwriters and such other agents will
not have responsibility in respect of the validity or performance of such
contracts.
The Underwriters may, from time to time, buy and sell Certificates, but
there can be no assurance that an active secondary market will develop and there
is no assurance that any such market, if established, will continue.
Certain of the Underwriters and their associates may engage in
transactions with and perform services for the Company in the ordinary course of
business.
LEGAL MATTERS
The validity of the Certificates will be passed upon for the Company by
Boult, Cummings, Conners & Berry, PLC. The material federal income tax
consequences of the Certificates will be passed upon for the Company by Brown &
Wood LLP, New York, New York.
EXPERTS
The consolidated financial statements of CHI as of June 30, 1998 and 1999
and for each of the three years in the period ended June 30, 1999, incorporated
by reference herein, have been incorporated herein in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.
55
<PAGE>
GLOSSARY
There follows abbreviated definitions of certain capitalized terms used in
this Prospectus and the Prospectus Supplement. The Agreement may contain a more
complete definition of certain of the terms defined herein and reference should
be made to the Agreement for a more complete definition of all such terms.
"Advances" means the advances made by a Servicer (including from advances
made by a Sub-servicer) on any Remittance Date pursuant to an Agreement.
"Agreement" means each Pooling and Servicing Agreement by and among the
Company, the Trustee, the Servicer and any other party specified in the related
Prospectus Supplement.
"APR" means, with respect to any Contract and any time, the per annum rate
of interest then being borne by such Contract, as set forth on the face thereof.
"Available Distribution Amount" means, with respect to each Series of
Certificates, certain amounts on deposit in the Certificate Account on a
Determination Date.
"Certificate Account" means the account maintained by the Servicer or the
Trustee, as specified in the related Prospectus Supplement.
"Certificate Distribution Amount" means with respect to a Series of
Certificates evidencing an interest in a Contract Pool the amount of interest
(calculated as specified in such Prospectus Supplement) and the amount of
Principal (calculated as specified in such Prospectus Supplement) to be
distributed to Certificateholders on each Remittance Date.
"Certificates" means the Manufactured Housing Contract Pass-Through
Certificates issued pursuant to an Agreement.
"CHI" means Clayton Homes, Inc.
"Code" means the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder.
"Company" means Vanderbilt (as defined below) or, if specified in the
related Prospectus Supplement, a limited purpose finance subsidiary of
Vanderbilt organized and established by Vanderbilt.
"Compound Interest Certificates" means Certificates on which interest may
accrue but not be paid for the period described in the related Prospectus
Supplement.
"Contract Pool" means, with respect to each Series of Certificate, the
pool of manufactured housing conditional sales contracts and installment loan
agreements transferred by the Company to the Trustee.
"Contract Rate" means, with respect to each Contract, the interest rate
specified in the Contract.
"Contracts" means manufactured housing installment sales contracts,
installment loan agreements and (unless the context requires otherwise) Mortgage
Loans, including any and all rights to receive payments due thereunder on and
after the Cut-off Date and security interest in Manufactured Homes and/or
mortgaged properties purchased with the proceeds of such contracts.
"Cut-off Date" means the date specified in the related Prospectus
Supplement as the date from which principal and interest payments on the
Contracts are included in the Trust Fund.
"Determination Date" means, unless otherwise specified in the related
Prospectus Supplement, the third Business Day immediately preceding the related
Remittance Date.
"Due Period" means, unless otherwise provided in a related Prospectus
Supplement, with respect to any Remittance Date, the period beginning on the
26th day of the second month preceding the month of the Remittance Date and
ending on the 25th day of the month preceding the month of the Remittance Date.
"Eligible Investments" means one or more of the investments specified in
the Agreement in which moneys in the Certificate Account and certain other
accounts are permitted to be invested.
"FDIC" means the Federal Deposit Insurance Corporation.
56
<PAGE>
"FHA" means the Federal Housing Administration.
"Final Scheduled Remittance Date" means, with respect to a Series of
Certificates providing for sequential distributions in reduction of the Stated
Balance of the Classes of each Series, the date, based on the assumptions set
forth in the related Prospectus Supplement, on which the Stated Balance of all
Certificates of each Class shall have been reduced to zero.
"HUD" means the United States Department of Housing and Urban Development.
"Interest Rate" means, with respect to a Series of Certificates providing
for sequential distributions in reduction of the Stated Balance of the Classes
of such Series, the interest payable on the Principal Balance outstanding of
each such Class.
"Liquidation Proceeds" means cash (including insurance proceeds) received
in connection with the repossession of a Manufactured Home.
"Loan-to-Value Ratio" means the loan-to-value ratio at the time of
origination of the Contract.
"Manufactured Home" means a unit of manufactured housing, including all
accessions thereto, securing the indebtedness of the Obligor under the related
Contract.
"Modular Home" means a unit of manufactured housing that does not meet the
requirements of a "manufactured home" under 42 United States Code, Section
5402(6), and which is further defined in a related Prospectus Supplement.
"Monthly Payment" means the scheduled monthly payment of principal and
interest on a Contract.
"Obligor" means each person who is indebted under a Contract or who has
acquired a Manufactured Home subject to a Contract.
"Record Date" means the date specified in the related Prospectus
Supplement for the list of Certificateholders entitled to distributions on the
Certificates.
"REMIC" means a "real estate mortgage investment conduit" as defined in
the Code.
"Remittance Date" means the date specified in the related Prospectus
Supplement for payments on the Certificates.
"Remittance Rate" means, as to a Certificate, the rate or rates of
interest thereon specified in the related Prospectus Supplement.
"Seller" means, with respect to a Series of Certificates evidencing
interest in Contracts, the Seller specified in the Prospectus Supplement.
"Senior Certificates" means, with respect to each Series of Certificates,
the Class or Classes which have rights senior to another Class or Classes in
such Series.
"Servicer" means Vanderbilt Mortgage and Finance, Inc., or such other
entity as specified in the related Prospectus Supplement.
"Servicing Fee" means the amount of the annual fee paid to the Servicer or
the Trustee as specified in the related Prospectus Supplement.
"Single Certificate" means, for each Class of Certificates of any Series,
the initial principal amount of Contracts evidenced by a single Certificate of
such Class.
"Stated Balance" means, with respect to a Series of Certificates providing
for sequential distributions in reduction of Stated Balance of the Classes of
such Series, the maximum specified dollars amount (exclusive of interest at the
related Interest Rate) to which the Holder thereof is entitled from the cash
flow of the Trust Fund.
"Subordinated Certificates" means, with respect to each Series of
Certificates, the Class or Classes with rights subordinate to another Class or
Classes of such Series.
57
<PAGE>
"Trust Fund" means, with respect to each Series of Certificates, the
corpus of the trust created by the related Agreement, to the extent described in
such Agreement, consisting of, among other things, Contracts, such assets as
shall from time to time be identified as deposited in the Certificate Account,
the Manufactured Home which secured a Contract, insurance, a reserve fund and
other forms of credit enhancement, if any.
"Trustee" means the Trustee for a Series of Certificates specified in the
related Prospectus Supplement.
"VA" means the Veterans' Administration.
"Vanderbilt" means Vanderbilt Mortgage and Finance, Inc.
"Variable Rate Regular Certificates" means Certificates which evidence the
right to receive distributions of income at a variable Remittance Rate.
58
<PAGE>
$264,521,059
(Approximate)
Vanderbilt Mortgage and Finance, Inc.
Seller and Servicer
Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 2000-C
----------
PROSPECTUS SUPPLEMENT
----------
Credit Suisse First Boston
Prudential Securities
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not authorized anyone to provide you with different information.
We are not offering the Series 2000-C Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates in any state where the offer is not
permitted.
We do not claim that the information in this prospectus supplement and
prospectus is accurate as of any date other than the dates stated on the
respective covers.
Dealers will deliver a prospectus supplement and prospectus when acting as
underwriters of the Series 2000-C Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates and with respect to their unsold
allotments or subscriptions. In addition, all dealers selling the Series 2000-C
Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates will
be required to deliver a prospectus supplement and prospectus for ninety days
following the date of this prospectus supplement.
August 16, 2000
