<PAGE> 1
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-11623
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* *
* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may not *
* be sold nor may offers to buy be accepted prior to the delivery of *
* the final prospectus supplement. This prospectus supplement and the *
* accompanying prospectus shall not constitute an offer to sell or the *
* solicitation of an offer to buy nor shall there be any sale of these *
* securities in any State in which such offer, solicitation or sale *
* would be unlawful prior to registration or qualification under the *
* securities laws of any such State. *
* *
***************************************************************************
SUBJECT TO COMPLETION, DATED SEPTEMBER 18, 1996
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 18, 1996)
$888,002,000
CS First Boston Mortgage Securities Corp.,
Depositor
Ford Consumer Finance Company, Inc.,
Seller and Servicer and
a wholly owned subsidiary of
(LOGO) Associates Corporation of North America
Associates Manufactured Housing Contract Pass-Through Certificates, Series
1996-1
------------------
<TABLE>
<S> <C>
$215,000,000 % Class A-1 $183,573,000 % Class A-5
$147,000,000 % Class A-2 $ 64,414,000 % Class M*
$137,000,000 % Class A-3 $ 69,015,000 % Class B-1*
$ 72,000,000 % Class A-4
</TABLE>
(Principal and interest payable on the fifteenth day of each month, beginning in
October 1996)
The Associates Manufactured Housing Contract Pass-Through Certificates, Series
1996-1 (the "Certificates") will represent beneficial interests in a trust
(the "Trust"), the assets of which will consist primarily of manufactured
housing installment sales contracts and installment loan agreements (the
"Contracts") originated or purchased by Ford Consumer Finance Company,
Inc. ("FCFC") in the ordinary course of its business and conveyed,
together with certain related property described herein, by FCFC
to CS First Boston Mortgage Securities Corp. (the "Depositor")
and then conveyed by the Depositor to the Trust. The Trust
will be created and the Certificates will be issued
pursuant to a Pooling and Servicing Agreement (the
"Agreement") among the Depositor, FCFC and The
Chase Manhattan Bank, as Trustee. See "
Description of the Certificates."
(Continued on next page)
------------------
PROSPECTIVE INVESTORS SHOULD CONSIDER THE INFORMATION SET FORTH UNDER "RISK
FACTORS"
HEREIN ON PAGE S-13 AND PAGE 16 OF THE ACCOMPANYING PROSPECTUS.
------------------
THE OFFERED CERTIFICATES WILL NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF CS
FIRST BOSTON MORTGAGE SECURITIES CORP., THE TRUSTEE, FCFC, ASSOCIATES
CORPORATION OF NORTH AMERICA, THE SERVICER OR ANY OF THEIR
RESPECTIVE AFFILIATES. THE OFFERED CERTIFICATES WILL NOT
BE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PARTY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to the
Public(1) Discount Depositor(1)(2)
------------------ ------------------------------------
<S> <C> <C> <C>
Class A-1 Certificates........................... % % %
Class A-2 Certificates........................... % % %
Class A-3 Certificates........................... % % %
Class A-4 Certificates........................... % % %
Class A-5 Certificates........................... % % %
Class M Certificates............................. % % %
Class B-1 Certificates........................... % % %
Total............................................ $ $ $
</TABLE>
(1) Plus accrued interest, if any, at the applicable Pass-Through Rate from the
date of initial issuance.
(2) Before deducting expenses payable by the Depositor, estimated to be
$ .
- ---------------
* Pass-Through Rate subject to adjustment as described herein.
------------------
The Offered Certificates are offered by the Underwriters when, as and if
delivered to and accepted by the Underwriters, subject to prior sale, withdrawal
or modification of the offer without notice, the approval of counsel and other
conditions. It is expected that the Offered Certificates will be delivered
through the Same Day Funds Settlement system of The Depository Trust Company,
Cedel Bank, societe anonyme and the Euroclear System on or about September ,
1996.
CS First Boston
Goldman, Sachs & Co.
Morgan Stanley & Co.
Incorporated
The date of this Prospectus Supplement is September , 1996.
<PAGE> 2
(Continued from the cover page)
The Certificates will consist of five classes of senior Certificates
(respectively, the "Class A-1 Certificates," the "Class A-2 Certificates," the
"Class A-3 Certificates," the "Class A-4 Certificates" and the "Class A-5
Certificates," and collectively, the "Class A Certificates" or the "Senior
Certificates") and four classes of subordinate Certificates (respectively, the
"Class M Certificates," the "Class B-1 Certificates," the "Class B-2
Certificates" and the "Class R Certificates," and collectively, the "Subordinate
Certificates"). The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
M, Class B-1 and Class B-2 Certificates will respectively evidence in the
aggregate approximate initial 23.36%, 15.97%, 14.89%, 7.82%, 19.95%, 7.00%,
7.50% and 3.50% undivided interests in the Trust. Only the Class A, Class M and
Class B-1 Certificates (collectively, the "Offered Certificates") are being
offered hereby.
Payments of principal and interest on the Certificates will be distributed
to Certificateholders on the fifteenth day of each month (or if such day is not
a Business Day, the immediately succeeding Business Day), commencing October 15,
1996 (each, a "Distribution Date"). The Class A-1, Class A-2, Class A-3, Class
A-4 and Class A-5 Certificates will have fixed Pass-Through Rates
of %, %, %, % and % per annum, respectively, computed on the
basis of a 360-day year of twelve 30-day months. The Pass-Through Rates for the
Class M, Class B-1 and Class B-2 Certificates on any Distribution Date will be
the lesser of (i) %, % and % per annum, respectively, computed on
the basis of a 360-day year of twelve 30-day months, or (ii) the Weighted
Average Net Contract Rate for such Distribution Date, calculated as described
herein. The right to receive distributions of interest and principal by the
holders of (i) the Class M Certificates will be subordinated to such rights of
the Senior Certificateholders, (ii) the Class B Certificates will be
subordinated to such rights of the Class A and Class M Certificateholders and
(iii) the Class B-2 Certificateholders will be subordinated to such rights of
the Class A, Class M and Class B-1 Certificateholders, in each case to the
extent provided herein. See "Description of the Certificates."
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 Offered
Certificates will represent "regular interests" in the REMIC, and the Class R
Certificates will represent the sole class of "residual interests" in the REMIC.
See "Certain Federal Income Tax Consequences" herein and in the Prospectus.
------------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF EACH CLASS OF
OFFERED CERTIFICATES OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.
The Certificates will be part of a separate series of Conduit Mortgage and
Manufactured Housing Pass-Through Certificates being offered by the Depositor
from time to time pursuant to a Prospectus dated September 18, 1996 (the
"Prospectus"), of which this Prospectus Supplement is a part and which
accompanies this Prospectus Supplement. The Prospectus contains important
information about the offering of the Offered Certificates that is not contained
herein, and prospective investors are urged to read both this Prospectus
Supplement and the Prospectus in full. Sales of the Offered Certificates may not
be consummated unless the purchaser has received both this Prospectus Supplement
and the Prospectus.
------------------
S-2
<PAGE> 3
SUMMARY
This summary is qualified in its entirety by reference to the detailed
information appearing elsewhere in this Prospectus Supplement and in the
accompanying Prospectus. Capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto elsewhere in this Prospectus
Supplement or in the Prospectus. See the Index of Terms for the location herein
of certain principal terms.
Securities Issued.......... Associates Manufactured Housing Contract
Pass-Through Certificates, Series 1996-1 (the
"Certificates") will be issued pursuant to a
pooling and servicing agreement, to be dated as of
September 1, 1996 (the "Agreement"), among CS First
Boston Mortgage Securities Corp., as depositor (the
"Depositor"), Ford Consumer Finance Company, Inc.
("FCFC"), as seller and servicer, and The Chase
Manhattan Bank, as trustee (the "Trustee"). FCFC is
a wholly owned subsidiary of Associates Corporation
of North America ("ACONA").
The Certificates will consist of five classes
(each, a "Class") of senior Certificates
(respectively, the "Class A-1 Certificates," the
"Class A-2 Certificates," the "Class A-3
Certificates," the "Class A-4 Certificates" and the
"Class A-5 Certificates," and collectively, the
"Class A Certificates" or the "Senior
Certificates") and four Classes of subordinate
Certificates (respectively, the "Class M
Certificates," the "Class B-1 Certificates," the
"Class B-2 Certificates" and the "Class R
Certificates," and collectively, the "Subordinate
Certificates"). The Certificates will be issued in
the amounts (with respect to each Class, the
"Initial Certificate Principal Balance") and bear
the pass-through rates (with respect to each Class,
the "Pass-Through Rate") set forth below:
<TABLE>
<CAPTION>
INITIAL
CERTIFICATE PASS-THROUGH
CLASS PRINCIPAL BALANCE RATE
----------------------------------- ----------------- ------------
<S> <C> <C>
Class A-1 Certificates............. $ 215,000,000 %(1)
Class A-2 Certificates............. $ 147,000,000 %(1)
Class A-3 Certificates............. $ 137,000,000 %(1)
Class A-4 Certificates............. $ 72,000,000 %(1)
Class A-5 Certificates............. $ 183,573,000 %(1)
Class M Certificates............... $ 64,414,000 %(2)
Class B-1 Certificates............. $ 69,015,000 %(2)
Class B-2 Certificates............. $ 32,209,764 %(2)
Class R Certificates(3)
</TABLE>
---------------------------------------------
(1) Computed on the basis of a 360-day year of
twelve 30-day months.
(2) The lesser of (i) the specified rate per annum,
computed on the basis of a 360-day year of
twelve 30-day months, or (ii) the Weighted
Average Net Contract Rate for the related
Distribution Date.
(3) The Class R Certificates will have no
Certificate Principal Balance and will not bear
interest.
Securities Offered......... The Class A, Class M and Class B-1 Certificates are
the only Certificates being offered hereby (the
"Offered Certificates"). The Offered Certificates
will be issued in book-entry form in minimum
denominations of $50,000 and integral multiples of
$1,000 in excess thereof. The Offered Certificates
initially will be represented by certificates
registered in the name of Cede & Co., as the
nominee of The Depository Trust Company ("DTC").
Certificates representing the Offered Certificates
will be issued in definitive form only under the
limited circumstances described herein. All
S-3
<PAGE> 4
references herein to "holders" or "holders of the
Offered Certificates" shall reflect the rights of
beneficial owners of Offered Certificates issued in
book-entry form ("Certificate Owners") as they may
indirectly exercise such rights through DTC in the
United States, or Cedel Bank, societe anonyme
("Cedel") or the Euroclear System ("Euroclear") in
Europe, and participating members thereof, except
as otherwise specified herein. See "Risk
Factors -- Book-Entry Registration" and
"Description of the Certificates -- Registration of
the Offered Certificates" herein.
The Offered Certificates will evidence undivided
interests in the Contract Pool and certain other
property held in trust for the benefit of the
Certificateholders (collectively, the "Trust
Fund"). The undivided percentage interest (the
"Percentage Interest") of a Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class M, Class B-1
or Class B-2 Certificate in distributions on the
related Class of Certificates will equal the
percentage obtained from dividing the denomination
of such Certificate by the Initial Class A-1,
Initial Class A-2, Initial Class A-3, Initial Class
A-4, Initial Class A-5, Initial Class M, Initial
Class B-1 or Initial Class B-2 Certificate
Principal Balance, as the case may be.
The Offered Certificates will not represent
interests in or obligations of the Depositor, the
Trustee, FCFC, ACONA, the Servicer or any of their
respective affiliates. Neither the Offered
Certificates nor the underlying Contracts will be
insured or guaranteed by any governmental agency or
instrumentality or by any other party.
Cut-off Date............... September 1, 1996.
Distribution Dates......... Distributions on the Certificates will be made on
the fifteenth day of each month (or if such day is
not a Business Day, the immediately succeeding
Business Day), commencing October 15, 1996 (each, a
"Distribution Date"). A "Business Day" will be any
day other than (i) a Saturday or Sunday or (ii) a
day on which banks in the States of New York or
Texas are authorized or obligated by law or
executive order to be closed.
Distributions.............. Distributions to the holders of Certificates of a
Class on each Distribution Date will be made in an
amount equal to their respective Percentage
Interests multiplied by the aggregate amount
distributed on such Class of Certificates on such
Distribution Date. So long as the Offered
Certificates are registered in the name of Cede &
Co., as nominee of DTC, distributions on each
Distribution Date will be made to the holders of
record of the related Offered Certificates (the
"Certificateholders") as of the close of business
on the Business Day immediately preceding such
Distribution Date (each, a "Record Date"), except
that the final distribution in respect of the
Certificates will only be made upon presentation
and surrender of the Certificates at the office or
agency appointed by the Trustee for that purpose in
New York, New York. If Definitive Certificates are
issued, the Record Date shall be the close of
business on the last Business Day of the month
immediately preceding the month in which such
Distribution Date occurs. As more fully described
herein under "Description of the
Certificates -- Distributions -- Payment of
Available Distribution Amounts," distributions to
Certificateholders generally will be applied first
to the payment of interest and interest shortfalls,
second to any unpaid principal and third,
S-4
<PAGE> 5
if any principal is then due, to the payment of
principal of the related Class of Certificates.
With respect to each Distribution Date (other than
the first Distribution Date), interest on the
Certificates will accrue from the 15th day of the
calendar month immediately preceding the month of
such Distribution Date through the 14th day of the
calendar month of such Distribution Date. With
respect to the first Distribution Date, interest on
the Certificates will accrue from the date of
initial issuance of the Certificates (the "Closing
Date") through October 14, 1996. The Available
Distribution Amount with respect to each
Distribution Date will be calculated as described
herein under "Description of the
Certificates -- Distributions -- Calculation of
Available Distribution Amount" and will represent
certain collections made on or in respect of the
Contracts during the immediately preceding calendar
month (each, a "Due Period") that are available in
the Certificate Account for distribution on such
Distribution Date. On each Distribution Date, the
Available Distribution Amount will be distributed
in the amounts and in the order of priority set
forth herein under "Description of the
Certificates -- Payment of Available Distribution
Amounts."
Effect of Priority Sequence
of Principal
Distributions............ The principal amounts described herein under
"Description of the Certificates -- Payment of
Available Distribution Amounts" generally will be
distributed to the extent of the Available
Distribution Amount after payment of interest and
interest shortfalls on the Offered Certificates, to
the Senior Certificateholders (but only to the
extent of the Certificate Principal Balance of each
Class of Senior Certificates). This should, unless
offset by other cash flow insufficiencies due to
delinquencies and liquidation losses, have the
effect of accelerating the amortization of the
Senior Certificates, and delaying the amortization
of the Subordinate Certificates, from what it would
be without such prioritization, thereby increasing
the respective interest in the Trust Fund evidenced
by the Subordinate Certificates. Increasing the
respective interest of the Subordinate Certificates
relative to that of the Senior Certificates is
intended to preserve as provided herein the
availability on each Distribution Date of the
subordination provided by the Subordinate
Certificates. See "Description of the Certificates"
herein.
Prepayment Considerations
and Risks.................. In general, the Contracts may be prepaid at any
time without penalty and, accordingly, the rate of
principal payments thereon is likely to vary from
time to time. The Offered Certificates may be sold
at a discount to their principal amounts. A slower
than anticipated rate of principal payments on the
Contracts is likely to result in a lower than
anticipated yield on the Offered Certificates if
they are purchased at a discount. See "Yield and
Prepayment Considerations" herein and "Yield
Considerations" and "Maturity and Prepayment
Considerations" in the Prospectus.
Subordination of the
Subordinate Certificates... The rights of the Class M Certificateholders to
receive distributions of amounts collected on or in
respect of the Contracts will be subordinated to
such rights of the Senior Certificateholders to the
extent described herein. Interest on the Class M
Certificates will not be subordinated to principal
payments on the Senior Certificates.
S-5
<PAGE> 6
The rights of holders of the Class B Certificates
and Class R Certificates to receive distributions
of amounts collected on or in respect of the
Contracts similarly will be subordinated to such
rights of the holders of the Class A and the Class
M Certificates to the extent described herein.
Interest on the Class B Certificates will not be
subordinated to principal payments on either the
Senior Certificates or the Class M Certificates.
The foregoing subordination is intended to enhance
the likelihood of receipt by the holders of each
Class of senior Certificates (i.e., in the case of
(i) the Class M Certificates, the Class A
Certificates, (ii) the Class B-1 Certificates, the
Class A and Class M Certificates, and (iii) the
Class B-2 and Class R Certificates, the Class A,
Class M and Class B-1 Certificates) of the full
amount of their monthly payments of interest and
the ultimate receipt by such holders of principal
equal to the related Initial Certificate Principal
Balances.
The protection afforded to the holders of (i) the
Senior Certificates by means of the subordination
of the Subordinate Certificates, (ii) the Class A
and Class M Certificates by means of the
subordination of the Class B and Class R
Certificates and (iii) the Class B-1 Certificates
by means of the subordination of the Class B-2 and
Class R Certificates, will be accomplished (a) by
the application of the Available Distribution
Amount in the order specified herein under
"Description of the Certificates -- Payment of
Available Distribution Amounts" and (b) if the
Available Distribution Amount on any Distribution
Date is not sufficient to permit the distribution
of the entire specified portion of the Formula
Principal Distribution Amount, as applicable, to
the Senior Certificateholders, the Class A and
Class M Certificateholders or the Class B-1
Certificateholders, as the case may be, by the
right of such Senior Certificateholders, Class A
and Class M Certificateholders or the Class B-1
Certificateholders, respectively, 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
payable to the Subordinate Certificateholders, the
Class B and Class R Certificateholders or the Class
B-2 and Class R Certificateholders, as the case may
be. See "Description of the
Certificates -- Subordination of the Class M
Certificates" and "-- Subordination of the Class B
and Class R Certificates" herein.
Reserve Fund............... On the Closing Date, a reserve fund (the "Reserve
Fund") will be established with the Trustee for the
exclusive benefit of the Certificateholders. The
Reserve Fund will be funded by an initial deposit
on the Closing Date and on each Distribution Date
by excess interest collections on or in respect of
the Contracts, if any, remaining after all required
distributions to the Class A, Class M and Class B
Certificateholders have been made on such
Distribution Date. See "Description of the
Certificates -- Reserve Fund" herein for a
description of the Reserve Fund and the application
of amounts on deposit therein.
Reserve Accounts........... On the Closing Date, the Class M Reserve Account,
the Class B-1 Reserve Account and the Class B-2
Reserve Account will be established with the
Trustee for the exclusive benefit of the Class M,
Class B-1 and Class B-2 Certificateholders,
respectively. Each Reserve Account will be funded
on each Distribution Date by excess interest
collections on or in respect of the Contracts, if
any, remaining after all required distributions
S-6
<PAGE> 7
to the Class A, Class M and Class B
Certificateholders have been made and the Reserve
Fund has been fully funded. See "Description of the
Certificates -- Reserve Accounts" herein for a
description of the Reserve Accounts and the
application of amounts on deposit therein.
Losses on Liquidated
Contracts.................. As described herein, on each Distribution Date the
aggregate distribution of principal to the holders
of senior Certificates is intended to include the
Contract Principal Balance of each Contract that
became a Liquidated Contract during the related Due
Period. If the Liquidation Proceeds, net of related
Liquidation Expenses, from such Liquidated Contract
are less than the Contract 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 nondefaulted Contracts, or from
amounts on deposit in the Reserve Fund or the
related Reserve Account, the deficiency may, in
effect, be absorbed first by the Class B-2
Certificateholders, then by the Class B-1
Certificateholders and then by the Class M
Certificateholders 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
instead be paid to the Senior Certificateholders.
If the protection afforded to the holders of a
Class of Subordinate Certificates by the
subordination of one or more other Classes of
Subordinate Certificates, as well as amounts on
deposit in the Reserve Fund and the related Reserve
Account, is exhausted, the holders of such Class of
Subordinate Certificates will incur a loss on their
investment.
The "Contract Principal Balance" of a Contract at
any time will be the unpaid principal balance of
such Contract, computed as described herein under
"The Contract Pool" on the basis of the simple
interest method or the actuarial method, as the
case may be. In general, a "Liquidated Contract"
will be a defaulted Contract as to which all
amounts that the Servicer expects to recover
through the date of disposition of the Manufactured
Home and any real property securing such Contract
have been received.
If the Available Distribution Amount for any
Distribution Date is not sufficient to distribute
the full Formula Principal Distribution Amount for
such Distribution Date to the Certificateholders,
in addition to interest and interest shortfalls
distributable to the Certificateholders, the
aggregate Certificate Principal Balance will be
greater than the Pool Balance. In such event, the
amount of such deficiency (the "Liquidation Loss
Amount") will be allocated first to the Class B-2
Certificates (the "Class B-2 Liquidation Loss
Amount") to reduce the Class B-2 Adjusted
Certificate Principal Balance. After the Class B-2
Adjusted Certificate Principal Balance has been
reduced to zero, no additional Liquidation Loss
Amounts will be allocated to the Class B-2
Certificates and any further Liquidation Loss
Amounts will be allocated to reduce the Class B-1
Adjusted Certificate Principal Balance (a "Class
B-1 Liquidation Loss Amount"). After the Class B-1
Adjusted Certificate Principal Balance has been
reduced to zero, any further Liquidation Loss
Amounts realized will be allocated to reduce the
Class M Adjusted Certificate Principal Balance (a
"Class M Liquidation Loss Amount"). Any such
Liquidation Loss Amounts will be reduced on
subsequent
S-7
<PAGE> 8
Distribution Dates to the extent that the related
Available Distribution Amount is sufficient to
permit the distribution of principal due on the
Certificates on prior Distribution Dates but not
paid. In the event the Adjusted Certificate
Principal Balance of a Class of Certificates were
reduced by a Liquidation Loss Amount, interest
accruing on such Class will be calculated on the
reduced Adjusted Certificate Principal Balance of
such Class. On each Distribution Date, holders of
Class M, Class B-1 and Class B-2 Certificates will
be entitled to receive from the Available
Distribution Amount for such Distribution Date,
after distribution of principal on the related
Class of Certificates and the related Reserve
Account, but prior to any distribution of principal
on each subordinate Class of Certificates, one
month's interest at the related Pass-Through Rate
on the Adjusted Certificate Principal Balance of
such Class, together with one month's interest at
such Pass-Through Rate on the Liquidation Loss
Amount for such Class as of the immediately
preceding Distribution Date (each, a "Liquidation
Loss Interest Amount" and one month's interest at
such Pass-Through Rate on any Liquidation Loss
Interest Amount due on one or more prior
Distribution Dates but not paid. The "Adjusted
Certificate Principal Balance" of any Class of
Subordinate Certificates as of any Distribution
Date will be its Certificate Principal Balance,
less any Liquidation Loss Amount allocated to such
Class on such Distribution Date. With respect to
any Distribution Date and the Class M, Class B-1 or
Class B-2 Certificates, such Class' Certificate
Principal Balance for such Distribution Date shall
equal the sum of such Class' Adjusted Certificate
Principal Balance and such Class' Liquidation Loss
Amount for such Distribution Date. See "Description
of the Certificates -- Subordination of the Class M
Certificates," "-- Subordination of the Class B and
Class R Certificates," "-- Losses on Liquidated
Contracts" and "Yield and Prepayment
Considerations" herein.
Servicing.................. FCFC will initially act as the Servicer of the
Contracts. FCFC is currently exploring the transfer
of servicing of the Contracts to its affiliate
Associates Housing Finance Services, Inc.
("AHFSI"), although no assurances can be given that
such transfer will occur or what the terms of such
transfer might be. The term "Servicer" refers to
FCFC and any successor servicer acting in such
capacity and will be the Master Servicer for
purposes of the Prospectus. See "Ford Consumer
Finance Company, Inc." and "Description of the
Certificates -- Certain Other Matters Regarding the
Servicer" herein.
Advances................... For each Distribution Date, the Servicer will be
obligated to make Advances in respect of the
related Due Period to the extent of delinquent
interest payments in respect of the Contracts. The
Servicer will not advance the principal portion of
any Monthly Payment that is not timely made. The
Servicer will be required to make an Advance only
to the extent that it determines such Advance will
be recoverable from future payments and collections
on or in respect of the related Contracts. Assuming
that in the judgment of the Servicer all delinquent
payments on the Contracts were recoverable, the
amount of the Advance paid out of the funds of the
Servicer is calculated such that, if it is made, it
will permit a distribution to the Class A, Class M
and Class B Certificateholders undiminished by such
delinquent payments. See "Description of the
Certificates -- Advances" herein.
S-8
<PAGE> 9
Termination................ The Depositor and the Servicer will each have the
option to purchase from the Trust Fund all
Contracts then outstanding and all other property
in the Trust Fund on any Distribution Date after
the first Distribution Date as of which the Pool
Balance is less than 10% of the Cut-off Date Pool
Balance. See "Description of the Certificates --
Termination" herein.
If neither the Depositor nor the Servicer exercises
its optional termination right within 90 days after
such right can first be exercised, the Trustee
shall solicit bids for the purchase of all
Contracts then outstanding and all other property
in the Trust Fund. In the event that satisfactory
bids are received as described herein under
"Description of the Certificates -- Termination,"
the sale proceeds will be distributed to
Certificateholders. If satisfactory bids are not
received, the Trustee shall decline to sell such
Contracts and other property of the Trust Fund, and
shall not be under any obligation to solicit any
further bids or otherwise negotiate any further
sale of the Contracts. See "Description of the
Certificates -- Termination" herein.
The Contracts.............. The assets of the Trust will primarily consist of a
pool (the "Contract Pool") of fixed rate
manufactured housing installment sales contracts
and installment loan agreements (collectively, the
"Contracts") secured by security interests in
manufactured homes (the "Manufactured Homes")
financed or refinanced 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 Contract Pool
will consist of approximately 32,582 Contracts
having an aggregate unpaid principal balance as of
the Cut-off Date of approximately $920,211,764.40
(the "Cut-off Date Pool Balance"). The mailing
address of the Obligors under the related Contracts
as of the Cut-off Date were located in 49 states,
Puerto Rico and the District of Columbia.
Substantially all of the Contracts bear interest at
an annual percentage rate (each, an "APR" which
will be equal to or higher than any of the Class
A-1, Class A-2, Class A-3, Class A-4 or Class A-5
Pass-Through Rates plus the rate at which the
Servicing Fee is calculated. Monthly payments of
principal and interest on the Contracts will be due
on various days (each, a "Due Date") throughout
each Due Period. Based on Cut-off Date Pool
Balance, approximately 49.35% of the Contracts are
Actuarial Contracts and the remainder are Simple
Interest Contracts. As of the Cut-off Date, the
APRs on the Contracts range from 7.25% to 15.00%
with a weighted average APR of approximately
11.11%. The Contracts had a weighted average
original term to maturity of approximately 231.20
months and a weighted average remaining term to
maturity of approximately 212.77 months as of the
Cut-off Date. The final scheduled payment date on
the Contract with the latest maturity is August 10,
2026. See "The Contract Pool" herein and "Yield
Considerations" in the Prospectus. The Agreement
will require the Servicer to cause to be maintained
one or more standard hazard insurance policies with
respect to each Manufactured Home (other than a
Manufactured Home in repossession) in an amount and
manner described herein under "Description of the
Certificates -- Hazard Insurance Policies."
Generally, no other insurance policies will be
provided with respect to any Contract or
Manufactured Home. See
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<PAGE> 10
"Description of the Certificates -- Standard Hazard
Insurance" in the Prospectus.
Security Interests and
Mortgages on the
Manufactured Homes;
Repurchase Obligations... In connection with the transfer of the Contracts to
the Trustee, FCFC will assign the security
interests in the Manufactured Homes and (with
respect to Land-and-Home Contracts) the liens on
the real property on which the Manufactured Homes
are located to the Trustee. Assignments in
recordable form for the mortgages or deeds of trust
(each, a "Mortgage") evidencing the liens on real
property that secure the Land-and-Home Contracts
will not be delivered by FCFC. However, FCFC will
deliver to the Trustee a power of attorney to
enable the Trustee to execute such assignments of
such Mortgages securing the Land-and-Home
Contracts, in the event that the recordation of
such assignments becomes necessary to foreclose
upon the related real property. The Servicer, with
the cooperation of FCFC, will be required to take
such steps as are necessary to perfect and maintain
perfection of the security interest in each
Manufactured Home, but as long as FCFC or an
affiliate thereof is the Servicer, the Servicer
will not be required to cause notations to be made
on any document of title relating to any
Manufactured Home or to execute any instrument
relating to any Manufactured Home (other than a
notation or a transfer instrument necessary to show
FCFC as the lienholder or legal titleholder).
Consequently, the security interests in the
Manufactured Homes in certain states may not be
effectively transferred to the Trustee or
perfected. See "Risk Factors -- Security Interests
and Certain Other Aspects of the Contracts" herein.
To the extent such security interest is perfected
and is effectively transferred to the Trustee, the
Trustee will have a prior claim over subsequent
purchasers of the Manufactured Home, holders of
subsequently perfected security interests and
creditors of FCFC. Under the laws of most states,
Manufactured Homes constitute personal property,
and perfection of a security interest in the
Manufactured Home is obtained, depending on
applicable state law, either by noting the security
interest on the certificate of title for the
Manufactured Home or by filing a financing
statement under the Uniform Commercial Code. If a
Manufactured Home were relocated to another state
without reperfection of the related security
interest, or if it were to become attached to its
site and a determination were made that the
security interest was subject to real estate title
and recording laws, or as a result of fraud or
negligence, the Trustee could lose its prior
perfected security interest in such Manufactured
Home. Federal and state consumer protection laws
impose requirements upon creditors in connection
with extensions of credit and collections on
installment sales contracts and installment loan
agreements, and certain of these laws make an
assignee of such a contract, such as the Trust
Fund, liable to the obligor thereon for any
violation by the lender. FCFC will be obligated,
subject to certain conditions described under
"Description of the Certificates -- Conveyance of
Contracts," to repurchase any Contract as to which
it has failed to perfect a security interest in the
Manufactured Home securing such Contract, or as to
which a breach of federal or state laws exists if
such breach materially adversely affects the
Trustee's interest in the Contract, unless such
failure or breach has been cured
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<PAGE> 11
within 90 days from notice of such breach. See
"Risk Factors -- Security Interests and Certain
Other Aspects of the Contracts" and " -- Consumer
Protection Laws and Other Limitations on Lenders"
herein.
The foregoing discussion as it relates to
maintaining a security interest in a Manufactured
Home will not apply to any Mortgages securing Land-
and-Home Contracts. See "Risk Factors -- Security
Interests and Certain Other Aspects of the
Contracts" and "Certain Legal Aspects of the
Contracts -- Land-and-Home Contracts" herein for a
description of certain considerations relating to
the assignment of liens on the real property
securing Land-and-Home Contracts.
Certain Federal Income Tax
Consequences............. For federal income tax purposes, the Trust Fund
will be treated as a real estate mortgage
investment conduit ("REMIC"). The Class A, Class M
and Class B Certificates will constitute "regular
interests" in the REMIC and generally will be
treated as debt instruments of the Trust Fund for
federal income tax purposes with payment terms
equivalent to the terms of such Certificates. The
Class R Certificates will be treated as the sole
class of "residual interests" in the REMIC for
federal income tax purposes. The Offered
Certificates may be 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 Depositor intends to assume that
there will be prepayments on the Contracts at a
rate equal to 150% of the Prepayment Model. No
representation is made as to whether the Contracts
will prepay at that rate or any other rate. See
"Certain Federal Income Tax Consequences" herein
and in the Prospectus.
ERISA Considerations....... A fiduciary of an employee benefit plan subject to
the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the
"Code"), should carefully review with its legal
advisors whether the purchase or holding of Class
A-1, Class A-2, Class A-3, Class A-4 or Class A-5
Certificates could give rise to a transaction
prohibited or not otherwise permissible under ERISA
or the Code. See "ERISA Considerations" herein and
in the Prospectus.
AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO
ERISA AND/OR SECTION 4975 OF THE CODE, OR AN ENTITY
PURCHASING CLASS M OR CLASS B-1 CERTIFICATES ON
BEHALF OF ANY SUCH EMPLOYEE BENEFIT OR OTHER PLAN,
WILL NOT BE PERMITTED TO PURCHASE OR HOLD SUCH
CERTIFICATES UNLESS THE OPINION OF COUNSEL
DESCRIBED UNDER "ERISA CONSIDERATIONS" IS DELIVERED
TO THE TRUSTEE. SEE "ERISA CONSIDERATIONS" HEREIN
AND IN THE PROSPECTUS.
Legal Investment
Considerations........... For so long as the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5 and Class M Certificates are
rated in one of the two highest rating categories
by at least one nationally recognized statistical
rating organization, such Certificates will
constitute "mortgage related securities" under the
Secondary Mortgage Market Enhancement Act of 1984
("SMMEA") and, as such, will be "legal investments"
for certain types of institutional investors to the
extent provided in SMMEA.
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<PAGE> 12
Since the Class B-1 Certificates will not be rated
by a nationally recognized rating agency in one of
its two highest rating categories, the Class B-1
Certificates will not constitute "mortgage related
securities" under SMMEA. No representation is made
as to the appropriate characterization of the Class
B-1 Certificates under any laws relating to
investment restrictions and investors should
consult their legal advisors. See "Legal Investment
Considerations" herein and "Legal Investment" in
the Prospectus.
Rating..................... It is a condition to issuance that Moody's
Investors Service, Inc. ("Moody's"), Fitch
Investors Service, L.P. ("Fitch") and Standard &
Poor's, a division of the McGraw-Hill Companies
("Standard & Poor's" and, together with Moody's and
Fitch, the "Rating Agencies") respectively rate (i)
the Class A Certificates "Aaa," "AAA" and "AAA,"
(ii) the Class M Certificates at least "Aa3," "AA"
and "AA" and (iii) the Class B-1 Certificates at
least "Baa2," "BBB" and "BBB." See "Ratings"
herein.
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<PAGE> 13
RISK FACTORS
Prospective investors in the Offered Certificates should consider among
other things, the following risk factors in connection with the purchase of the
Offered Certificates.
GENERAL
An investment in the Offered Certificates 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 under "The Contract Pool" herein. Based on Cut-off Date Pool
Balance, approximately 16.76%, 7.75%, 7.35%, 6.92% and 5.43% of the Contracts
based on the mailing address of the Obligors as of the Cut-off Date are located
in Texas, Georgia, Florida, North Carolina and California, respectively. See
"The Trust Fund -- The Contract Pools" in the Prospectus. 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. High delinquencies and liquidation losses on the Contracts will
have the effect of reducing, and could eliminate, the protection against loss
afforded by, with respect to (i) the Senior Certificates, the subordination of
the Subordinate Certificates, (ii) the Class M Certificates, the subordination
of the Class B and Class R Certificates and (iii) the Class B-1 Certificates,
the subordination of the Class B-2 and Class R Certificates. If any such
protection is eliminated, and the amount on deposit in the Reserve Fund and, in
the case of the Subordinate Certificates, the related Reserve Account is
depleted, the related Certificateholders will bear the risk of losses on the
Contracts and must rely on the value of the Manufactured Homes for recovery of
the outstanding principal of and unpaid interest on any defaulted Contracts. See
"Description of the Certificates -- Subordination of the Class M Certificates,"
"-- Subordination of the Class B and Class R Certificates" and "-- Losses on
Liquidated Contracts" herein.
Certain statistical information relating to delinquency, loan loss and
repossession experience of the portfolio of conventional manufactured housing
contracts serviced by FCFC is set forth herein under "Ford Consumer Finance
Company, Inc. -- Delinquency, Loan Loss and Repossession Experience." Such
statistical information relates only to certain manufactured housing contracts
originated and serviced by FCFC during the periods indicated and is included
herein only for illustrative purposes. There is no assurance that the Contracts
will have the characteristics that are similar to the manufactured housing
contracts to which such statistical information relates. In addition, the losses
experienced upon recovery of principal upon the liquidation of manufactured
housing contracts historically have been sharply affected by downturns in
regional or local economic conditions. These regional or local economic
conditions are often volatile, and no prediction can be made regarding future
economic loss upon liquidation. In light of the foregoing, no assurance can be
given that the losses experienced upon the liquidation of defaulted Contracts
will be similar to any statistical information contained herein regarding FCFC.
See "The Trust Fund -- The Contract Pools" in the Prospectus.
PREPAYMENT CONSIDERATIONS
The prepayment experience on the Contracts may affect the average life of
the Offered Certificates. Prepayments on the Contracts (which include both
voluntary prepayments and liquidations following default) may be influenced by a
variety of economic, geographic, social and other factors, including
repossessions, aging, seasonality, market interest rates, changes in housing
needs, job transfers and unemployment. 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 were sufficiently high in a
month, the Available Distribution Amount for the related Distribution Date could
be less than the amount of principal and interest that would be distributable to
the Class A, Class M and Class B Certificateholders in the absence of such
shortfalls. See "Yield and Prepayment Considerations" herein and "Maturity and
Prepayment Considerations" in the Prospectus.
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<PAGE> 14
LIMITED OBLIGATIONS
The Offered Certificates will not represent an interest in or obligation of
the Depositor, the Underwriters, FCFC, the Servicer, ACONA or any of their
respective affiliates. The Offered Certificates will not be insured or
guaranteed by any governmental agency or instrumentality, the Depositor, the
Underwriters, the Servicer, FCFC, ACONA or any of their respective affiliates
and will be payable only from amounts held in the Trust Fund.
The Depositor will not be obligated in any way in respect of the
Certificates. The obligations of the Servicer (including FCFC as Servicer) with
respect to the Certificates will be limited to its contractual servicing
obligations. FCFC will however make certain representations and warranties in
its capacity as Seller relating to the Contracts. In the event of an uncured
breach of any such representation or warranty that materially adversely affects
a Contract, FCFC may, under certain circumstances, be obligated to repurchase
such Contract, as described under "Description of the Certificates -- Conveyance
of Contracts" herein.
LIMITED LIQUIDITY
The Underwriters intend to make a secondary market in the Offered
Certificates, but will have no obligation to do so. There can be no assurance
that a secondary market for any Class of Offered Certificates will develop, or
if one does develop, that it will continue or provide sufficient liquidity of
investment or that it will remain for the term of the related Class of Offered
Certificates. The Class B-1 Certificates will not constitute "mortgage related
securities" for purposes of SMMEA. Accordingly, many institutions with legal
authority to invest in SMMEA securities will not be able to invest in the Class
B-1 Certificates, thereby limiting the market for the Class B-1 Certificates.
SECURITY INTERESTS AND CERTAIN OTHER ASPECTS OF THE CONTRACTS
Each Contract will be secured by a security interest in a Manufactured Home
(and, in the case of a Land-and-Home Contract, by a mortgage or deed of trust on
the real estate to which the Manufactured Home is permanently affixed).
Substantially all Contracts are secured by a separately evidenced security
interest in a Manufactured Home. Perfection of security interests in
Manufactured Homes and enforcement of rights to realize upon the value of the
Manufactured Homes as collateral for the Contracts are subject to a number of
federal and state laws, including the Uniform Commercial Code (the "UCC") as
adopted in each state and, in most states, certificate of title statutes, but
generally not state real estate laws. The steps necessary to perfect the
security interest in a Manufactured Home will vary from state to state. Because
of the expense and administrative inconvenience involved, FCFC will not amend
any certificates of title to change the lienholder specified therein from FCFC
to the Trustee or file any UCC-3 assignments and will not deliver any
certificate of title to the Trustee or note thereon the Trustee's interest.
Consequently, in some states, in the absence of such an amendment to the
certificate of title, the assignment to the Trustee of the security interest in
the Manufactured Home may not be effective or such security interest 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 FCFC or a trustee in bankruptcy of FCFC.
Land-and-Home Contracts will also be secured by a mortgage on the property on
which a Manufactured Home is placed. Because of the expense and administrative
inconvenience involved, FCFC will not deliver to the Trustee assignments in
recordable form of the Mortgage securing each Land-and-Home Contract. FCFC will,
however, deliver to the Trustee a power of attorney enabling the Trustee to
effect such assignments. Consequently, in some states, in the absence of the
recordation of such an assignment to the Trustee of the Mortgage securing a
Land-and-Home Contract, the assignment of the Mortgage to the Trustee may not be
effective against creditors of or purchasers from FCFC or a trustee in
bankruptcy of FCFC. See "Certain Legal Aspects of the Contracts" herein.
CONSUMER PROTECTION LAWS AND OTHER LIMITATIONS ON LENDERS
Numerous federal and state consumer protection laws impose requirements on
lending under installment sales contracts and installment loan agreements such
as the Contracts, and the failure by the lender or seller of
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<PAGE> 15
goods to comply with such requirements could give rise to liabilities of
assignees for amounts due under such agreements and the right of set-off against
claims by such assignees. These laws would apply to the Trust Fund as assignee
of the Contracts. Pursuant to the Agreement, FCFC will represent and warrant
that each Contract complies with all requirements of law and will provide
certain warranties relating to the validity, perfection and priority of the
security interest in each Manufactured Home securing a Contract. From time to
time FCFC is involved in litigation and governmental inquiries, including
investigations, under consumer protection and similar laws. Management of FCFC
believes that no such litigation, governmental inquiry or investigation on the
date hereof would have a material adverse effect on FCFC's ability to perform
its obligations under the Agreement. A breach of any such representation and
warranty that materially adversely affects any Contract may, subject to certain
conditions described herein under "Description of the Certificates -- Conveyance
of Contracts," create an obligation by FCFC to repurchase such Contract unless
such breach is cured within 90 days after notice thereof. If FCFC does not honor
its repurchase obligation in respect of a Contract and such Contract were to
become defaulted, recovery of amounts due on such Contract would be dependent on
repossession and resale of the Manufactured Home securing such Contract. Certain
other factors, such as the bankruptcy of an obligor or the application of
equitable principles by a court, may limit the ability of the Certificateholders
to receive payments on the Contracts or to realize upon the Manufactured Homes
or may limit the amount realized to less than the amount due. See "Certain Legal
Aspects of the Contracts" herein and "Certain Legal Aspects of the Mortgage
Loans and Contracts" in the Prospectus.
CERTAIN MATTERS RELATING TO INSOLVENCY
FCFC and the Depositor intend that the transfer of Contracts from FCFC to
the Depositor and from the Depositor to the Trust Fund constitutes a sale,
rather than a pledge of the Contracts to secure indebtedness of FCFC or the
Depositor, as the case may be. However, if FCFC or the Depositor were to become
a debtor under the federal bankruptcy code, it is possible that a creditor or
trustee in bankruptcy of FCFC or the Depositor, as the case may be, as
debtor-in-possession may argue that the sale of the Contracts by FCFC or the
Depositor, as the case may be, was a pledge of the Contracts rather than a sale.
This position, if presented to or accepted by a court, could result in a delay
in or reduction of distributions to the Certificateholders.
In Octagon Gas Systems, Inc. v. Rimmer, 995 F.2d 948 (10th Cir.), cert.
denied 114 S.Ct. 554 (1993), the court's decision included language to the
effect that accounts sold by an entity which subsequently became bankrupt
remained property of the debtor's bankruptcy estate. Although the Contracts
constitute chattel paper rather than accounts under the UCC, sales of chattel
paper, like sales of accounts, are governed by Article 9 of the UCC. If FCFC or
the Depositor were to become a debtor under the federal bankruptcy code and a
court were to follow the reasoning of the Tenth Circuit and apply such reasoning
to chattel paper, Certificateholders could experience a delay in or reduction of
distributions.
BOOK-ENTRY REGISTRATION
Since transactions in the Offered Certificates can be effected only through
DTC, Cedel, Euroclear, participating organizations, indirect participants and
certain banks, the ability of an Owner of the Offered Certificates to pledge an
Offered Certificate to persons or entities that do not participate in the DTC,
Cedel or Euroclear system, or otherwise to take action in respect of such
Certificates, may be limited due to lack of a physical certificate representing
the Offered Certificates.
Owners of the Offered Certificates may experience some delay in their
receipt of distributions of interest and principal on the Offered Certificates
since such distributions will be forwarded by the Trustee to DTC and DTC will
credit such distributions to the accounts of its Participants, which will
thereafter credit them to the accounts of Owners of the Offered Certificates
either directly or indirectly through indirect participants. See "Description of
the Certificates -- Registration of the Offered Certificates" herein.
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<PAGE> 16
THE CONTRACT POOL
All of the Contracts will have been purchased or originated by FCFC. Each
Contract will be a manufactured housing installment sales contract or
installment loan agreement (manufactured housing installment sales contracts and
installment loan agreements being collectively referred to herein as
"manufactured housing contracts" or "contracts").
The statistical information presented in this Prospectus Supplement
concerning the Contract Pool is based on the Contract Pool as of the Cut-off
Date. Unless otherwise noted, all percentages relating to the Contracts are
measured by the aggregate principal balance of the related Contracts and the
Contract Pool as of the Cut-off Date.
A description of FCFC's general practice with respect to the origination or
purchase, on an individual basis, of manufactured housing contracts is set forth
under "Ford Consumer Finance Company, Inc. -- Underwriting Guidelines" herein.
Under the Agreement, the Manufactured Homes will be required to comply with
the requirements of certain federal statutes and/or an Internal Revenue Service
private letter ruling which, in the aggregate, generally require the
Manufactured Homes to have a minimum of 375 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 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 will also be required to include the plumbing,
heating, air conditioning and electrical systems therein.
The Agreement will require the Servicer to maintain hazard insurance
policies with respect to each Manufactured Home in the amounts and manner set
forth herein under "Description of the Certificates -- Hazard Insurance
Policies" and in the Prospectus under "Description of the
Certificates -- Standard Hazard Insurance." Generally, no other insurance will
be maintained with respect to the Manufactured Homes or the Contracts.
FCFC 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 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 the Cut-off Date
that have been received by FCFC prior to the Cut-off Date will be the property
of FCFC and will not be part of the Trust Fund. The Servicer will retain
physical possession of the Contract documents. See "Description of the
Certificates -- Conveyance of Contracts" herein.
The Contract Pool will consist of approximately 32,582 Contracts having an
aggregate principal balance as of the Cut-off Date of approximately
$920,211,764.40. Each Contract was originated on or after November 24, 1992.
Each Contract has a fixed APR and provides for level monthly payments
(each, a "Monthly Payment") over the term of such Contract that fully amortize
the principal balance of the Contract. Each Contract provides for allocation of
payments according to (i) the "actuarial" method (each, an "Actuarial Contract")
or (ii) the simple interest method (each, a "Simple Interest Contract"). Based
on Cut-off Date Pool Balance, approximately 49.35% of the Contracts are
Actuarial Contracts and the remainder are Simple Interest Contracts.
The portion of each Monthly Payment for any Actuarial Contract allocable to
principal will be equal to the total amount thereof less the portion allocable
to interest. The portion of each Monthly Payment due in a particular month that
is allocable to interest is a precomputed amount equal to one month's interest
on the principal balance of the Actuarial Contract, which principal balance is
determined by reducing the initial principal balance by the principal portion of
all Monthly Payments that were due in prior months (whether or not such Monthly
Payments were timely made) and all prior partial principal prepayments. Thus,
each payment allocated to a scheduled monthly payment of an Actuarial Contract
will be applied to interest and to principal in accordance with such precomputed
allocation whether such Monthly Payment is received in
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<PAGE> 17
advance of or subsequent to the related Due Dates. All payments received on the
Actuarial 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 Actuarial Contracts) will be applied
when received to current and any previously unpaid Monthly Payments in the order
of the Due Dates of such payments; and any payments that exceed the amount
necessary to bring the Actuarial Contract current, other than amounts
representing Monthly Payments due on one or more subsequent Due Dates, generally
will be applied to the partial prepayment of principal of the Actuarial
Contract.
Payments on Simple Interest Contracts will be applied first to interest
accrued through the date immediately preceding the date of payment and then to
unpaid principal. Accordingly, if an obligor pays an installment before its Due
Date, the portion of the payment allocable to interest for the related Due
Period will be less than if the payment had been made on the Due Date, the
portion of the payment applied to reduce the principal balance will be
correspondingly greater, and the principal balance will be amortized more
rapidly than scheduled. Conversely, if an obligor pays an installment after its
Due Date, the portion of the payment allocable to interest for the payment
period will be greater than if the payment had been made on the Due Date, the
portion of the payment applied to reduce the principal balance will be
correspondingly less, and the principal balance will be amortized more slowly
than scheduled, in which case a larger portion of the principal balance may be
due on the final scheduled payment date.
For each Land-and-Home Contract, FCFC financed the purchase of the
Manufactured Home and either took as additional security a Mortgage on the
property on which the Manufactured Home is located or, in certain cases, FCFC
took a Mortgage on other property pledged on behalf of the Obligor, or took a
Mortgage on the property on which the Manufactured Home is located either in
lieu of a down payment in the form of cash or the value of a trade-in unit, or
as additional security. See "Certain Legal Aspects of the Contracts" herein and
"Certain Legal Aspects of the Mortgage Loans and Contracts" in the Prospectus.
Based on Cut-off Date Pool Balance, 84.20% of the Contracts are secured by
Manufactured Homes which were new and 15.80% of the Contracts are secured by
Manufactured Homes which were used. Each Contract has an APR of at least 7.25%
and not more than 15.00%. The weighted average APR of the Contracts as of the
Cut-off Date is approximately 11.11%. The Contracts have remaining terms to
maturity as of the Cut-off Date of at least 22 months but not more than 360
months and original terms to maturity of at least 30 months but not more than
360 months. As of the Cut-off Date, the Contracts had a weighted average
original term to maturity of approximately 231.20 months, and a weighted average
remaining term to maturity of approximately 212.77 months. The average
outstanding principal balance of the Contracts as of the Cut-off Date was
approximately $28,242.95. The Obligors under the Contracts had mailing addresses
as of the Cut-off Date in 49 states, the District of Columbia and Puerto Rico.
Based on Cut-off Date Pool Balance, approximately 16.76%, 7.75%, 7.35%, 6.92%
and 5.43% of such mailing addresses are located in Texas, Georgia, Florida,
North Carolina and California, respectively. No other state represented more
than 5.00% of the Cut-off Date Pool Balance.
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<PAGE> 18
Appearing below is some additional information regarding the
characteristics of the Contracts as of the Cut-off Date. Percentages may not add
to 100.00% due to rounding.
GEOGRAPHICAL DISTRIBUTION OF MANUFACTURED HOMES(1)
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
NUMBER OF NUMBER OF AGGREGATE PRINCIPAL CUT-OFF DATE POOL
GEOGRAPHIC LOCATION CONTRACTS CONTRACTS BALANCE OUTSTANDING PRINCIPAL BALANCE
- -------------------------------------- --------- ------------- ------------------- -----------------
<S> <C> <C> <C> <C>
Alabama............................... 1,094 3.36% $ 22,529,155.48 2.45%
Alaska................................ 87 0.27 3,087,022.23 0.34
Arizona............................... 666 2.04 21,214,408.87 2.31
Arkansas.............................. 183 0.56 4,630,752.76 0.50
California............................ 1,485 4.56 49,996,907.94 5.43
Colorado.............................. 130 0.40 4,229,147.97 0.46
Connecticut........................... 3 0.01 74,195.46 0.01
Delaware.............................. 89 0.27 2,249,586.78 0.24
District of Columbia.................. 1 0.00 51,816.96 0.01
Florida............................... 2,561 7.86 67,658,792.58 7.35
Georgia............................... 2,779 8.53 71,286,878.29 7.75
Hawaii................................ 1 0.00 19,177.30 0.00
Idaho................................. 712 2.19 23,827,220.60 2.59
Illinois.............................. 173 0.53 4,940,142.11 0.54
Indiana............................... 438 1.34 9,901,286.62 1.08
Iowa.................................. 28 0.09 725,462.52 0.08
Kansas................................ 305 0.94 9,461,323.18 1.03
Kentucky.............................. 551 1.69 12,490,641.90 1.36
Louisiana............................. 1,567 4.81 38,513,109.91 4.19
Maine................................. 2 0.01 21,216.91 0.00
Maryland.............................. 40 0.12 982,759.72 0.11
Massachusetts......................... 3 0.01 157,087.93 0.02
Michigan.............................. 590 1.81 15,853,441.06 1.72
Minnesota............................. 45 0.14 1,407,631.95 0.15
Mississippi........................... 1,152 3.54 26,986,027.95 2.93
Missouri.............................. 1,357 4.16 36,080,711.95 3.92
Montana............................... 37 0.11 1,131,224.50 0.12
Nebraska.............................. 40 0.12 1,186,780.95 0.13
Nevada................................ 888 2.73 35,460,631.42 3.85
New Hampshire......................... 5 0.02 80,142.69 0.01
New Jersey............................ 17 0.05 437,747.93 0.05
New Mexico............................ 1,205 3.70 38,329,214.53 4.17
New York.............................. 231 0.71 6,822,043.85 0.74
North Carolina........................ 2,808 8.62 63,678,267.43 6.92
North Dakota.......................... 4 0.01 87,774.20 0.01
Ohio.................................. 700 2.15 17,135,647.86 1.86
Oklahoma.............................. 428 1.31 13,012,928.79 1.41
Oregon................................ 1,160 3.56 44,203,742.44 4.80
Pennsylvania.......................... 94 0.29 2,329,383.34 0.25
Puerto Rico........................... 2 0.01 36,847.63 0.00
South Carolina........................ 1,833 5.63 42,813,981.72 4.65
South Dakota.......................... 44 0.14 1,394,479.34 0.15
Tennessee............................. 572 1.76 12,860,695.33 1.40
Texas................................. 4,711 14.46 154,254,802.74 16.76
Utah.................................. 113 0.35 4,082,695.70 0.44
Vermont............................... 3 0.01 120,389.93 0.01
Virginia.............................. 468 1.44 10,977,207.07 1.19
Washington............................ 840 2.58 32,422,996.90 3.52
West Virginia......................... 129 0.40 2,648,900.19 0.29
Wisconsin............................. 135 0.41 3,935,908.82 0.43
Wyoming............................... 73 0.22 2,391,422.17 0.26
------ ------ ----------------- ------
Total....................... 32,582 100.00% $ 920,211,764.40 100.00%
====== ====== ================= ======
</TABLE>
- ---------------
(1) Based on the mailing address of the Obligors under the related Contracts as
of the Cut-off Date.
S-18
<PAGE> 19
YEARS OF ORIGINATION OF CONTRACTS
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
YEAR OF NUMBER OF NUMBER OF AGGREGATE PRINCIPAL CUT-OFF DATE POOL
ORIGINATION CONTRACTS CONTRACTS BALANCE OUTSTANDING PRINCIPAL BALANCE
- ----------- --------- ------------- ------------------- -----------------
<S> <C> <C> <C> <C> <C>
1992................................ 189 0.58% $ 4,251,724.73 0.46%
1993................................ 8,319 25.53 191,944,963.19 20.86
1994................................ 9,275 28.47 244,180,161.95 26.54
1995................................ 8,363 25.67 255,067,589.60 27.72
1996................................ 6,436 19.75 224,767,324.93 24.43
------ ---------- ----------------- ------------
Total..................... 32,582 100.00% $920,211,764.40 100.00%
====== ========== ================= ============
</TABLE>
ORIGINAL CONTRACT AMOUNTS
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
NUMBER OF NUMBER OF AGGREGATE PRINCIPAL CUT-OFF DATE POOL
ORIGINAL CONTRACT AMOUNT CONTRACTS CONTRACTS BALANCE OUTSTANDING PRINCIPAL BALANCE
- ---------------------------------- --------- ------------- ------------------- -----------------
<S> <C> <C> <C> <C>
$ 5,000.01 - $ 10,000.00.......... 66 0.20% $ 548,922.04 0.06%
$10,000.01 - $ 15,000.00.......... 2,038 6.25 24,316,205.04 2.64
$15,000.01 - $ 20,000.00.......... 5,176 15.89 84,985,449.71 9.24
$20,000.01 - $ 25,000.00.......... 6,568 20.16 140,132,649.19 15.23
$25,000.01 - $ 30,000.00.......... 6,106 18.74 160,977,598.10 17.49
$30,000.01 - $ 35,000.00.......... 4,355 13.37 137,079,937.97 14.90
$35,000.01 - $ 40,000.00.......... 3,204 9.83 116,550,046.61 12.67
$40,000.01 - $ 45,000.00.......... 1,922 5.90 79,233,519.37 8.61
$45,000.01 - $ 50,000.00.......... 1,072 3.29 49,832,868.60 5.42
$50,000.01 - $ 55,000.00.......... 706 2.17 36,581,634.12 3.98
$55,000.01 - $ 60,000.00.......... 474 1.45 26,893,936.18 2.92
$60,000.01 - $ 65,000.00.......... 302 0.93 18,661,043.17 2.03
$65,000.01 - $ 70,000.00.......... 202 0.62 13,470,363.17 1.46
$70,000.01 - $ 75,000.00.......... 134 0.41 9,595,784.21 1.04
$75,000.01 - $ 80,000.00.......... 80 0.25 6,137,758.13 0.67
$80,000.01 - $ 85,000.00.......... 75 0.23 6,074,600.02 0.66
$85,000.01 - $ 90,000.00.......... 52 0.16 4,476,383.22 0.49
$90,000.01 - $ 95,000.00.......... 30 0.09 2,747,362.10 0.30
$95,000.01 - $100,000.00.......... 20 0.06 1,915,703.45 0.21
-------- ------ ----------------- ------
Total................... 32,582 100.00% $920,211,764.40 100.00%
======== ====== ================= ======
</TABLE>
CONTRACT RATES
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
NUMBER OF NUMBER OF AGGREGATE PRINCIPAL CUT-OFF DATE POOL
CONTRACT RATE CONTRACTS CONTRACTS BALANCE OUTSTANDING PRINCIPAL BALANCE
- ---------------------------------- --------- ------------- ------------------- -----------------
<S> <C> <C> <C> <C>
7.000% - 8.000%................. 27 0.08% $ 1,370,902.92 0.15%
8.001% - 9.000%................. 365 1.12 16,682,683.83 1.81
9.001% - 10.000%................. 2,543 7.80 99,248,315.67 10.79
10.001% - 11.000%................. 13,175 40.44 401,996,631.13 43.69
11.001% - 12.000%................. 10,284 31.56 257,659,984.74 28.00
12.001% - 13.000%................. 4,957 15.21 116,789,531.16 12.69
13.001% - 14.000%................. 1,140 3.50 24,829,433.48 2.70
14.001% - 15.000%................. 91 0.28 1,634,281.47 0.18
-------- ------ ----------------- ------
Total................... 32,582 100.00% $920,211,764.40 100.00%
======== ====== ================= ======
</TABLE>
S-19
<PAGE> 20
REMAINING TERMS TO MATURITY
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
REMAINING NUMBER OF NUMBER OF AGGREGATE PRINCIPAL CUT-OFF DATE POOL
TERM CONTRACTS CONTRACTS BALANCE OUTSTANDING PRINCIPAL BALANCE
- ---------------------------------- --------- ------------- ------------------- -----------------
<S> <C> <C> <C> <C>
20 - 72 months.................. 462 1.42% $ 6,130,080.02 0.67%
73 - 84 months.................. 449 1.38 6,703,751.82 0.73
85 - 120 months.................. 2,463 7.56 45,625,767.58 4.96
121 - 156 months.................. 8,085 24.81 163,320,865.31 17.75
157 - 180 months.................. 4,266 13.09 102,938,427.14 11.19
181 - 240 months.................. 12,099 37.13 380,937,461.23 41.40
241 - 300 months.................. 3,808 11.69 163,601,422.49 17.78
301 - 360 months.................. 950 2.92 50,953,988.81 5.54
-------- ------ ----------------- ------
Total................... 32,582 100.00% $920,211,764.40 100.00%
======== ====== ================= ======
</TABLE>
SAMPLE POOL STATISTICS
Certain information concerning the original loan-to-value ratios for the
Contracts is not maintained by FCFC in its computer systems. As a result, in
order to compile the data contained in the following table, information was
manually collected from 500 contract files from which 443 contract files
constituting a random sample were examined (after excluding Contracts relating
to refinancings) (the "Sample Pool"). All averages and totals set forth in the
following table have been calculated based upon the Sample Pool Contracts (as
defined below) as of the Cut-off Date. No assurance can be given that the
characteristics of the Sample Pool Contracts are representative of the Contracts
in the aggregate.
The Contracts in the Sample Pool (the "Sample Pool Contracts") consisted of
443 loans with an aggregate unpaid principal balance as of the Cut-off Date of
$13,198,469.79. The weighted average loan-to-value ratio at the time of
origination of the Contracts was approximately 89.95%. "Value" in such
calculation will be equal to the sum of the down payment (which includes the
value of any trade-in unit), 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 appraised by
an independent appraiser. Manufactured Homes, unlike site-built homes, generally
depreciate in value, and it has been FCFC'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.
S-20
<PAGE> 21
ORIGINAL LOAN-TO-VALUE RATIOS
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
ORIGINAL NUMBER OF NUMBER OF AGGREGATE PRINCIPAL CUT-OFF DATE POOL
LOAN-TO-VALUE RATIO CONTRACTS CONTRACTS BALANCE OUTSTANDING PRINCIPAL BALANCE
- ---------------------------------- --------- ------------- ------------------- -----------------
<S> <C> <C> <C> <C>
Less than 65.499%................. 7 1.58% $ 145,775.67 1.10%
65.500% - 70.499%................. 6 1.35 158,384.63 1.20
70.500% - 75.499%................. 5 1.13 134,490.64 1.02
75.500% - 80.499%................. 28 6.32 802,891.26 6.08
80.500% - 85.499%................. 41 9.26 1,135,671.53 8.60
85.500% - 90.499%................. 149 33.63 4,455,729.48 33.76
90.500% - 95.499%................. 185 41.76 5,613,152.41 42.53
95.500% or greater................ 22 4.97 752,374.17 5.70
--- ------ ----------------- ------
Total................... 443 100.00% $ 13,198,469.79 100.00%
=== ====== ================= ======
</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 related Manufactured Home may be lower than the outstanding
principal balance of such Contract.
FORD CONSUMER FINANCE COMPANY, INC.
FCFC is a wholly owned indirect subsidiary of ACONA which acquired FCFC in
1991. FCFC operates two business units: the origination and servicing of
conventional first and second mortgages and home equity loans ("Mortgage
Operations") and the origination and servicing of manufactured home related
loans including loans to manufactured home dealers (the "Manufactured Housing
Finance Division" or the "MHFD"). The Mortgage Operations and the Manufactured
Housing Finance Division conduct their respective businesses, and are managed,
separately and autonomously from one another. FCFC is currently exploring the
transfer of the MHFD, including the servicing of the Contracts, to AHFSI. The
Agreement will permit such transfer to AHFSI without further act on the part of
any other party to the Agreement; provided, that such transfer will not, in and
of itself, cause any Rating Agency to qualify, downgrade or withdraw its
then-current rating on any Class of Certificates. No assurances can be given
that any such transfer will take place or as to what the terms of any such
transfer might be. See "Description of the Certificates -- Certain Other Matters
Regarding the Servicer."
The MHFD finances both new and previously owned manufactured homes,
acquires conventional installment sale contracts by purchasing the loans from
dealers and originates loans directly with consumers.
MANUFACTURED HOME RETAIL INSTALLMENT AND DIRECT LOAN CONTRACTS
The MHFD purchases installment sale contracts from dealers nationwide. The
contracts are fixed rate, fully amortizing and require that the manufactured
home be constructed in compliance with the national building code promulgated by
the U.S. Department of Housing and Urban Development ("HUD code"). The contracts
may also finance additional items for the home including, among other items,
furnishings, air conditioning, skirting, appliances, porches and patios. The
contracts either finance the manufactured home as chattel paper or, in some
cases, the home and real estate through a note and a lien on the property. The
MHFD also extends financing directly to individual borrowers nationwide for the
purchase or refinance of manufactured homes. The additional items of the home
and, in some cases, the purchase of the real estate may also be financed. These
loans have similar terms to purchased contracts and may also finance additional
items for the home.
S-21
<PAGE> 22
UNDERWRITING GUIDELINES
Retail installment sales contracts are purchased both by 15 sales purchase
offices and centrally.
Applications require approval by trained underwriters and may require
additional approval(s) by varying levels of management based on the amount of
the contract or other criteria. After the initial investigation, underwriters
review the information to determine if the loan application is one that can be
approved for purchase or origination, or whether additional information is
required.
Credit decisions are based on established underwriting guidelines and an
appropriate credit grade is assigned to each application approved. Underwriting
guidelines are applied consistently nationwide. After reviewing each applicant's
information, the underwriter makes the credit decision and assigns a credit
grade, which is based on several criteria, including the applicant's occupation,
time on job and credit history.
SERVICING
The MHFD services contracts in five region service centers (Atlanta,
Cincinnati, Dallas, Portland, Tampa) and at the Division Operations Center. Each
office performs all collection efforts, control of accounts which have filed for
bankruptcy and repossession management and remarketing repossessed units.
The MHFD generally does not purchase retail contracts with recourse for all
or a portion of the principal balance or interest to either the manufacturer of
the home or the dealer who sold the contract to the MHFD. Under certain
contractual arrangements, in the event of the MHFD repossessing a home, the
manufacturer may be responsible for providing refurbishment items at its cost.
Similarly, the dealer may be responsible for costs associated with preparing the
home for movement, actual transportation costs to the dealer's sales center and
delivery costs to the ultimate purchaser's site, in exchange for a commission
based on the sales price.
The MHFD uses monthly receipt/billing statements to provide each borrower
with the amount due and the status/balance of the account. Statements are mailed
to borrowers 18 days prior to the due date of the next payment. Most customer
payments are remitted to a lock-box bank, with a small number of customer
payments being remitted to a region service center. The MHFD provides the
lock-box bank with criteria for accepting payments as well as accounts for which
payments should not be accepted. Rejected payments are sent daily by the
lock-box bank to the Division Operations Center where they are processed and
posted. Payments accepted by the lock-box bank are transmitted to the MHFD
daily.
Payment due dates are generally the 1st, 5th, 10th or 15th of a month to
provide some flexibility to match the customer's pattern of income.
The Collection Department of each region service center focuses its efforts
on the timely and complete payment of amounts due to the MHFD. Accounts are
considered 30 days delinquent when the customer has not remitted a payment which
is no more than five dollars less than the amount of the prior installment by
the date the next installment is due. Telephone calls by the region collection
staff to delinquent customers begin approximately 15 days after the payment due
date, with efforts made to contact at least four times during a month or until
payment is received. Follow-up is aided by computer prompts with follow-up dates
held to five working days. Telephone calls and letters are used primarily
through a 60 day cycle. Customers who will become 90 days delinquent if a full
monthly payment is not received prior to their next due date are provided with
right to cure letters and other written warnings regarding their continued
default. The collection manager in each region service center will review each
contract that is 90 days delinquent to determine appropriate action.
DELINQUENCY, LOAN LOSS AND REPOSSESSION EXPERIENCE
The following tables set forth the delinquency and loan loss and
repossession experience for the periods indicated of the portfolio of
conventional manufactured housing contracts originated by FCFC. All of the
Contracts in the Trust will be conventional Contracts, meaning that they are not
insured or guaranteed by any governmental agency.
S-22
<PAGE> 23
DELINQUENCY EXPERIENCE
<TABLE>
<CAPTION>
AT DECEMBER 31,
------------------------------------- AT JULY 31,
1992 1993 1994 1995 1996
------- ------- ------- ------- -----------
<S> <C> <C> <C> <C> <C>
Number of Contracts Outstanding(1).............. 41,324 49,795 58,685 65,482 69,817
Number of Contracts Delinquent(2):
30-59 Days.................................... 416 415 610 802 728
60-89 Days.................................... 161 141 168 207 209
90 Days or More............................... 252 240 263 306 286
Total Contracts Delinquent...................... 829 796 1,041 1,315 1,223
Delinquencies as a Percentage of Contracts
Outstanding(3)................................ 2.01% 1.60% 1.77% 2.01% 1.75%
</TABLE>
- ---------------
(1) Excludes contracts already in repossession.
(2) The period of delinquency is based on the number of days payments are
contractually past due (assuming 30-day months). Consequently, a contract
due on the first day of a month is not 30 days delinquent until the first
day of the next month.
(3) By number of contracts.
The following table sets forth the loan loss and repossession experience
for the periods indicated of the portfolio of conventional manufactured housing
contracts serviced by FCFC.
LOAN LOSS/REPOSSESSION EXPERIENCE
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SEVEN MONTHS
YEAR ENDED DECEMBER 31, ENDED
----------------------------------------------- JULY 31,
1992 1993 1994 1995 1996
-------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Number of Contracts Serviced(1)...... 41,579 50,060 58,979 65,746 70,080
Principal Balance of Contracts
Serviced(1)........................ $796,401 $1,025,554 $1,318,191 $1,592,868 $ 1,801,803
Contract Liquidations(2)............. 2.21% 2.10% 2.17% 2.46% 1.61%
Net Losses:
Dollars(3)......................... $ 6,454 $ 7,655 $ 9,512 $ 14,293 $ 9,923
Percentage(4)...................... 0.81% 0.75% 0.72% 0.90% 0.55%
</TABLE>
- ---------------
(1) As of period end. Includes contracts already in repossession.
(2) As a percentage of the total number of contracts being serviced as of period
end.
(3) The calculation of net loss includes all expenses of repossession and
liquidation.
(4) As a percentage of the principal balance of contracts being serviced as of
period end.
The data presented in the foregoing tables are for illustrative purposes
only and there is no assurance that the delinquency, loan loss or repossession
experience of the Contracts 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. These regional or local economic conditions are often
volatile, and no predictions can be made regarding future economic conditions in
any particular area. These downturns have tended to increase the severity of
loss on repossession because of the increased supply of used manufactured homes,
which in turn may affect the supply in other regions.
S-23
<PAGE> 24
YIELD AND PREPAYMENT CONSIDERATIONS
GENERAL
The following information supplements, and to the extent inconsistent
therewith supersedes, the information in the Prospectus under "Yield
Considerations" and "Maturity and Prepayment Considerations."
The Contracts had original terms to maturity of 30 to 360 months, but may
be prepaid in full or in part at any time by the related borrowers (each, an
"Obligor") without payment of any prepayment fee or penalty. The prepayment
experience of the Contracts (including prepayments due to liquidations of
defaulted Contracts) will affect the life of the Certificates. Based on FCFC's
experience with its portfolio of conventional manufactured housing contracts
originated and serviced by it, FCFC anticipates that a substantial number of
Contracts will be prepaid in full prior to their maturity. A variety 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 herein under "Description of the Certificates -- Conveyance of
Contracts" will have the effect of prepayment of such Contracts and therefore
will affect the lives of the Certificates. Most of the Contracts contain
provisions that prohibit the Obligor from selling the related Manufactured Home
without the prior consent of the holder of the related Contract. Such provisions
are similar to "due-on-sale" clauses and may not be enforceable in some states.
See "Certain Legal Aspects of the Contracts -- Land-and-Home Contracts" herein
and "Certain Legal Aspects of the Mortgage Loans and Contracts -- Transfers of
Manufactured Homes; Enforceability of 'Due-on-Sale' Clauses" in the Prospectus.
FCFC's policy is to permit most sales of Manufactured Homes where the proposed
buyer meets its 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.
The allocation of distributions to the Certificateholders in accordance
with the Agreement will have the effect of accelerating the amortization of each
Class of senior Certificates in the sequence indicated herein under "Description
of the Certificates -- Distributions -- Payment of Available Distribution
Amounts" from the amortization that would be applicable if distributions in
respect of the Formula Principal Distribution Amount were made pro rata
according to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class M,
Class B-1 and Class B-2 Certificate Principal Balances. As described herein
under "Description of the Certificates -- Subordination of the Class M
Certificates" and "-- Subordination of the Class B and Class R Certificates," to
the extent that, on any Distribution Date, the Available Distribution Amount is
not sufficient to permit a full distribution of the Formula Principal
Distribution Amount or the portion thereof due on such Distribution Date to any
Class of Offered Certificates entitled to such distribution, the effect will be
to delay the amortization of such Class of 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 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 delinquencies and prepayments) of
the Contracts. The rate of principal distributions on the Offered Certificates
and the yield to maturity of the Offered Certificates will be affected by the
rate of delinquencies on the Contracts and 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 Offered 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
interest collected on the Contracts in excess of the amount necessary to
distribute interest on the Certificates or from available amounts on deposit in
the Reserve Fund and, in the case of the Subordinate Certificates, the related
Reserve Account, 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. There can be no
assurance that the delinquency or repossession experience set forth herein under
"Ford Consumer Finance Company, Inc. --
S-24
<PAGE> 25
Delinquency, Loan Loss and Repossession Experience" 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.
On any Distribution Date on or after the Distribution Date, if any, on
which the Certificate Principal Balance of one or more classes of senior
Certificates is greater than the Pool Balance, if the Available Distribution
Amount is not sufficient to permit a full distribution of the Formula Principal
Distribution Amount to such Certificateholders, the related Certificateholders
(beginning, in the case of more than one Class of senior Certificates, with the
most junior Class until its Certificate Principal Balance or Adjusted
Certificate Principal Balance, as applicable, has been reduced to zero, then to
the second most junior Class and so forth) 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
Pass-Through 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," "-- Subordination of the Class M Certificates,"
"-- Subordination of the Class B and Class R Certificates" and "-- Losses on
Liquidated Contracts" herein.
Each of the Depositor and the Servicer (whether or not FCFC remains the
Servicer) will have the option to repurchase the Contracts and other property in
the Trust Fund on any Distribution Date after the first Distribution Date as of
which the Pool Balance is less than 10% of the Cut-off Date Pool Balance. See
"Description of the Certificates -- Termination" herein. The exercise of such
option or the sale of the Contracts and such other property of the Trust Fund by
the Trustee under the circumstances described herein under "Description of the
Certificates -- Termination" will effect early retirement of all outstanding
Offered Certificates.
In the event that there are delinquencies on the Actuarial Contracts in any
Due Period, 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, notwithstanding the
making of Advances by the Servicer with respect to such Actuarial Contracts,
even if delinquent payments on the Contracts are eventually recovered upon
liquidation, since the amounts received will not include interest on delinquent
interest payments, the effective yield on the Actuarial Contracts will 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 Pass-Through Rate,
thus also reducing the effective yield on the Offered Certificates.
Although the APRs on the Contracts vary, prepayments on Contracts generally
will not affect the Pass-Through Rate on the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-5 Certificates, because the related Pass-Through Rates are
fixed. The Class M, Class B-1 and Class B-2 Pass-Through Rates on any
Distribution Date will respectively be %, % and % per annum
(computed on the basis of a 360-day year of twelve 30-day months), unless the
Contracts prepay in such a manner that the applicable Weighted Average Net
Contract Rate is less than %, % and %, respectively, in which
case the Class M Pass-Through Rate, the Class B-1 Pass-Through Rate or the Class
B-2 Pass-Through Rate, as the case may be, will equal such Weighted Average Net
Contract Rate.
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 from Obligors during such Due Period to less than
one month's interest. On the other hand, when a 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 Class A,
Class M and Class B Certificates with respect to such Due Period. As a result,
the Trust Fund may not receive sufficient monies to pay the interest
S-25
<PAGE> 26
on the Senior and/or Subordinate Certificates in the amounts set forth herein
under "Summary -- Distributions" and "Description of the
Certificates -- Distributions" and to make a full distribution to the Senior
and/or Subordinate Certificateholders of the portion of the Formula Principal
Distribution Amount respectively allocable to them. Although no assurance can be
given in this matter, FCFC does not anticipate that the net shortfall of
interest received because of prepayments in full in any Due Period would be
great enough, in the absence of delinquencies and Liquidation Losses, to reduce
the Available Distribution Amount for a Distribution Date below the amount that
would be required to be distributed to Class A, Class M and Class B
Certificateholders on that Distribution Date.
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 6.00% 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, "150% of the Prepayment Model" assumes the Contracts will
prepay at rates equal to 150% of the Prepayment Model assumed prepayment rates,
"300% of the Prepayment Model" assumes the Contracts will prepay at rates equal
to 300% of the Prepayment Model assumed prepayment rates and "500% of the
Prepayment Model" assumes the Contracts will prepay at rates equal to 500% 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 manufactured housing contracts include changes
in obligors' housing needs, job transfers, unemployment and obligors' net equity
in the related manufactured homes. In the case of mortgage loans secured by
site-built homes, in general, if prevailing 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 rates 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.
S-26
<PAGE> 27
The following tables assume that each Monthly Payment on the Contracts is
received by the Servicer on its respective Due Date and that there will be a
sufficient Available Distribution Amount to distribute interest on the Offered
Certificates and the full Formula Principal Distribution Amount to the
Certificateholders and to pay the Servicing Fee to the Servicer.
The percentages and weighted average lives in the following tables were
determined assuming that (i) scheduled interest and principal payments on the
Contracts are received in a timely manner and prepayments are made at the
indicated percentages of the Prepayment Model set forth in the tables; (ii)
neither the Depositor nor the Servicer exercises its right of optional
termination and the Trustee does not receive satisfactory bids for the sale of
Contracts and other property in the Trust Fund, in each case as described herein
under "Description of the Certificates -- Termination"; (iii) the Contracts
will, as of the Cut-off Date, be grouped into six pools having the additional
characteristics set forth below under "Assumed Contract Characteristics"; (iv)
(a) the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates
initially respectively represent 23.36%, 15.97%, 14.89%, 7.82% and 19.95% of the
entire ownership interest in the Trust Fund, (b) the Class M Certificates
initially represent 7.00% of the entire ownership interest in the Trust Fund,
(c) the Class B-1 Certificates initially represent 7.50% of the entire ownership
interest in the Trust Fund and (d) the Class B-2 Certificates initially
represent 3.50% of the entire ownership interest in the Trust Fund; (v) no
interest shortfalls will arise in connection with prepayment in full of the
Contracts; (vi) there will be no losses on the Contract Pool; and (vii) a
servicing fee of 1.00% per annum will be paid to the Servicer. No representation
is made that the Contracts will experience delinquencies or losses at the
respective rates assumed above or at any other rates.
ASSUMED CONTRACT CHARACTERISTICS
<TABLE>
<CAPTION>
REMAINING ORIGINAL
CUT-OFF DATE TERM TO TERM TO
PRINCIPAL MATURITY MATURITY
POOL BALANCE APR (MONTHS) (MONTHS)
- --------------------------------------------- --------------- ----- --------- --------
<S> <C> <C> <C> <C>
1........................................... $ 58,459,599.42 11.21% 97 116
2........................................... 112,142,701.36 11.46 142 174
3........................................... 154,116,591.09 11.54 163 180
4........................................... 380,937,461.23 11.20 218 239
5........................................... 163,601,422.49 10.42 291 300
6........................................... 50,953,988.81 10.44 357 360
--------------- ----- --- ---
Total.............................. $920,211,764.40 11.11% 213 231
=============== ===== === ---
</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
Initial Class A-1, Initial Class A-2, Initial Class A-3, Initial Class A-4,
Initial Class A-5, Initial Class M and Initial Class B-1 Certificate Principal
Balances outstanding and weighted average lives of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class M and Class B-1 Certificates set forth in
the tables. In addition, since the actual Contracts and the Trust Fund will 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.
It is not likely that the 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 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.
S-27
<PAGE> 28
Based on the foregoing assumptions, the following tables indicate the
resulting weighted average lives of the Offered Certificates and set forth the
percentage of the Initial Class A-1, Initial Class A-2, Initial Class A-3,
Initial Class A-4, Initial Class A-5, Initial Class M and Initial Class B-1
Certificate Principal Balances that would be outstanding after each of the dates
shown at the indicated percentages of the Prepayment Model.
S-28
<PAGE> 29
PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE
CLASS A-1 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<TABLE>
<CAPTION>
PREPAYMENTS (% OF PREPAYMENT MODEL)
---------------------------------------------------------
DISTRIBUTION DATE 0% 75% 100% 150% 200% 300%
- --------------------------------------- --- --- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage..................... 100 100 100 100 100 100
September 1997......................... 89 71 65 53 42 10
September 1998......................... 77 42 31 9 0 0
September 1999......................... 64 14 0 0 0 0
September 2000......................... 49 0 0 0 0 0
September 2001......................... 32 0 0 0 0 0
September 2002......................... 13 0 0 0 0 0
September 2003......................... 0 0 0 0 0 0
September 2004......................... 0 0 0 0 0 0
September 2005......................... 0 0 0 0 0 0
September 2006......................... 0 0 0 0 0 0
September 2007......................... 0 0 0 0 0 0
September 2008......................... 0 0 0 0 0 0
September 2009......................... 0 0 0 0 0 0
September 2010......................... 0 0 0 0 0 0
September 2011......................... 0 0 0 0 0 0
September 2012......................... 0 0 0 0 0 0
September 2013......................... 0 0 0 0 0 0
September 2014......................... 0 0 0 0 0 0
September 2015......................... 0 0 0 0 0 0
September 2016......................... 0 0 0 0 0 0
September 2017......................... 0 0 0 0 0 0
September 2018......................... 0 0 0 0 0 0
September 2019......................... 0 0 0 0 0 0
September 2020......................... 0 0 0 0 0 0
September 2021......................... 0 0 0 0 0 0
September 2022......................... 0 0 0 0 0 0
September 2023......................... 0 0 0 0 0 0
September 2024......................... 0 0 0 0 0 0
September 2025......................... 0 0 0 0 0 0
September 2026......................... 0 0 0 0 0 0
Weighted Average Life (years)(1)....... 3.7 1.8 1.5 1.1 0.9 0.6
</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 Closing Date to the related Distribution Date, (ii) summing
the results and (iii) dividing the sum by the Initial Class A-1 Certificate
Principal Balance.
S-29
<PAGE> 30
PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE
CLASS A-2 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<TABLE>
<CAPTION>
PREPAYMENTS (% OF PREPAYMENT MODEL)
---------------------------------------------------------
DISTRIBUTION DATE 0% 75% 100% 150% 200% 300%
- --------------------------------------- --- --- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage..................... 100 100 100 100 100 100
September 1997......................... 100 100 100 100 100 100
September 1998......................... 100 100 100 100 82 23
September 1999......................... 100 100 98 54 14 0
September 2000......................... 100 80 52 0 0 0
September 2001......................... 100 39 8 0 0 0
September 2002......................... 100 0 0 0 0 0
September 2003......................... 88 0 0 0 0 0
September 2004......................... 54 0 0 0 0 0
September 2005......................... 22 0 0 0 0 0
September 2006......................... 0 0 0 0 0 0
September 2007......................... 0 0 0 0 0 0
September 2008......................... 0 0 0 0 0 0
September 2009......................... 0 0 0 0 0 0
September 2010......................... 0 0 0 0 0 0
September 2011......................... 0 0 0 0 0 0
September 2012......................... 0 0 0 0 0 0
September 2013......................... 0 0 0 0 0 0
September 2014......................... 0 0 0 0 0 0
September 2015......................... 0 0 0 0 0 0
September 2016......................... 0 0 0 0 0 0
September 2017......................... 0 0 0 0 0 0
September 2018......................... 0 0 0 0 0 0
September 2019......................... 0 0 0 0 0 0
September 2020......................... 0 0 0 0 0 0
September 2021......................... 0 0 0 0 0 0
September 2022......................... 0 0 0 0 0 0
September 2023......................... 0 0 0 0 0 0
September 2024......................... 0 0 0 0 0 0
September 2025......................... 0 0 0 0 0 0
September 2026......................... 0 0 0 0 0 0
Weighted Average Life (years)(1)....... 8.2 4.7 4.1 3.1 2.5 1.7
</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 Closing Date to the related Distribution Date, (ii) summing
the results and (iii) dividing the sum by the Initial Class A-2 Certificate
Principal Balance.
S-30
<PAGE> 31
PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE
CLASS A-3 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<TABLE>
<CAPTION>
PREPAYMENTS (% OF PREPAYMENT MODEL)
-----------------------------------------------------------
DISTRIBUTION DATE 0% 75% 100% 150% 200% 300%
- -------------------------------------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage.................... 100 100 100 100 100 100
September 1997........................ 100 100 100 100 100 100
September 1998........................ 100 100 100 100 100 100
September 1999........................ 100 100 100 100 100 35
September 2000........................ 100 100 100 100 50 0
September 2001........................ 100 100 100 52 0 0
September 2002........................ 100 100 65 13 0 0
September 2003........................ 100 61 30 0 0 0
September 2004........................ 100 27 0 0 0 0
September 2005........................ 100 0 0 0 0 0
September 2006........................ 87 0 0 0 0 0
September 2007........................ 51 0 0 0 0 0
September 2008........................ 16 0 0 0 0 0
September 2009........................ 0 0 0 0 0 0
September 2010........................ 0 0 0 0 0 0
September 2011........................ 0 0 0 0 0 0
September 2012........................ 0 0 0 0 0 0
September 2013........................ 0 0 0 0 0 0
September 2014........................ 0 0 0 0 0 0
September 2015........................ 0 0 0 0 0 0
September 2016........................ 0 0 0 0 0 0
September 2017........................ 0 0 0 0 0 0
September 2018........................ 0 0 0 0 0 0
September 2019........................ 0 0 0 0 0 0
September 2020........................ 0 0 0 0 0 0
September 2021........................ 0 0 0 0 0 0
September 2022........................ 0 0 0 0 0 0
September 2023........................ 0 0 0 0 0 0
September 2024........................ 0 0 0 0 0 0
September 2025........................ 0 0 0 0 0 0
September 2026........................ 0 0 0 0 0 0
Weighted Average Life (years)(1)...... 11.0 7.4 6.5 5.1 4.0 2.8
</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 Closing Date to the related Distribution Date, (ii) summing
the results and (iii) dividing the sum by the Initial Class A-3 Certificate
Principal Balance.
S-31
<PAGE> 32
PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE
CLASS A-4 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<TABLE>
<CAPTION>
PREPAYMENTS (% OF PREPAYMENT MODEL)
---------------------------------------------------------
DISTRIBUTION DATE 0% 75% 100% 150% 200% 300%
- --------------------------------------- --- --- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage..................... 100 100 100 100 100
September 1997......................... 100 100 100 100 100 100
September 1998......................... 100 100 100 100 100 100
September 1999......................... 100 100 100 100 100 100
September 2000......................... 100 100 100 100 100 30
September 2001......................... 100 100 100 100 100 0
September 2002......................... 100 100 100 100 26 0
September 2003......................... 100 100 100 56 0 0
September 2004......................... 100 100 92 0 0 0
September 2005......................... 100 95 37 0 0 0
September 2006......................... 100 39 0 0 0 0
September 2007......................... 100 0 0 0 0 0
September 2008......................... 100 0 0 0 0 0
September 2009......................... 71 0 0 0 0 0
September 2010......................... 17 0 0 0 0 0
September 2011......................... 0 0 0 0 0 0
September 2012......................... 0 0 0 0 0 0
September 2013......................... 0 0 0 0 0 0
September 2014......................... 0 0 0 0 0 0
September 2015......................... 0 0 0 0 0 0
September 2016......................... 0 0 0 0 0 0
September 2017......................... 0 0 0 0 0 0
September 2018......................... 0 0 0 0 0 0
September 2019......................... 0 0 0 0 0 0
September 2020......................... 0 0 0 0 0 0
September 2021......................... 0 0 0 0 0 0
September 2022......................... 0 0 0 0 0 0
September 2023......................... 0 0 0 0 0 0
September 2024......................... 0 0 0 0 0 0
September 2025......................... 0 0 0 0 0 0
September 2026......................... 0 0 0 0 0 0
Weighted Average Life (years)(1)....... 13.4 9.8 8.8 7.1 5.7 3.9
</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 Closing Date to the related Distribution Date, (ii) summing
the results and (iii) dividing the sum by the Initial Class A-4 Certificate
Principal Balance.
S-32
<PAGE> 33
PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE
CLASS A-5 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<TABLE>
<CAPTION>
PREPAYMENTS (% OF PREPAYMENT MODEL)
---------------------------------------------------------
DISTRIBUTION DATE 0% 75% 100% 150% 200% 300%
- --------------------------------------- --- --- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage..................... 100 100 100 100 100 100
September 1997......................... 100 100 100 100 100 100
September 1998......................... 100 100 100 100 100 100
September 1999......................... 100 100 100 100 100 100
September 2000......................... 100 100 100 100 100 100
September 2001......................... 100 100 100 100 100 75
September 2002......................... 100 100 100 100 100 51
September 2003......................... 100 100 100 100 85 31
September 2004......................... 100 100 100 97 63 13
September 2005......................... 100 100 100 77 45 3
September 2006......................... 100 100 93 58 29 0
September 2007......................... 100 94 73 41 16 0
September 2008......................... 100 72 51 25 4 0
September 2009......................... 100 55 38 13 0 0
September 2010......................... 100 40 25 2 0 0
September 2011......................... 89 27 14 0 0 0
September 2012......................... 69 15 3 0 0 0
September 2013......................... 47 2 0 0 0 0
September 2014......................... 22 0 0 0 0 0
September 2015......................... 14 0 0 0 0 0
September 2016......................... 8 0 0 0 0 0
September 2017......................... 0 0 0 0 0 0
September 2018......................... 0 0 0 0 0 0
September 2019......................... 0 0 0 0 0 0
September 2020......................... 0 0 0 0 0 0
September 2021......................... 0 0 0 0 0 0
September 2022......................... 0 0 0 0 0 0
September 2023......................... 0 0 0 0 0 0
September 2024......................... 0 0 0 0 0 0
September 2025......................... 0 0 0 0 0 0
September 2026......................... 0 0 0 0 0 0
Weighted Average Life (years)(1)....... 17.0 13.6 12.5 10.6 8.9 6.3
</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 Closing Date to the related Distribution Date, (ii) summing
the results and (iii) dividing the sum by the Initial Class A-5 Certificate
Principal Balance.
S-33
<PAGE> 34
PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE
CLASS M CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<TABLE>
<CAPTION>
PREPAYMENTS (% OF PREPAYMENT MODEL)
-----------------------------------------------------------
DISTRIBUTION DATE 0% 75% 100% 150% 200% 300%
- -------------------------------------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage.................... 100 100 100 100 100 100
September 1997........................ 100 100 100 100 100 100
September 1998........................ 100 100 100 100 100 100
September 1999........................ 100 100 100 100 100 100
September 2000........................ 100 100 100 100 100 100
September 2001........................ 100 100 100 100 100 100
September 2002........................ 100 100 100 100 100 100
September 2003........................ 100 100 100 100 100 100
September 2004........................ 100 100 100 100 100 100
September 2005........................ 100 100 100 100 100 100
September 2006........................ 100 100 100 100 100 82
September 2007........................ 100 100 100 100 100 57
September 2008........................ 100 100 100 100 100 33
September 2009........................ 100 100 100 100 82 16
September 2010........................ 100 100 100 100 56 3
September 2011........................ 100 100 100 79 37 0
September 2012........................ 100 100 100 51 20 0
September 2013........................ 100 100 74 31 5 0
September 2014........................ 100 61 39 9 0 0
September 2015........................ 100 44 25 1 0 0
September 2016........................ 100 32 16 0 0 0
September 2017........................ 100 21 7 0 0 0
September 2018........................ 75 9 0 0 0 0
September 2019........................ 47 0 0 0 0 0
September 2020........................ 16 0 0 0 0 0
September 2021........................ 4 0 0 0 0 0
September 2022........................ 0 0 0 0 0 0
September 2023........................ 0 0 0 0 0 0
September 2024........................ 0 0 0 0 0 0
September 2025........................ 0 0 0 0 0 0
September 2026........................ 0 0 0 0 0 0
Weighted Average Life (years)(1)...... 20.4 16.8 15.9 13.7 12.1 9.3
</TABLE>
- ---------------
(1) The weighted average life of the Class M Certificates is determined by (i)
multiplying the amount of each principal distribution by the number of
years from the Closing Date to the related Distribution Date, (ii) summing
the results and (iii) dividing the sum by the Initial Class M Certificate
Principal Balance.
S-34
<PAGE> 35
PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE
CLASS B-1 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE
PREPAYMENT MODEL SET FORTH BELOW:
<TABLE>
<CAPTION>
PREPAYMENTS (% OF PREPAYMENT MODEL)
---------------------------------------------------------
DISTRIBUTION DATE 0% 75% 100% 150% 200% 300%
- --------------------------------------- --- --- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage..................... 100 100 100 100 100 100
September 1997......................... 100 100 100 100 100 100
September 1998......................... 100 100 100 100 100 100
September 1999......................... 100 100 100 100 100 100
September 2000......................... 100 100 100 100 100 100
September 2001......................... 100 100 100 90 86 80
September 2002......................... 100 100 96 71 64 52
September 2003......................... 100 93 79 54 45 29
September 2004......................... 100 77 63 38 28 11
September 2005......................... 100 63 49 25 14 0
September 2006......................... 100 49 35 13 2 0
September 2007......................... 89 35 22 2 0 0
September 2008......................... 72 22 10 0 0 0
September 2009......................... 58 11 0 0 0 0
September 2010......................... 44 1 0 0 0 0
September 2011......................... 33 0 0 0 0 0
September 2012......................... 20 0 0 0 0 0
September 2013......................... 6 0 0 0 0 0
September 2014......................... 0 0 0 0 0 0
September 2015......................... 0 0 0 0 0 0
September 2016......................... 0 0 0 0 0 0
September 2017......................... 0 0 0 0 0 0
September 2018......................... 0 0 0 0 0 0
September 2019......................... 0 0 0 0 0 0
September 2020......................... 0 0 0 0 0 0
September 2021......................... 0 0 0 0 0 0
September 2022......................... 0 0 0 0 0 0
September 2023......................... 0 0 0 0 0 0
September 2024......................... 0 0 0 0 0 0
September 2025......................... 0 0 0 0 0 0
September 2026......................... 0 0 0 0 0 0
Weighted Average Life (years)(1)....... 13.7 10.0 9.1 7.5 6.9 6.3
</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 Closing Date to the related Distribution Date, (ii) summing
the results and (iii) dividing the sum by the Initial Class B-1 Certificate
Principal Balance.
S-35
<PAGE> 36
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. A copy of the execution form of the
Agreement (without certain exhibits) will be filed with the Securities and
Exchange Commission after the Closing Date. The following description
supplements and, to the extent inconsistent therewith supersedes, the
description of the Agreement and the Certificates under "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 will be subject to, and will be 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 Offered Certificates will be issued in fully registered form only, in
denominations of $50,000 and integral multiples of $1,000 in excess thereof,
except for one physical Certificate of each Class representing the remaining
denomination of such Class of Certificate. 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 Trust Fund will include, among other things, (i) the Contract Pool,
including all rights to receive payments on the Contracts received on or after
the Cut-off Date, (ii) security interests in the related Manufactured Homes,
(iii) the amounts held from time to time in an account (the "Certificate
Account") maintained by the Trustee pursuant to the Agreement, (iv) the amounts
held from time to time in the Reserve Fund and the Reserve Accounts, (v) any
property which initially secured a Contract and which is acquired in the process
of realizing thereon, (vi) the proceeds of all insurance policies described
herein and (vii) all proceeds of the foregoing. The Depositor will cause the
Contracts to be assigned to the Trustee or a co-trustee. The Servicer, will
service the Contracts pursuant to the Agreement. The Contract documents will be
held for the benefit of the Trustee by the Servicer.
Distributions of principal and interest on the Certificates will be made on
each Distribution Date to the persons in whose names the Certificates are
registered as of the close of business on the related Record Date. With respect
to each Distribution Date (other than the first Distribution Date), the Offered
Certificates will accrue interest from the 15th day of the calendar month
immediately preceding the calendar month in which such Distribution Date occurs
through the 14th day of the calendar month of such Distribution Date. With
respect to the first Distribution Date, interest on the Certificates will accrue
during the period beginning on the Closing Date and ending on October 14, 1996.
If Definitive 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 specified in the
final distribution notice to Certificateholders.
CONVEYANCE OF CONTRACTS
On the Closing Date, the Depositor will cause to be transferred to the
Trustee or a co-trustee, without recourse, among other things, all right, title
and interest of the Depositor conveyed to it by FCFC in, to and under the
Contracts, including all principal and interest received on or with respect to
the Contracts on or after the Cut-off Date, and all rights under the standard
hazard insurance policies on the related Manufactured Homes. The Depositor will
represent and warrant only that it had, subject to certain assumptions, good
title to, and was the sole owner of each Contract and any related Mortgage free
of any liens, charges or encumbrances created by the Depositor. The Contracts
will be described on a schedule attached to the Agreement (the "Contract
Schedule") that will identify each Contract by number and name of the related
Obligor and set
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forth the unpaid principal balance of each Contract as of the Cut-off Date. Any
Contract discovered not to agree with such schedule in a manner that is
materially adverse to the interests of the Certificateholders will be
repurchased by FCFC, except that if the discrepancy relates to the unpaid
principal balance of a Contract, FCFC may deposit cash in the Certificate
Account in an amount sufficient to offset such discrepancy.
The Servicer will hold, on behalf of the Certificateholders, the original
Contracts and copies of documents and instruments relating to each Contract and
the security interest in the Manufactured Home or real estate relating to each
Contract. In order to give notice of the Trustee's right, title and interest in,
to and under the Contracts, a UCC-1 financing statement identifying the Trustee
or a co-trustee as the secured party or purchaser and identifying all the
Contracts as collateral will be filed in the appropriate office in the
appropriate state. If a subsequent purchaser were able to take physical
possession of the Contracts without notice of such assignment, the Trustee's
interest in the Contracts could be defeated. See "Certain Legal Aspects of the
Mortgage Loans and Contracts -- The Contracts" in the Prospectus.
FCFC will make certain representations and warranties in respect of each
Contract, as of the Closing Date, including the following: (a) as of the Cut-off
Date, no Contract was more than 59 days past due; (b) each Contract and any
related Mortgage 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 or by general equitable principles); (c)
each Contract is covered by hazard insurance described below under "Hazard
Insurance Policies"; (d) each Contract complies with all requirements of law;
(e) each Contract creates a valid and enforceable first priority security
interest in favor of FCFC in the Manufactured Home covered thereby and such
security interest or Mortgage has been assigned (by way of a single blanket
assignment) by FCFC to the Depositor; and (f) immediately prior to the transfer
thereof to the Depositor, FCFC 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 and any related Mortgage to the Depositor; no Contract or any related
Mortgage has been sold, assigned or pledged by FCFC to any person other than the
Depositor and prior to the transfer of the Contracts by FCFC to the Depositor,
FCFC was the sole owner and had the full right to transfer the Contract to the
Depositor. Pursuant to the Agreement, FCFC 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 FCFC becomes
aware, or after FCFC's receipt of written notice from the Trustee or the
Servicer, of a breach of any representation or warranty of FCFC in the Agreement
that materially adversely affects the Trustee's interest in any Contract if such
breach has not been cured. In the case of a breach of the representation and
warranty described in clause (f) based on the fact that the Trustee or a
co-trustee has not been noted as the lienholder on the related certificate of
title, FCFC will be obligated to repurchase the related Contract only if a court
of competent jurisdiction has adjudged that the failure to so note the Trustee
or such co-trustee as lienholder has resulted in the Trustee not having a
perfected first priority security interest in the related Manufactured Home. The
"Repurchase Price" for any Contract will be the unpaid principal balance of such
Contract at the beginning of the month of repurchase plus accrued and unpaid
interest thereon to the Due Date in such month. This repurchase obligation will
constitute the sole remedy available to the Depositor, the Trustee and the
Certificateholders for a breach of a representation or warranty under the
Agreement with respect to the Contracts. If a prohibited transactions tax under
the REMIC provisions of the Code is incurred in connection with such repurchase,
distributions otherwise payable to the holders of the Class R Certificates will
be applied to pay such tax. The foregoing description of representations and
warranties with respect to the Contracts replaces the description under
"Description of the Certificates -- The Contracts" in the Prospectus.
Pursuant to the Agreement, FCFC will also make certain representations and
warranties with respect to the Contracts in the aggregate, including that: (i)
the aggregate principal amount payable by the Obligors under the Contracts as of
the Cut-off Date equals the Cut-off Date Pool Balance; (ii) based on Cut-off
Date Pool Balance, approximately 84.20% and 15.80% of the Contracts are
attributable to loans to purchase new and used Manufactured Homes, respectively;
(iii) no Contract has a remaining term to maturity of more than 360 months; (iv)
the date of each Contract is on or after November 24, 1992; and (v) no adverse
selection procedures were employed in selecting the Contracts.
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PAYMENTS ON CONTRACTS; CERTIFICATE ACCOUNT
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 (a) the long-term deposit rating or
unsecured long-term debt of which have been rated in one of the two highest
categories by each Rating Agency or (b) whose commercial paper has a rating of
P-1 by Moody's and A-1+ by Standard & Poor's, (ii) in the corporate trust
department of the Trustee or (iii) at an institution otherwise acceptable to
each Rating Agency. Funds in the Certificate Account will be invested in
Eligible Investments that will mature or be subject to redemption not later than
the Business Day immediately preceding the Distribution Date next following the
date of such investment. Eligible Investments will include, among other things,
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 A-1+ by Standard & Poor's and other
obligations acceptable to each Rating Agency.
All payments in respect of principal and interest on the Contracts received
by the Servicer during a Due Period (net of any servicing compensation and
certain other amounts reimbursable to the Servicer pursuant to the Agreement),
including Principal Prepayments and Liquidation Proceeds (net of Liquidation
Expenses), will be deposited into the Certificate Account no later than the
Business Day immediately preceding the related Distribution Date (each, a
"Deposit Date"). Amounts received as late payment fees, extension fees,
assumption fees or similar fees will be retained by the Servicer as additional
servicing compensation. See "Servicing Compensation" herein and "Description of
the Certificates -- Servicing Compensation and Payment of Expenses" in the
Prospectus. In addition, on each Deposit Date, the following amounts will also
be deposited into the Certificate Account: (i) the Repurchase Price paid by FCFC
for Contracts repurchased as a result of breach of a representation or warranty
under the Agreement, as described herein under "Conveyance of Contracts," (ii)
the Advance, if any, (iii) any Reserve Fund Draw Amounts and (iv) amounts
collected under Hazard Insurance Policies, except to the extent that they are
applied to the restoration of the related Manufactured Home or paid to the
related Obligor in accordance with the normal servicing procedures of the
Servicer.
On each Distribution Date, the Trustee or its Paying Agent will withdraw
funds from the Certificate Account (but only to the extent of the related
Available Distribution Amount) to make payments to Certificateholders as
described herein under "Distributions -- Payment of Available Distribution
Amounts." From time to time, as will be 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)(b) through (ii)(e) of
the definition of the term "Available Distribution Amount."
DISTRIBUTIONS
General. Distributions of principal and interest to holders of a Class of
Certificates will be made on each Distribution Date in an amount equal to the
respective Percentage Interests multiplied by the aggregate amount distributed
on such Class of Certificates on such Distribution Date. Distributions to a
Class of Certificateholders will be applied first to the payment of interest and
then to the payment of principal. Interest will be calculated on the basis of a
360-day year consisting of twelve 30-day months. In no event will the aggregate
distributions of principal to the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class M, Class B-1 or Class B-2 Certificateholders exceed the Initial
Class A-1, Initial Class A-2, Initial Class A-3, Initial Class A-4, Initial
Class A-5, Initial Class M, Initial Class B-1 or Initial Class B-2 Certificate
Principal Balance, respectively.
Each distribution with respect to an Offered Certificate held in book-entry
form 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 (each, 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 Offered
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Certificates held in book-entry form will be made by DTC and the Participants in
accordance with DTC's rules. See "Registration of the Offered Certificates"
herein.
Determination of Available Distribution Amount. On the second Business Day
preceding each Distribution Date (each, a "Determination Date"), the Servicer
will determine the Available Distribution Amount and the amounts to be
distributed on the Certificates on such Distribution Date. The "Available
Distribution Amount" with respect to any Distribution Date and the related Due
Period will be an amount equal to (i) the sum of (a) the Advance for such
Distribution Date, (b) the amount on deposit in the Certificate Account as of
the close of business on the last day of the related Due Period representing
collections received during such Due Period and (c) the Reserve Fund Draw
Amount, if any, less (ii) the sum of (a) payments on Contracts that have been
repurchased by FCFC as a result of a breach of a representation or warranty and
any other payments not required to be deposited in the Certificate Account, (b)
reimbursements to the Servicer for Liquidation Expenses incurred in respect of
Manufactured Homes, (c) the Servicing Fee and other servicing compensation, (d)
reimbursements to the Servicer for Nonrecoverable Advances, Advances in respect
of Liquidated Contracts and from late Monthly Payments in respect of Advances
not previously reimbursed, to the extent as will be permitted in the Agreement
and (e) certain expenses reimbursable to the Depositor as will be permitted in
the Agreement.
Payment of Available Distribution Amounts. On each Distribution Date, the
Available Distribution Amount will be distributed in the following amounts and
in the following order of priority:
(i) to the Class A Certificateholders, one month's interest, at their
respective Pass-Through Rates on the Class A-1, Class A-2, Class A-3, Class
A-4 and Class A-5 Certificate Principal Balances, respectively, together
with any previously undistributed shortfalls in interest due on the related
Certificates in respect of one or more prior Distribution Dates, together
with interest thereon, to the extent legally permissible, at the related
Pass-Through Rate; if the Available Distribution Amount is not sufficient
to distribute the full amount of interest due on the Class A Certificates,
the Available Distribution Amount will be distributed on each Class of
Class A Certificates pro rata on the basis of the interest due thereon;
(ii) (a) to the Class M Certificateholders, one month's interest at
the Class M Pass-Through Rate on the Adjusted Class M Certificate Principal
Balance, together with any previously undistributed shortfalls in interest
due on the Class M Certificates in respect of one or more prior
Distribution Dates, together with interest thereon, to the extent legally
permissible, at the Class M Pass-Through Rate and (b) to the extent that
the Available Distribution Amount is insufficient to make the full
distribution in clause (a) above, the Class M Reserve Account Draw Amount,
if any, shall be available for such purpose;
(iii) (a) to the Class B-1 Certificateholders, one month's interest at
the Class B-1 Pass-Through Rate on the Adjusted Class B-1 Certificate
Principal Balance, together with any previously undistributed shortfalls in
interest due on the Class B-1 Certificates in respect of one or more prior
Distribution Dates, together with interest thereon, to the extent legally
permissible, at the Class B-1 Pass-Through Rate and (b) to the extent that
the Available Distribution Amount is insufficient to make the full
distribution in clause (a) above, the Class B-1 Reserve Account Draw
Amount, if any, shall be available for such purpose;
(iv) (a) to the Class B-2 Certificateholders, one month's interest at
the Class B-2 Pass-Through Rate on the Adjusted Class B-2 Certificate
Principal Balance, together with any previously undistributed shortfalls in
interest due on the Class B-2 Certificates in respect of one or more prior
Distribution Dates, together with interest thereon, to the extent legally
permissible, at the Class B-2 Pass-Through Rate and (b) to the extent that
the Available Distribution Amount is insufficient to make the full
distribution in clause (a) above, the Class B-2 Reserve Account Draw
Amount, if any, shall be available for such purpose;
(v) to the Class A Certificateholders, an amount equal to any Unpaid
Certificate Principal Shortfall for the Class A Certificates; if the
remaining Available Distribution Amount is less than such amount, such
remaining Available Distribution Amount will be distributed on each Class
of Class A Certificates pro rata on the basis of the Certificate Principal
Balance of each such Class;
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(vi) to the Holders of each Class of Class A Certificates (a) if the
Class B Cross-over Date has not yet occurred or if the Class B Principal
Distribution Tests are not satisfied for such Distribution Date, the
Formula Principal Distribution Amount (as defined below) or (b) if the
Class B Cross-over Date has occurred and the Class B Principal Distribution
Tests are satisfied for such Distribution Date, the Class A/M Percentage of
the Formula Principal Distribution Amount, in either case in the following
manner and in the following order of priority:
(1) to the Class A-1 Certificateholders until the Class A-1
Certificate Principal Balance has been reduced to zero;
(2) to the Class A-2 Certificateholders until the Class A-2
Certificate Principal Balance has been reduced to zero;
(3) to the Class A-3 Certificateholders until the Class A-3
Certificate Principal Balance has been reduced to zero;
(4) to the Class A-4 Certificateholders until the Class A-4
Certificate Principal Balance has been reduced to zero; and
(5) to the Class A-5 Certificateholders until the Class A-5
Certificate Principal Balance has been reduced to zero;
(vii) to the Class M Certificateholders, an amount equal to any Unpaid
Certificate Principal Shortfall for the Class M Certificates;
(viii) to the Class M Certificateholders, the portion of the Formula
Principal Distribution Amount or the Class A/M Percentage of the Formula
Principal Distribution Amount, as the case may be, remaining after giving
effect to the distribution thereof in clause (vi) above, until the Class M
Certificate Principal Balance has been reduced to zero;
(ix) (a) to the Class M Certificateholders, an amount equal to any (1)
Liquidation Loss Interest Amount for the Class M Certificates and (2)
Unpaid Liquidation Loss Interest Shortfall for the Class M Certificates,
together with interest thereon, to the extent legally permissible, at the
Class M Pass-Through Rate, and (b) to the extent that the Available
Distribution Amount is insufficient to make the full distribution in clause
(a) above, the Class M Reserve Account Draw Amount to the extent not
already distributed to the Class M Certificateholders in clause (ii) above,
if any, shall be available for such purpose;
(x) to the Class B-1 Certificateholders, an amount equal to any Unpaid
Certificate Principal Shortfall for the Class B-1 Certificates;
(xi) to the Class B-1 Certificateholders (a) if the Class B Cross-over
Date has occurred and if the Class B Principal Distribution Tests are met
for such Distribution Date, the Class B Percentage of the Formula Principal
Distribution Amount or (b) if each of the Class A Certificate Principal
Balance and the Class M Certificate Principal Balance has been or is
reduced to zero on or prior to such Distribution Date, any Formula
Principal Distribution Amount remaining after giving effect to any
reduction thereof pursuant to clauses (vi) and (viii) above, until the
Class B-1 Certificate Principal Balance has been reduced to zero;
(xii) (a) to the Class B-1 Certificateholders, an amount equal to any
(1) Liquidation Loss Interest Amount for the Class B-1 Certificates and (2)
Unpaid Liquidation Loss Interest Shortfall for the Class B-1 Certificates,
together with interest thereon, to the extent legally permissible, at the
Class B-1 Pass-Through Rate, and (b) to the extent that the Available
Distribution Amount is insufficient to make the full distribution in clause
(a) above, the Class B-1 Reserve Account Draw Amount to the extent not
already distributed to the Class B-1 Certificateholders in clause (iii)
above, if any, shall be available for such purpose;
(xiii) to the Class B-2 Certificateholders, an amount equal to any
Unpaid Certificate Principal Shortfall for the Class B-2 Certificates;
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(xiv) to the Class B-2 Certificateholders, the portion of the Formula
Principal Distribution Amount or the Class B Percentage of the Formula
Principal Distribution Amount, as the case may be, remaining after giving
effect to the distribution thereof in clause (xi) above, until the Class
B-2 Certificate Principal Balance has been reduced to the Class B-2 Floor
Amount;
(xv) to the Class A, Class M, Class B-1 and Class B-2
Certificateholders in the order of priority set forth in clauses (vi),
(viii), (xi) and (xiv) above, an amount equal to that portion of the
Formula Principal Distribution Amount remaining after the distribution to
the Class B-2 Certificateholders pursuant to clause (xiv) above;
(xvi) (a) to the Class B-2 Certificateholders, an amount equal to any
(1) Liquidation Loss Interest Amount for the Class B-2 Certificates and (2)
Unpaid Liquidation Loss Interest Shortfall for the Class B-2 Certificates,
together with interest thereon, to the extent legally permissible, at the
Class B-2 Pass-Through Rate and (b) to the extent that the Available
Distribution Amount is insufficient to make the full distribution in clause
(a) above, the Class B-2 Reserve Account Draw Amount to the extent not
already distributed to the Class B-2 Certificateholders in clause (iv)
above, if any, shall be available for such purpose;
(xvii) to the Reserve Fund, any remaining Available Distribution
Amount until the amount on deposit therein, after giving effect to any
Reserve Fund Draw Amount made with respect to such Distribution Date,
equals the Reserve Fund Requirement;
(xviii) to the Class M Reserve Account, any remaining Available
Distribution Amount until the amount on deposit therein, after giving
effect to any Class M Reserve Account Draw Amount made with respect to such
Distribution Date, equals the Class M Reserve Account Requirement;
(xix) to the Class B-1 Reserve Account, any remaining Available
Distribution Amount until the amount on deposit therein, after giving
effect to any Class B-1 Reserve Account Draw Amount made with respect to
such Distribution Date, equals the Class B-1 Reserve Account Requirement;
(xx) to the Class B-2 Reserve Account, any remaining Available
Distribution Amount until the amount on deposit therein, after giving
effect to any Class B-2 Reserve Account Draw Amount made with respect to
such Distribution Date, equals the Class B-2 Reserve Account Requirement;
and
(xxi) to the Class R Certificateholders, any remaining Available
Distribution Amount.
The "Class A-1 Pass-Through Rate" will be % per annum, the "Class A-2
Pass-Through Rate" will be % per annum, the "Class A-3 Pass-Through Rate"
will be % per annum, the "Class A-4 Pass-Through Rate" will be % per
annum and the "Class A-5 Pass-Through Rate" will be % per annum. The "Class
M Pass-Through Rate" for a Distribution Date will be the lesser of (i) %
per annum or (ii) the Weighted Average Net Contract Rate for such Distribution
Date. The "Class B-1 Pass-Through Rate" and the "Class B-2 Pass-Through Rate"
for a Distribution Date will be the lesser of (i) % per annum or % per
annum, respectively, or (ii) the Weighted Average Net Contract Rate for such
Distribution Date. Each of the Class A-1, Class A-2, Class A-3, Class A-4 and
Class A-5 Pass-Through Rates and clause (i) of the definitions of the Class M
and Class B-1 and the Class B-2 Pass-Through Rates will be computed on the basis
of a 360-day year of twelve 30-day months. The "Weighted Average Net Contract
Rate" for a Distribution Date will be equal to (i) the weighted average of the
APRs applicable to the Monthly Payments due on the outstanding Contracts during
the related Due Period less (ii) the rate at which the Servicing Fee is
calculated. Any undistributed shortfalls in respect of interest on a Class of
Offered Certificates which are carried forward will, to the extent legally
permissible, bear interest at the Pass-Through Rate applicable to such Class of
Offered Certificates.
The "Formula Principal Distribution Amount" in respect of a Distribution
Date will equal the sum of the following amounts with respect to the related Due
Period, computed, with respect to Actuarial Contracts, in accordance with the
actuarial method, and, with respect to Simple Interest Contracts, in accordance
with the simple interest method: (i) the principal portion of all Monthly
Payments on each outstanding Contract actually received during or applied in
respect of such Due Period; (ii) the Contract Principal Balance of each Contract
which, during such Due Period, was purchased by FCFC pursuant to the Agreement
on account of certain breaches of its representations and warranties; (iii) all
partial prepayments applied during such Due
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Period; (iv) the Contract Principal Balance of each Contract that was prepaid in
full during such Due Period; and (v) the Contract Principal Balance of each
Contract that became a Liquidated Contract during such Due Period.
Notwithstanding the prioritization of the distribution of the Formula
Principal Distribution Amount among the Senior Certificates pursuant to (vi) of
the first paragraph under "-- Payment of Available Distribution Amounts," on and
after the Distribution Date, if any, on which a Deficiency Event occurs, the
Available Distribution Amount remaining after making the distributions of
interest to the Senior Certificateholders required by such clause (v) will be
applied to distribute the Formula Principal Distribution Amount on each Class of
Senior Certificates pro rata in accordance with the outstanding Certificate
Principal Balance of such Class. The "Class B Cross-over Date" will be the later
to occur of (i) the March 2001 Distribution Date or (ii) the first Distribution
Date as of which the percentage of the Pool Balance represented by the Class B
Principal Balance equals or exceeds 1.75 times the Class B Percentage as of the
Closing Date. A "Deficiency Event" will occur if the sum of the Certificate
Principal Balances of each Class of Class A Certificates becomes equal to or
greater than the Pool Balance.
The "Unpaid Certificate Principal Shortfall" with respect to any Class of
Certificates and Distribution Date, will equal the amount, if any, by which the
aggregate unreimbursed Certificate Principal Shortfalls on such Class of
Certificates for one or more prior Distribution Dates exceeds the amount
previously distributed on such Class of Certificates in respect of Certificate
Principal Shortfalls on one or more prior Distribution Dates.
The "Certificate Principal Shortfall" with respect to any Class of
Certificates and Distribution Date, will equal the excess of that portion of the
Formula Principal Distribution Amount due to such Class on such Distribution
Date over the actual amount of principal distributed to such Class on such
Distribution Date in respect of the Formula Principal Distribution Amount for
such Distribution Date.
The "Unpaid Liquidation Loss Interest Shortfall" with respect to any Class
of Certificates and Distribution Date, will equal the amount, if any, by which
the aggregate unreimbursed Liquidation Loss Interest Amounts on such Class of
Certificates for one or more prior Distribution Dates exceeds the amount
previously distributed on such Class of Certificates in respect of Liquidation
Loss Interest Amounts on one or more prior Distribution Dates.
The "Class B Principal Distribution Tests" will be satisfied in respect of
a Distribution Date if the following conditions are met: (i) the Average
Sixty-Day Delinquency Ratio does not exceed 3.50%; (ii) the Average Thirty-Day
Delinquency Ratio does not exceed 5.50%; (iii) Cumulative Realized Losses do not
exceed certain specified percentages of the Cut-off Date Pool Balance, which
percentages will depend on the year in which the related Distribution Date
occurs; and (iv) the Current Realized Loss Ratio does not exceed 2.50%. In
general, the "Average Sixty-Day Delinquency Ratio" and "Average Thirty-Day
Delinquency Ratio" with respect to any Distribution Date will be the ratios
calculated as set forth in the Agreement. "Cumulative Realized Losses" with
respect to any Distribution Date generally will equal the amount of realized
losses incurred in respect of Liquidated Contracts from the Closing Date through
the end of the related Due Period. The "Current Realized Loss Ratio" generally
will equal the ratio of the amount of realized losses incurred in respect of
Liquidated Contracts to the average Pool Balance, in each case for the periods
to be specified in the Agreement.
With respect to any Distribution Date, the "Class B-2 Floor Amount" will
mean (a) if the Class M Certificate Principal Balance has not been reduced to
zero after the distribution in clause (ix) of the first paragraph under
"-- Payment of Available Distribution Amounts," 2.00% of the Cut-off Date Pool
Balance and (b) if the Class M Certificate Principal Balance has been reduced to
zero after the distribution in clause (ix) of the first paragraph under
"-- Payment of Available Distribution Amounts," zero.
The "Pool Balance" for any Distribution Date will be equal to (i) the
Cut-off Date Pool Balance, less (ii) the aggregate of the Formula Principal
Distribution Amounts for all prior Distribution Dates. The "Certificate
Principal Balance" of each Class of Certificates will be its Initial Certificate
Principal Balance reduced by all distributions of principal on such Class. The
"Class A/M Percentage" for a Distribution Date will be the percentage derived
from the fraction (which shall not be greater than one), the numerator of which
will be the sum of the Class A and Class M Certificate Principal Balances and
the denominator of which will
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be the sum of the Class A, Class M and Class B Certificate Principal Balances,
in each case determined as of the immediately preceding Distribution Date (or as
of the Closing Date in the case of the first Distribution Date). The "Class B
Percentage" will be 100% minus the Class A/M Percentage.
SUBORDINATION OF THE CLASS M CERTIFICATES
The rights of the holders of the Class M Certificates to receive
distributions of amounts collected on or in respect of the Contracts will be
subordinated to such rights of the Senior Certificates.
The protection afforded to the Senior Certificates by means of the
subordination of the Class M Certificates will be accomplished by the
application of the Available Distribution Amount in the order specified under
"Distributions -- Payment of Available Distribution Amounts" above. In addition,
if the Available Distribution Amount on any Distribution Date is not sufficient
to permit the distribution of the entire specified portion of the Formula
Principal Distribution Amount, as applicable, to the Senior Certificateholders,
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
M Certificates, Class B Certificates or the Class R Certificates. See
"Summary -- Subordination of the Subordinate Certificates" and "-- Subordination
of the Class B and Class R Certificates" herein.
SUBORDINATION OF THE CLASS B AND CLASS R CERTIFICATES
The rights of the holders of the Class B and Class R Certificates to
receive distributions of amounts collected on or in respect of the Contracts
will be subordinated, to the extent described herein, to such rights of the
holders of the Class A and Class M Certificates. The rights of the holders of
the Class B-2 Certificates to receive distributions of amounts collected on or
in respect of the Contracts will similarly be subordinated to such rights of the
holders of the Class B-1 Certificates. This subordination is intended to enhance
the likelihood of receipt by the holders of the Class A and Class M Certificates
of the full amount of their monthly payments of interest and the ultimate
receipt by such holders of principal equal to the Initial Class A, the Initial
Class M or Initial Class B-1 Certificate Principal Balance, as the case may be.
The protection afforded to the holders of Class A and Class M Certificates
by means of the subordination of the Class B and Class R Certificates will be
accomplished (i) by the application of the Available Distribution Amount in the
order specified under "Distributions -- Payment of Available Distribution
Amounts" above and (ii) if the Available Distribution Amount on such
Distribution Date is not sufficient to permit the distribution of the entire
specified portion of the Formula Principal Distribution Amount, as applicable,
to the Class A or Class M Certificateholders then entitled to such distribution,
by the right of such Class A or Class M 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 Certificates or the Class R Certificates which, in the case of the
Class R Certificates, will, as described herein under "Distributions -- Payment
of Available Distribution Amounts," generally equal interest collections on or
in respect of the Contracts in excess of the aggregate amount of interest due to
be distributed on the Certificates. On each Distribution Date before the Class A
and Class M Certificate Principal Balances have been reduced to zero, the
holders of the Class B Certificates will receive the amounts specified under
"Distributions -- Payment of Available Distribution Amounts" above.
The protection afforded to the holders of Class B-1 Certificates by means
of the subordination of the Class B-2 and Class R Certificates will be
accomplished in the same manner as the protection afforded the Class A and Class
M Certificates described in the immediately preceding paragraph, appropriately
modified to relate to the Class B-1 and Class B-2 Certificates. See
"Summary -- Subordination of the Subordinate Certificates" herein.
RESERVE FUND
On the Closing Date the Reserve Fund will be established as part of the
Trust Fund. The Reserve Fund will initially be funded with a deposit of
approximately $4,601,059 on the Closing Date and will be funded on
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each Distribution Date by the deposit therein of the portion of the Available
Distribution Amount remaining after the distribution of all amounts required to
be paid to the Class A, Class M and Class B Certificateholders has been made as
described above under "Distributions -- Payment of Available Distribution
Amounts" until the amount on deposit in the Reserve Fund equals 1.00% of the
Cut-off Date Pool Balance (the "Reserve Fund Requirement"). On each Deposit
Date, a withdrawal will be made from the Reserve Fund, if necessary, in an
amount (the "Reserve Fund Draw Amount") equal to the lesser of (i) the amount on
deposit in the Reserve Fund and (ii) the amount by which the aggregate of
amounts due to Certificateholders in clauses (i) through (xvi) under "-- Payment
of Available Distribution Amounts" above exceeds the Available Distribution
Amount on the related Distribution Date. The Trustee shall distribute such
Reserve Fund Draw Amount as part of the Available Distribution Amount. Reserve
Fund Draw Amounts will only be available to make payments to Certificateholders
of the amounts described in clause (ii) above. Funds in the Reserve Fund will be
invested in Eligible Investments selected by the Class R Certificateholders,
which investments will be subject to the same investment criteria as investment
of funds on deposit in the Certificate Account.
On the final Distribution Date, after giving effect to any distributions to
be made on such Distribution Date, the amount, if any, on deposit in the Reserve
Fund will be distributed to the Class R Certificateholders.
RESERVE ACCOUNTS
On the Closing Date three accounts (the "Class M Reserve Account," the
"Class B-1 Reserve Account" and the "Class B-2 Reserve Account," respectively,
and each, a "Reserve Account") relating solely to the Class M, Class B-1 and
Class B-2 Certificates, respectively, will be established as part of the Trust
Fund. On the Closing Date, the Class M Reserve Account, the Class B-1 Reserve
Account and the Class B-2 Reserve Account will not be funded with any money. The
"Class M Reserve Account Requirement" will equal three months of interest at the
Class M Pass-Through Rate on the Initial Class M Certificate Principal Balance,
the "Class B-1 Reserve Account Requirement" will equal three months of interest
at the Class B-1 Pass-Through Rate on the Initial Class B-1 Certificate
Principal Balance and the "Class B-2 Reserve Account Requirement" will equal
three months of interest at the Class B-2 Pass-Through Rate on the Initial Class
B-2 Certificate Principal Balance. Each of the Class M Reserve Account, the
Class B-1 Reserve Account and the Class B-2 Reserve Account will be funded on
each Distribution Date by the deposit therein of the portion of the Available
Distribution Amount remaining after the distributions of all amounts described
in clauses (i) through (xvii) under "Distributions -- Payment of Available
Distribution Amounts" have been made until the amount on deposit in each such
Reserve Account equals the Class M Reserve Account Requirement, the Class B-1
Reserve Account Requirement and the Class B-2 Reserve Account Requirement,
respectively. On each Deposit Date, a withdrawal will be made from the
applicable Reserve Account, if necessary, in an amount (for each such Class, the
"Class Reserve Account Draw Amount") equal to the lesser of (i) the amount on
deposit in such Reserve Account and (ii) the sum of all interest, interest
carryover shortfalls, Unpaid Liquidation Loss Interest Shortfall and Liquidation
Loss Interest Amount due on the related Class of Certificates that will not be
distributed out of the Available Distribution Amount on the related Distribution
Date. The Class Reserve Account Draw Amount will only be available to make
payments to the holders of the related Class of Certificates of the amounts
described in clause (ii) above. Funds in each Reserve Account will be invested
in Eligible Investments selected by the Class R Certificateholders, which
investments will be subject to the same investment criteria as investment of
funds on deposit in the Certificate Account.
On the final Distribution Date, after giving effect to any distributions to
be made on such Distribution Date, the amount, if any, on deposit in each
Reserve Account will be distributed first to the holders of the related Class of
Certificates in respect of any remaining Liquidation Loss Interest Amounts or
Unpaid Liquidation Loss Interest Shortfalls due to such Class and second to the
Class R Certificateholders.
LOSSES ON LIQUIDATED CONTRACTS
As described above, the aggregate distribution of principal to the holders
of senior Certificates on each Distribution Date is intended to include the
Contract Principal Balance of each Contract that became a Liquidated Contract
during the related Due Period. If the Liquidation Proceeds, net of related
Liquidation
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Expenses, from such Liquidated Contract are less than the Contract 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 other Contracts amounts on deposit in the Reserve Fund and, in
the case of the Subordinate Certificates, the related Reserve Account, the
deficiency may, in effect, be absorbed first by the Class B-2
Certificateholders, then by the Class B-1 Certificateholders and then by the
Class M Certificateholders 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
distributed to the related Certificateholders, may be paid to the
Certificateholders of each Class of senior certificates.
If the Available Distribution Amount for any Distribution Date is not
sufficient to cover, in addition to interest distributable to the Class A
Certificateholders, the entire specified portion of the Formula Principal
Distribution Amount distributable to the Class A and Class M Certificateholders
then entitled to such distribution on such Distribution Date, then the aggregate
Certificate Principal Balance will be greater than the Pool Balance. In such
event, the amount of such deficiency will be allocated as Liquidation Loss
Amounts, and interest at the related Pass-Through Rate will accrue on the
related Adjusted Certificate Principal Balances, as described under
"Summary -- Losses on Liquidated Contracts." To the extent that any Liquidation
Loss Amount is allocated to a Class of Certificates on any Distribution Date,
such amount may be reduced on one or more subsequent Distribution Dates to the
extent that the Available Distribution Amount is sufficient to permit the
distribution of principal due on the Certificates on prior Distribution Dates
but not paid.
ADVANCES
On each Deposit Date, the Servicer will be required to make an advance to
the Trust for each Due Period in respect of the following: (i) for each
Actuarial Contract, the amount, if any, of the interest portion of the related
Monthly Payment that was not timely made (each, an "Actuarial Interest Advance")
and (ii) for each Simple Interest Contract with a Monthly Payment that was not
timely made, the amount, if positive, equal to the product of the principal
balance of such Contract as of the first day of such Due Period and one-twelfth
of its APR, minus the amount of interest actually received on such Simple
Interest Contract during such Due Period (each, a "Simple Interest Advance"). On
each Distribution Date, the Servicer shall be entitled to reimbursement from
collections of late Monthly Payments in respect of any Advances made and not
previously reimbursed. The "Advance" with respect to any Distribution Date will
equal the sum of the Actuarial Interest Advances and Simple Interest Advances
with respect to the related Due Period, exclusive of all Nonrecoverable
Advances, except that the Advance will not exceed the amount of interest that
would have been paid on or in respect of the Contracts during the related Due
Period assuming that all Monthly Payments were received by the Servicer on the
related Due Dates. A "Nonrecoverable Advance" will be any Actuarial Interest
Advance or Simple Interest Advance made or proposed to be made that the Servicer
believes is not, or if made would not be, ultimately recoverable from future
payments made on the related Contracts, Liquidation Proceeds or otherwise.
Advances are intended to maintain a regular flow of scheduled interest
payments to Certificateholders rather than to guarantee or insure against
losses. The Servicer will reimburse itself for 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 Advances on such Contract (exclusive of any
Advances that were recovered out of Liquidation Proceeds for the related
Contract).
REPORTS TO CERTIFICATEHOLDERS
The Trustee will include with each distribution to each Certificateholder a
statement as of the related Distribution Date setting forth, among other things:
(i) the aggregate amount distributed on each Class of Certificates,
separately identifying the portion thereof which constitutes principal and
interest;
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(ii) the aggregate amount of any Liquidation Loss Amount, Liquidation
Loss Interest Amount, Unpaid Liquidation Loss Interest Shortfall and Unpaid
Certificate Principal Shortfall in respect of each Class of Certificates;
(iii) the Reserve Fund Draw Amount for such Distribution Date, if any,
and the amount on deposit in the Reserve Fund, after giving effect to all
deposits therein and withdrawals therefrom on or relating to such
Distribution Date;
(iv) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
M, Class B-1 and Class B-2 Certificate Principal Balances, after giving
effect to the distributions of principal made on such Distribution Date;
(v) the Adjusted Certificate Principal Balance of the Class M, Class
B-1 and Class B-2 Certificates, after giving effect to the distributions of
principal and allocation of Liquidation Loss Amounts made on such
Distribution Date;
(vi) the number of and aggregate unpaid principal balance of Contracts
with payments delinquent 31 to 59, 60 to 89 and 90 or more days,
respectively; and
(vii) 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, among other things, the
aggregate of interest and principal reported pursuant to clause (i) for such
calendar year.
TERMINATION
The Agreement will provide that on any Distribution Date after the first
Distribution Date on which the Pool Balance is less than 10% of the Cut-off Date
Pool Balance, the Depositor and the Servicer will each have the option to
repurchase all outstanding Contracts at a price equal to the greater of (i) the
sum of (a) 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 (b)
below) as of the final Distribution Date, and (b) the fair market value of such
acquired property (as determined by the Depositor or the Servicer, as the case
may be) and (ii) the aggregate fair market value (as determined by the Depositor
or the Servicer, as the case may be) of all assets of the Trust, plus, in each
case, any unpaid interest on the Certificates due on prior Distribution Dates,
together with interest thereon, to the extent legally permissible, at the
related Pass-Through Rate, as well as one month's interest at the Net Contract
Rate on the Contract Principal Balance of each Contract (including any Contract
as to which the related Manufactured Home has been repossessed and not yet
disposed of). Notwithstanding the foregoing, the foregoing option shall not be
exercisable unless there will be distributed to the Certificateholders an amount
equal to 100% of the Certificate Principal Balance of each Certificate plus one
month's interest thereon at the related Pass-Through Rate, any previously
undistributed shortfalls in interest due thereon, together with interest
thereon, to the extent legally permissible, at the related Pass-Through Rate,
and any unpaid Liquidation Loss Interest Amounts. The Servicer shall have the
prior right to exercise the option to purchase the Contracts as described above
if both the Depositor and the Servicer desire to exercise such option.
If neither the Depositor nor the Servicer exercises its optional
termination right within 90 days after it first becomes eligible to do so, the
Trustee shall solicit bids for the purchase of all Contracts and other property
in the Trust Fund. The Trustee shall sell such Contracts and other property only
if the net proceeds to the Trust from such sale would at least equal the
Termination Price. If the net proceeds from such sale would not at least equal
the Termination Price, the Trustee shall decline to sell the Contracts and other
property of the Trust and shall not be under any obligation to solicit any
further bids or otherwise negotiate any further sale of the Contracts and other
property of the Trust.
The "Termination Price" will equal the sum of (1) any Liquidation Expenses
incurred by the Servicer in respect of any Contract that has not yet been
liquidated, (2) all amounts required to be reimbursed or paid to the Servicer in
respect of previously unreimbursed Advances and (3) the greater of (a) the sum
of (i) the
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aggregate unpaid principal balance of the Contracts, plus accrued and unpaid
interest thereon at the related APRs through the end of the Due Period
immediately preceding the Due Period in which the terminating purchase will
occur, plus (ii) the lesser of (A) the aggregate unpaid principal balance of
each Contract that had been secured by any Manufactured Home acquired by the
Servicer in a repossession or foreclosure (each, an "REO Property") remaining in
the Trust, plus accrued interest thereon at the related APR through the end of
the Due Period immediately preceding the Due Period in which the terminating
purchase will occur, and (B) the current appraised value of any such REO
Property (net of Liquidation Expenses to be incurred in connection with the
disposition of such property estimated in good faith by the Servicer), such
appraisal to be conducted by an appraiser mutually agreed upon by the Servicer
and the Trustee, plus all previously unreimbursed Advances made in respect of
such REO Property, and (b) the aggregate fair market value of the Trust Fund (as
determined by the Servicer as will be described in the Agreement) plus all
previously unreimbursed Advances. The fair market value of the assets of the
Trust as determined for purposes of a terminating purchase shall be deemed to
include accrued interest at the applicable APR on the unpaid principal balance
of each Contract (including any Contract that has become a REO Property, which
REO Property has not yet been disposed of by the Servicer) through the end of
the Due Period immediately preceding the Due Period in which the terminating
purchase will occur. The basis for any such valuation shall be furnished by the
Servicer to the Certificateholders upon request.
On the date of any termination of the Trust, the Termination Price shall be
distributed (i) first to the Servicer to reimburse it for all previously
unreimbursed Liquidation Expenses and Advances and (ii) second to the
Certificateholders in accordance with the distribution priorities set forth
herein under "Distributions -- Payment of Available Distribution Amounts." Upon
the termination of the Trust and payment of all amounts due on the Certificates
and all administrative expenses associated with the Trust, any remaining assets
of the Trust shall be sold and the proceeds distributed pro rata to the holders
of the Class R Certificates.
TERMINATION OF THE AGREEMENT
The Agreement will terminate upon the last action required to be taken by
the Trustee on the final Distribution Date following the earliest to occur of
(i) the purchase by the Depositor or the Servicer of all Contracts and all other
property in the Trust Fund as described herein under "-- Termination," (ii) the
sale of the Contracts and other property in the Trust Fund by the Trustee as
described herein under "-- Termination" or (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Contract remaining
in the Trust Fund or the disposition of all property acquired upon repossession
of any Manufactured Home.
Upon presentation and surrender of the Offered Certificates, the Trustee
shall cause to be distributed, to the extent of funds available, to such
Certificateholders on the final Distribution Date in proportion to their
respective Percentage Interests an amount equal to the respective unpaid
Certificate Principal Balances of the Offered Certificates, together with any
unpaid interest on such Offered Certificates due on prior Distribution Dates,
together with interest thereon, to the extent legally permissible, at the
related Pass-Through Rate, and any Liquidation Loss Interest Amounts for such
Class and one month's interest at the applicable Pass-Through Rates on such
unpaid Certificate Principal Balances; provided that such funds will be
distributed in the applicable order of priority specified herein under
"Distributions -- Payment of Available Distribution Amounts." If the Agreement
is then being terminated, any amount which remains on deposit in the Certificate
Account (other than amounts retained to meet claims) after distribution to the
holders of the Offered Certificates will be distributed to the Class R
Certificateholders.
COLLECTION AND OTHER SERVICING PROCEDURES
The Servicer will administer, service and make collections on the
Contracts, exercising the degree of care that it exercises with respect to
similar contracts serviced by the Servicer.
The Servicer may rescind, cancel or make material modifications of the
terms of a Contract (including modifying the amount of Monthly Payments and the
related Due Dates) in connection with a default or imminent default thereunder.
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SERVICING COMPENSATION
For its servicing of the Contracts, on each Distribution Date the Servicer
will be entitled to receive a monthly servicing fee equal to one-twelfth of the
product of 1.00% and the Pool Balance as of the first day of the related Due
Period (the "Servicing Fee"), whether or not the related payments on the
Contracts are received. See "Payments on Contracts; Certificate Account" herein.
The Servicer will also be entitled to retain, as compensation for the
additional services provided in connection with the performance of its servicing
obligations under the Agreement, any fees for late payments made by Obligors,
extension fees paid by Obligors for the extension of scheduled payments and
assumption and similar fees for permitted assumptions of Contracts by purchasers
of the related Manufactured Homes.
CERTAIN OTHER MATTERS REGARDING THE SERVICER
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 to AHFSI or to
an unaffiliated party (whereupon it will no longer be liable for the obligations
of the Servicer under the Agreement); provided that, among other conditions, any
rating assigned to the Offered Certificates will not be reduced because of such
assignment and delegation.
FCFC is currently exploring the transfer of servicing obligations to its
affiliate AHFSI although no assurances can be given that the transfer will occur
or what the terms of such transfer might be. See "Ford Consumer Finance Company,
Inc." above.
HAZARD INSURANCE POLICIES
The Servicer will be obligated to cause to be maintained one or more hazard
insurance policies with respect to each Manufactured Home (other than any
Manufactured Home in repossession) in an amount at least equal to the lesser of
its maximum insurable value or the principal amount due from the Obligor under
the related Contract. Such hazard insurance policies will, at a minimum, provide
fire and extended coverage on terms and conditions customary in manufactured
housing hazard insurance policies, with customary deductible amounts.
All amounts collected by the Servicer under a hazard insurance policy will
be applied either to the restoration or repair of the related Manufactured Home
or against the unpaid principal balance of the related Contract upon
repossession of such Manufactured Home, after reimbursing the Servicer for
amounts previously advanced by it for such purposes. The Servicer may satisfy
its obligation to maintain hazard insurance policies by maintaining a blanket
policy insuring against hazard losses on all the Manufactured Homes. Such
blanket policy may contain a deductible clause, in which case the Servicer will
be required to make payments to the Trust Fund in the amount of any deductible
amounts in connection with insurance claims on repossessed Manufactured Homes.
If the Servicer repossesses a Manufactured Home on behalf of the Trustee,
the Servicer will be required to either maintain a Hazard Insurance Policy with
respect to such Manufactured Home meeting the requirements set forth above, or
to indemnify the Trust Fund against any damage to such Manufactured Home prior
to resale or other disposition.
EVIDENCE AS TO COMPLIANCE
The Servicer will be required to deliver to the Trustee on or before
September 1 of each year, beginning September 1, 1997, an officer's certificate
executed by an officer of the Servicer stating that (i) a review of the
activities of the Servicer during the preceding calendar year (or shorter period
in the case of the first such officer's certificate) and of performance under
the Agreement has been made under the supervision of such officer, and (ii) to
the best of such officer's knowledge, the Servicer has fulfilled all its
obligations under the
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Agreement throughout such year (or shorter period in the case of the first such
officer's certificate), or, if there has been a default in the fulfillment of
any such obligation, specifying each such default known to such officer and the
nature and status thereof. Such officer's certificate will be accompanied by a
statement of a firm of independent public accountants to the effect that, on the
basis of an examination of certain documents and records relating to servicing
of the Contracts under the Agreement, conducted in accordance with generally
accepted auditing standards, the Servicer's servicing has been conducted in
compliance with the provisions of the Agreement (or such agreements), except for
(i) such exceptions as such firm believes to be immaterial and (ii) such other
exceptions as may be set forth in such statement.
EVENTS OF DEFAULT
"Events of Default" under the Agreement will consist of (i) any failure by
the Servicer to make any deposit or payment required of it under the Agreement
which continues unremedied for five days after the giving of written notice of
such failure; (ii) any failure by the Servicer duly to observe or perform in any
material respect any of its other covenants or agreements in the Agreement which
continues unremedied for 60 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 other similar proceedings regarding the
Servicer. "Notice" as used in this paragraph means notice to the Servicer by the
Trustee or the Depositor, or to the Servicer, the Trustee and the Depositor by
the Holders of Offered Certificates evidencing, in the aggregate, interests
("Fractional Interests") at least equal to 25% of the principal balance of all
Certificates.
RIGHTS UPON EVENT OF DEFAULT
So long as an Event of Default remains unremedied, the Trustee may, and at
the written direction of the Holders of Certificates evidencing Fractional
Interests aggregating not less than 51% shall, terminate all of the rights and
obligations of the Servicer under the Agreement and in and to the related
Contracts, whereupon (i) (subject to applicable law regarding the Trustee's
ability to make Advances) the Trustee or (ii) a successor Servicer appointed by
the Trustee with a net worth of at least $10 million that has serviced at least
$100 million of manufactured housing contracts for at least one year will
succeed to all the responsibilities, duties and liabilities of the Servicer
under the Agreement and will be entitled to similar compensation arrangements.
If, however, a bankruptcy trustee or similar official has been appointed for the
Servicer, and no Event of Default other than such appointment has occurred, such
trustee or official may have the power to prevent the Trustee or such
Certificateholders from effecting a transfer of servicing. If the Trustee is
obligated to succeed the Servicer but is unwilling or unable so to act, it may
appoint, or petition a court of competent jurisdiction for the appointment of, a
successor Servicer as described above. Pending such appointment, the Trustee
will be 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 a monthly amount specified in the Agreement.
AMENDMENT
The Agreement may be amended by the Depositor, the Servicer 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) to add to the duties or obligations of the
Servicer, (iv) to obtain a rating from a nationally recognized rating agency or
to maintain or improve the then-current ratings of any Class of Certificates (it
being understood that none of the Trustee, the Depositor or the Servicer will be
obligated to obtain, maintain or improve any rating assigned to any Class of
Certificates after the Closing Date), (v) to amend the Class B Principal
Distribution Tests or certain loss or delinquency ratios as specified in the
Agreement, or (vi) to make any other provisions with respect to matters or
questions arising under the Agreement, provided that such action will not, as
evidenced by an opinion of counsel, adversely affect in any material respect the
interests of the Certificateholders. The Agreement may also be amended, by the
Depositor, the Servicer and the Trustee with the consent of at least 66% of the
Holders of Certificates of each Class affected thereby for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of the Agreement or of modifying in any manner the rights of the
Certificateholders;
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provided, however, that no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, any distributions on any Certificate, without
the consent of the Holder of such Certificate as the case may be, (ii) reduce
the aforesaid percentage of Certificates the Holders of which are required to
consent to any such amendment, without the consent of the holders of all
Certificates then outstanding or (iii) adversely affect the status of the Trust
Fund as a REMIC.
The Agreement may also be amended from time to time, without the consent of
any Certificateholders, by the Depositor, the Trustee and the Servicer to
modify, eliminate or add to the provisions of the Agreement to (i) maintain the
qualification of the Trust Fund as a REMIC under the Code or avoid, or minimize
the risk of, the imposition of any tax on the Trust Fund under the Code that
would be a claim against the Trust Fund, provided that an opinion of counsel is
delivered to the Trustee to the effect that such action is necessary or
appropriate to maintain such qualification or avoid any such tax or minimize the
risk of its imposition, or (ii) prevent the Trust Fund from entering into any
"prohibited transaction" as defined in Section 860F of the Code, provided that
an opinion of counsel is delivered to the Trustee to the effect that such action
is necessary or appropriate to prevent the Trust Fund from entering into such
prohibited transaction; provided that, in the case of either clause (i) or (ii)
above, such amendment may not adversely affect in any material respect the
interests of any Certificateholder.
VOTING
The Agreement will provide that, solely for the purposes of giving any
consent, notice, waiver, request or demand pursuant to the Agreement, any
Certificate registered in the name of the Depositor, the Servicer or any
affiliate of the Servicer and any Certificate in respect of which the Servicer
or any affiliate thereof is the Certificate Owner shall be deemed not to be
outstanding and the Percentage Interest and Fractional Interest evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests or Fractional Interests necessary to effect such
consent, notice, waiver, request or demand has been obtained, unless, in the
case of (i) the Class A Certificates, all Class A Certificates are held by such
persons, (ii) the Class M Certificates, all Class A Certificates and Class M
Certificates are held by such persons or (iii) the Class B Certificates, all
Certificates are held by such persons, or, in each case, the Certificates of the
related Class or Classes have been fully paid.
THE TRUSTEE
The Chase Manhattan Bank will be the Trustee. Its "Corporate Trust Office"
is located at 450 West 33rd Street, New York, New York 10001. The Depositor,
FCFC and their respective affiliates may engage in commercial transactions with
the Trustee from time to time.
The Trustee may resign at any time, in which event the Depositor will be
obligated to appoint a successor Trustee. The Depositor may 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 Depositor will also
be obligated to appoint a successor Trustee. In addition, the Holders of Class A
Certificates or, after the Certificate Principal Balance of each Class of Class
A Certificates has been reduced to zero, Holders of Class M and Class B
Certificates evidencing Fractional Interests of more than 50% of the Class A or
the Class M and Class B Certificates, as the case may be, may remove the Trustee
at any time and 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 be book-entry Certificates (the "Book-Entry
Certificates"). Certificate Owners will hold their Offered Certificates through
the DTC in the United States, or Cedel or Euroclear (in Europe) if they are
participants of such systems, or indirectly through organizations which are
participants in such systems. The 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. Cedel and Euroclear will hold omnibus positions on behalf of
their participants through
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customers' securities accounts in Cedel's and Euroclear's names on the books of
their respective depositaries which in turn will hold such positions in
customers' securities accounts in the depositaries' names on the books of DTC.
Citibank will act as depositary for Cedel and 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 a
Book-Entry Certificate will be entitled to receive a physical certificate
representing such Certificate (a "Definitive Certificate"). Unless and until
Definitive Certificates are issued, 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 will be permitted to exercise their rights
only indirectly through Participants and DTC.
A Certificate Owner's ownership of a Book-Entry Certificate will be
recorded on the records of the brokerage firm, bank, thrift institution or other
financial intermediary (each, a "Financial Intermediary") that maintains the
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 Certificate Owner's Financial Intermediary is not a DTC participant and on
the records of Cedel 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 DTC
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 on whose behalf it acts with
respect to the Offered Certificates and is required 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 will similarly be required to make
book-entry transfers and receive and transmit such distributions on behalf of
their respective Certificate Owners. Accordingly, although Certificate Owners
will not possess certificates 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.
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 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, credits of securities received in Cedel
or Euroclear as a result of a transaction with a Participant will be made during
subsequent securities settlement processing and dated the business day following
the DTC settlement date. Such credits or any transactions in such securities
settled during such processing will be reported to the relevant Euroclear or
Cedel Participants on such business day. Cash received in Cedel or Euroclear as
a result of sales of securities by or through a Cedel Participant (as defined
below) or Euroclear Participant (as defined below) to a DTC Participant will be
received with value on the DTC settlement date but will be available in the
relevant Cedel or Euroclear cash account only as of the business day following
settlement in DTC. For information with respect to tax documentation procedures
relating to the Certificates, see "Certain Federal Income Tax
Consequences -- REMIC Trust Funds -- Foreign Investors in REMIC Certificates"
and " -- Backup Withholding with Respect to the REMIC Certificates" in the
Prospectus and "Global Clearance, Settlement and Tax Documentation Procedures --
Certain U.S. Federal Income Tax Documentation Requirements" in Annex I hereto.
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Transfers between Participants will occur in accordance with DTC rules.
Transfers between Cedel Participants and Euroclear Participants will occur in
accordance with their respective rules and operating procedures.
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Cedel
Participants or Euroclear Participants, on the other, will be effected in DTC in
accordance with DTC rules on behalf of the relevant European international
clearing system by the Relevant Depositary; however, such cross market
transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system in accordance
with its rules and procedures and within its established deadlines (European
time). The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to the
Relevant Depositary to take action to effect final settlement on its behalf by
delivering or receiving securities in DTC, and making or receiving payment in
accordance with normal procedures for same day funds settlement applicable to
DTC. Cedel Participants and Euroclear Participants may not deliver instructions
directly to the European Depositaries.
DTC, which is a New York-chartered limited purpose trust company, performs
services for its participants, some of which (and/or their representatives) own
DTC. In accordance with its normal procedures, DTC is expected to record the
positions held by each DTC participant in the Book-Entry Certificates, whether
held for its own account or as a nominee for another person. In general,
beneficial ownership of Book-Entry Certificates will be subject to the Rules, as
in effect from time to time.
Cedel Bank, societe anonyme, 67 Bd Grande-Duchesse Charlotte, L-1331
Luxembourg, was incorporated in 1970 as a limited company under Luxembourg law.
Cedel is owned by banks, securities dealers and financial institutions, and
currently has about 100 shareholders, including U.S. financial institutions or
their subsidiaries. No single entity may own more than five percent of Cedel's
stock.
Cedel is registered as a bank in Luxembourg, and as such is subject to
regulation by the Institut Monetaire Luxembourgeois, "IML", the Luxembourg
Monetary Authority, which supervises Luxembourg banks.
Cedel holds securities for its customers ("Cedel Participants") and
facilitates the clearance and settlement of securities transactions by
electronic book-entry transfers between their accounts. Cedel provides various
services, including safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing. Cedel
also deals with domestic securities markets in several countries through
established depository and custodial relationships. Cedel has established an
electronic bridge with Morgan Guaranty Trust as the Euroclear Operator in
Brussels to facilitate settlement of trades between systems. Cedel currently
accepts over 70,000 securities issues on its books.
Cedel's customers are world-wide financial institutions including
underwriters, securities brokers and dealers, banks, trust companies and
clearing corporations. Cedel's United States customers are limited to securities
brokers and dealers and banks. Currently, Cedel has approximately 3,000
customers located in over 60 countries, including all major European countries,
Canada, and the United States. Indirect access to Cedel is available to other
institutions which clear through or maintain a custodial relationship with an
account holder of Cedel.
Euroclear was created in 1968 to hold securities for its participants
("Euroclear Participants") and to clear and settle transactions between
Euroclear Participants through simultaneous electronic book-entry delivery
against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Transactions may be settled in any of 29 currencies, including United
States dollars. Euroclear includes various other services, including securities
lending and borrowing and interfaces with domestic markets in several countries
generally similar to the arrangements for cross-market transfers with DTC
described above. Euroclear is operated by the Brussels, Belgium office of Morgan
Guaranty Trust Company of New York (the "Euroclear Operator"), under contract
with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the
"Cooperative"). All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are
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accounts with the Euroclear Operator, not the Cooperative. The Cooperative
establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear
Participants include banks (including central banks), securities brokers and
dealers and other professional financial intermediaries. Indirect access to
Euroclear is also available to other firms that clear through or maintain a
custodial relationship with a Euroclear Participant, either directly or
indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System
and the New York State Banking Department, as well as the Belgian Banking
Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear Participants, and has no record of or relationship with persons
holding through Euroclear Participants.
Distributions on Book-Entry Certificates will be made on each Distribution
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. Distributions with respect to Certificates
held through Cedel or Euroclear will be credited to the cash accounts of Cedel
Participants or Euroclear Participants in accordance with the relevant system's
rules and procedures, to the extent received by the Relevant Depositary. Such
distributions will be subject to tax reporting in accordance with relevant
United States tax laws and regulations. See "Certain Federal Income Tax
Consequences -- REMIC Trust Funds -- Foreign Investors in REMIC Certificates"
and "-- Backup Withholding with Respect to the REMIC Certificates" 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. See "Risk Factors -- Limited Liquidity" herein.
Monthly and annual reports on the Trust will be provided to Cede, as
nominee of DTC, and may be made available by Cede to Certificate 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 Certificate Owners are credited.
DTC has advised the Trustee that, unless and until Definitive Certificates
are issued, 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
Financial Intermediaries to whose DTC accounts the Book-Entry Certificates are
credited, to the extent that such actions are taken on behalf of Financial
Intermediaries whose holdings include such Book-Entry Certificates. Cedel or the
Euroclear Operator, as the case may be, will take any other action permitted to
be taken by a Certificateholder under the Agreement on behalf of a Cedel
Participant or Euroclear Participant only in accordance with its relevant rules
and procedures and subject to the ability of the Relevant Depositary to effect
such actions on its behalf through DTC. DTC may take actions, at the direction
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of the related Participants, with respect to some Offered Certificates which
conflict with actions taken with respect to other Offered Certificates.
Definitive Certificates will be issued to beneficial owners of the
Book-Entry Certificates, or their nominees, rather than to DTC, only if (a) DTC
or the Depositor advises the Trustee in writing that DTC is no longer willing,
qualified or able to discharge properly its responsibilities as nominee and
depository with respect to the Book-Entry Certificates and the Depositor or the
Trustee is unable to locate a qualified successor, (b) the Depositor, at its
sole option, with the consent of the Trustee, elects to terminate a book-entry
system through DTC or (c) after the occurrence of an Event of Default,
Certificate 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 Certificate Owners.
Upon the occurrence of any of the events described in the immediately
preceding paragraph, the Trustee will be required to notify all Certificate
Owners of the occurrence of such event and the availability through DTC of
Definitive Certificates. Upon surrender by DTC of the global certificate or
certificates representing the Book-Entry Certificates and instructions for
re-registration, the Trustee will issue Definitive Certificates, and thereafter
the Trustee will recognize the holders of such Definitive Certificates as
Certificateholders under the Agreement.
Although DTC, Cedel and Euroclear have agreed to the foregoing procedures
in order to facilitate transfers of Offered Certificates among participants of
DTC, Cedel and Euroclear, they are under no obligation to perform or continue to
perform such procedures and such procedures may be discontinued at any time.
Neither the Depositor, the Servicer nor the Trustee will have any
responsibility for any aspect of the records relating to or payments made on
account of beneficial ownership interests of the Book-Entry Certificates held by
Cede & Co., as nominee for DTC, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
USE OF PROCEEDS
Substantially all of the net proceeds to be received from the sale of the
Offered Certificates will be used to purchase the Contracts from FCFC, to pay
the costs, if any, of carrying the Contracts until sale of the Offered
Certificates and to pay other expenses connected with pooling the Contracts and
issuing the Offered Certificates.
CERTAIN LEGAL ASPECTS OF THE CONTRACTS
The following information supplements the information in the Prospectus
under "Certain Legal Aspects of the Mortgage Loans and Contracts."
LAND-AND-HOME CONTRACTS
General. The Land-and-Home Contracts will be secured by either first
mortgage or deeds of trust, depending upon the prevailing practice in the state
in which the underlying property is located. A mortgage creates a lien upon the
real property described in the mortgage. There are two parties to a mortgage:
the mortgagor, who is the borrower, and the mortgagee, who is the lender. In a
mortgage state, the mortgagor delivers to the mortgagee a note or bond
evidencing the loan and the mortgage. Although a deed of trust is similar to a
mortgage, a deed of trust has three parties: the borrower, a lender as
beneficiary and a third-party grantee called the trustee. Under a deed of trust,
the borrower grants the property, irrevocably until the debt is paid, in trust
generally with a power of sale, to the trustee to secure payment of the 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.
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Foreclosure. Foreclosure of a mortgage is generally accomplished by
judicial action. Generally, the action is initiated by the service of legal
pleadings upon all parties having an interest of record in the real property.
Delays in completion of the foreclosure occasionally may result from
difficulties in locating necessary parties defendant. When the mortgagee's right
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 a 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 foreclosure of mortgages. In some states the trustee must record a notice of
default and send a copy to the borrower-trustor and to any person who has
recorded a request for a copy of a notice of default and the notice of sale. In
addition, the trustee must provide notice in some states to any other individual
having an interest of record in the real property, including any junior
lienholders. If the deed of trust is not reinstated within any applicable cure
period, a notice of sale must be posted in a public place and, in most states,
published for a specified period of time in one or more newspapers. In addition,
some state laws require that a copy of the notice of sale be posted on the
property and sent to all parties having an interest of record in the property.
In some states, the borrower-trustor has the right to reinstate the loan at
any time following default until shortly before the trustee's sale. In general,
the borrower, or any other person having a junior encumbrance on the real
estate, may, during a reinstatement period, cure the default by paying the
entire amount in arrears plus the costs and expenses incurred in enforcing the
obligation. Certain state laws control the amount of foreclosure expenses and
costs, including attorneys' fees, 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
for an amount equal to the unpaid principal amount of the note, accrued and
unpaid interest and the expenses of foreclosure. Thereafter, subject to the
right of the borrower in some states to remain in possession during the
redemption period, the lender will assume the burdens of ownership, including
obtaining hazard insurance and making such repairs at its own expense as are
necessary to render the property suitable for sale. The lender commonly will
obtain the services of a real estate broker and pay the broker a commission in
connection with the sale of the property. Depending upon market conditions, the
ultimate proceeds of the sale of the property may not equal the lender's
investment in the property.
Rights of Redemption. In some states, after sale pursuant to a deed of
trust or foreclosure of a mortgage, the borrower and certain foreclosed junior
lienors are given a statutory period in which to redeem the property from the
foreclosure sale. In certain other states, this right of redemption applies only
to sale following judicial foreclosure, and not sale pursuant to a non-judicial
power of sale. In most states where the right of redemption is available,
statutory redemption may occur upon payment of the foreclosure purchase price,
accrued interest and taxes. In some states the right to redeem is an equitable
right. The effect of a right of redemption is to diminish the ability of the
lender to sell the foreclosed property. The exercise of a right of redemption
would defeat the title of any purchaser at a foreclosure sale, or of any
purchaser from the lender subsequent to judicial foreclosure or sale under a
deed of trust. Consequently, the practical effect of the redemption right is to
force the lender to maintain the property and pay the expenses of ownership
until the redemption period has run.
Anti-Deficiency Legislation and Other Limitations on Lenders. Certain
states have imposed statutory restrictions that limit the remedies of a
beneficiary under a deed of trust or a mortgagee under a mortgage
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relating to a single family residence. In some states, statutes limit the right
of the beneficiary or mortgagee to obtain a deficiency judgment against the
borrower following foreclosure or sale under a deed of trust. A deficiency
judgment is a personal judgment against the borrower equal in most cases to the
difference between the amount due to the lender and the net amount realized upon
the foreclosure sale.
Some states statutes may require the beneficiary or mortgagee to exhaust
the security afforded under a deed of trust or mortgage by foreclosure in an
attempt to satisfy the full debt before bringing a personal action against the
borrower. In certain other states, the lender has the option of bringing a
personal action against the borrower on the debt without first exhausting such
security; however, in some of these states, the lender, following judgment on
such personal action, may be deemed to have elected a remedy and may be
precluded from exercising remedies with respect to the security. Consequently,
the practical effect of the election requirement, when applicable, is that
lenders will usually proceed first against the security rather than bringing a
personal action against the borrower.
Other statutory provisions may limit any deficiency judgment against the
former borrower following a foreclosure sale to the excess of the outstanding
debt over the fair market value of the property at the time of such sale. The
purpose of these statutes is to prevent a beneficiary or a mortgagee from
obtaining a large deficiency judgment against the former borrower as a result of
low or no bids at the foreclosure sale.
In some states, exceptions to the anti-deficiency statutes are provided for
in certain instances where the value of the lender's security has been impaired
by acts or omissions of the borrower, for example, in the event of waste of the
property.
In addition to anti-deficiency and related legislation, numerous other
federal and state statutory provisions, including the federal bankruptcy laws,
the federal Soldiers' and Sailors' Civil Relief Act of 1940 and state laws
affording relief to debtors, may interfere with or affect the ability of a
secured mortgage lender to realize upon its security. For example, with respect
to a Land-and-Home Contract, 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 proceeds, 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 deed of trust. The laws of some states provide priority to certain
tax liens over the lien of the mortgage or deed of trust. Numerous federal and
some state consumer protection laws impose substantive requirements upon
mortgage lenders in connection with the origination, servicing and 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 Report 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 such as the Trust Fund.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
An election will be made to treat the Trust Fund as a REMIC for federal
income tax purposes. In order for the Trust Fund to qualify as a REMIC,
substantially all of its assets must consist of qualified mortgages or permitted
investments. Section 860G(a)(3) of the Code contains the definition of
"qualified mortgages" for REMIC purposes. The regulations promulgated by the
Internal Revenue Service under Sections 860A through 860G of the Code (the
"REMIC Regulations") provide that obligations secured by interests in
manufactured housing that qualify as "single family residences" within the
meaning of Section 25(e)(10) of the Code may be treated as qualified mortgages
of the REMIC. Under Section 25(e)(10), 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 in a fixed location. On April 15, 1996, the IRS issued to FCFC
a private letter ruling (the "Ruling") which concluded that certain manufactured
housing contracts with a minimum of between 375 and 399 square feet of living
space will be treated as obligations secured by real property within the meaning
of Section 860G(a)(3) of the Code even though these contracts do not meet the
requirements of Section 25(e)(10). Accordingly, based on the Ruling and assuming
a timely election to be treated as a REMIC is made and further assuming the
compliance by the Trust Fund with all the terms of the Pooling and Servicing
Agreement, Brown & Wood LLP is of the opinion that the Trust Fund will qualify
as a REMIC within the meaning of the Code. The Class A, Class M and Class B
Certificates will constitute "regular interests" in the REMIC, and the Class R
Certificates will constitute the sole class of "residual interests" in the
REMIC.
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) qualifying real property loans within the meaning of Section
593(d)(1) of the Code, (ii) assets described in Section 7701(a)(19)(C) of the
Code, and (iii) "real estate assets" within the meaning of Section 856(c)(5) 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.
ORIGINAL ISSUE DISCOUNT
The Offered Certificates may be 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 Depositor intends
to assume that there will be prepayments on the Contracts at a rate equal to
150% of the Prepayment Model. 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.
EFFECT OF LOSSES AND DELINQUENCIES
As described herein under "Description of the Certificates," the Class M
and Class B Certificates will be subordinated to the Senior Certificates. In the
event there are losses or delinquencies on the Contracts, amounts that otherwise
would be distributed on the Class M or Class B-1 Certificates may instead be
distributed on the Senior Certificates. Holders of the Class M and Class B-1
Certificates nevertheless will be required to report interest with respect to
such Class M or Class B-1 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 in the Contract Pool,
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
Class M or Class B-1 Certificates in any period could significantly exceed the
amount of cash distributed to such holders in that period. The holders of Class
M or Class B-1 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, and holders of
the Class M or Class B-1 Certificates are urged to consult their own tax
advisors on this point.
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For further information regarding the federal income tax consequences of
investing in the Offered Certificates, see "Certain Federal Income Tax
Consequences" in the Prospectus.
ERISA CONSIDERATIONS
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.
CLASS A CERTIFICATES
As discussed in the Prospectus under "ERISA Considerations" and subject to
the limitations discussed thereunder, FCFC believes that CS First Boston
Corporation's PTE (as such term is defined in the Prospectus) granted to CS
First Boston Corporation, will apply to the acquisition and holding by Plans of
Senior Certificates sold by CS First Boston Corporation and that all conditions
of CS First Boston Corporation's PTE other than those within the control of the
investors have been met. In addition, as of the date hereof, no obligor with
respect to Contracts included in the Trust Fund constitutes more than five
percent of the aggregate unamortized principal balance of the assets of the
Trust Fund.
Employee benefit plans that are governmental plans and church plans (in
each case as defined in Section 3(33) of ERISA) are not subject to ERISA
requirements. Accordingly, assets of such plans may be invested in the Class A
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 Class A
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 Class A Certificates. Assets of a Plan or individual retirement account
should not be invested in the Class A Certificates unless it is clear that the
assets of the Trust Fund will not be plan assets or unless it is clear that CS
First Boston Corporation's PTE or a prohibited transaction class exemption will
apply and exempt all potential prohibited transactions. See "ERISA
Considerations" in the Prospectus.
CLASS M AND CLASS B-1 CERTIFICATES
As discussed in the Prospectus, because subordinate certificates such as
the Class M and Class B-1 Certificates are subordinated to the Class A
Certificates, CS First Boston Corporation's PTE will not apply to the Class M
and Class B-1 Certificates. As such, no transfer of a Class M or Class B-1
Certificate will be permitted to be made to a Plan unless such Plan, at its
expense, delivers to the Trustee and FCFC an opinion of counsel to the effect
that the purchase or holding of a Class M or Class B-1 Certificate by such Plan
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 and the Code and
will not subject the Depositor, the Trustee, FCFC or the Servicer to any
obligation in addition to those undertaken in the Agreement. Unless such opinion
is delivered, each person acquiring a Class M or Class B-1 Certificate will be
deemed to represent to the Trustee, FCFC and the Servicer that such person is
not a Plan subject to ERISA or Section 4975 of the Code. Purchasers who are
insurance companies purchasing Class M or Class B-1 Certificates with funds from
their "general accounts" will be deemed to represent with respect to their
acquisition of a beneficial interest in such Certificates that such purchase is
covered under Section III of the Prohibited Transaction Class Exemption 95-60.
See "ERISA Considerations" in the Prospectus.
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LEGAL INVESTMENT CONSIDERATIONS
For so long as the Class A and Class M Certificates are rated in one of the
two highest rating categories by at least one nationally recognized statistical
rating organization, such Certificates will constitute "mortgage related
securities" under SMMEA and, as such, will be "legal investments" for certain
types of institutional investors to the extent provided in SMMEA.
The Class B-1 Certificates will not constitute "mortgage related
securities" under SMMEA. The appropriate characterization of the Class B-1
Certificates under various legal investment restrictions, and thus the ability
of investors subject to these restrictions to purchase Class B-1 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 Class B-1
Certificates will constitute legal investments for them.
The Depositor makes no representation as to the proper characterization of
the Class B-1 Certificates for legal investment or financial institution
regulatory purposes, or as to the ability of particular investors to purchase
Class B-1 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 Class B-1 Certificates) may adversely affect the liquidity of the Class
B-1 Certificates. See "Legal Investment" in the Prospectus.
UNDERWRITING
The Underwriters named below have severally agreed, subject to the terms
and conditions of the Underwriting Agreement, to purchase from the Depositor the
respective principal amounts of the Offered Certificates set forth opposite
their names below.
<TABLE>
<CAPTION>
CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5 CLASS M CLASS B-1
UNDERWRITERS CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES
- ------------------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
CS First Boston
Corporation............
Goldman, Sachs & Co......
Morgan Stanley & Co.
Incorporated...........
</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 offered hereby if any Offered Certificates are purchased. In the
event of default by the Underwriters, the Underwriting Agreement provides that,
in certain circumstances, the Underwriting Agreement may be terminated.
The Depositor has been advised by the Underwriters that they propose
initially to offer each Class of Offered Certificates to the public at the
related price set forth herein, and to certain dealers at such price less the
initial concession not in excess of, based on Initial Certificate Principal
Balances, % of the Class A-1 Certificates, % of the Class A-2
Certificates, % of the Class A-3 Certificates, % of the Class A-4
Certificates, % of the Class A-5 Certificates, % of the Class M
Certificates and % of the Class B-1 Certificates. The Underwriters may
allow and such dealers may reallow a concession not in excess of, based on
Initial Certificate Principal Balances, % of the Class A-1 Certificates,
% of the Class A-2 Certificates, % of the Class A-3 Certificates,
% of the Class A-4 Certificates, % of the Class A-5 Certificates,
% of the Class M Certificates and % of the Class B-1 Certificates to
certain other dealers. After the initial public offering of each Class of
Offered Certificates, the public offering price and such concessions for such
Class may be changed.
The Underwriting Agreement provides that the Depositor will indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or contribute to payments the Underwriters
may be required to make in respect thereof.
S-59
<PAGE> 60
LEGAL MATTERS
The validity of the Offered Certificates will be passed upon for the
Depositor and the Underwriters by Brown & Wood LLP, San Francisco, California.
The material federal income tax consequences of the Offered Certificates will be
passed upon for the Depositor by Brown & Wood LLP, San Francisco, California.
Certain legal matters relating to insolvency issues and certain legal matters
relating to FCFC will be passed upon for it by Arter & Hadden, Washington, D.C.
Certain other legal matters relating to FCFC will be passed upon for it by
Timothy M. Hayes, Esq., Vice President and Assistant General Counsel to
Associates First Capital Corporation, the parent company of FCFC. Mr. Hayes owns
shares of Class A Common Stock of Associates First Capital Corporation, and has
options to purchase additional shares of such Class A Common Stock.
RATINGS
It is a condition to the issuance of (i) the Class A Certificates that they
be rated "Aaa" by Moody's, "AAA" by Fitch, and "AAA" by Standard & Poor's, (ii)
the Class M Certificates that they be rated at least "Aa3" by Moody's, "AA" by
Fitch and "AA" by Standard & Poor's and (iii) the Class B-1 Certificates that
they be rated at least "Baa2" by Moody's, "BBB" by Fitch and "BBB" by Standard &
Poor's.
There is no assurance that any such rating will continue for any period of
time or that it will not be revised or withdrawn entirely by the assigning
Rating Agency if, in its judgment, circumstances so warrant. A revision or
withdrawal of such rating may have an adverse effect on the market price of the
related Class of Offered Certificates. 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 Depositor has not requested a rating on the Offered Certificates by any
rating agency other than the Rating Agencies. However, there can be no assurance
as to whether any other rating agency will rate any or all Classes of Offered
Certificates, or if it does, what rating would be assigned by any such other
rating agency. A rating on any or all of the Offered Certificates by other
rating agencies, if assigned at all, may be lower than the rating assigned to
such Offered Certificates by the Rating Agencies.
S-60
<PAGE> 61
INDEX OF TERMS
Set forth below is a list of certain of the more significant capitalized
terms used in this Prospectus and the pages on which the definitions of such
terms may be found.
<TABLE>
<CAPTION>
TERM PAGE
- ---------------------------------------------------------------------------- ---------------
<S> <C>
ACONA....................................................................... S-3
Actuarial Contract.......................................................... S-16
Actuarial Interest Advance.................................................. S-45
Adjusted Certificate Principal Balance...................................... S-8
Advance..................................................................... S-45
Agreement................................................................... S-1, S-3
AHFSI....................................................................... S-8
APR......................................................................... S-9
Available Distribution Amount............................................... S-39
Average Sixty-Day Delinquency Ratio......................................... S-42
Average Thirty-Day Delinquency Ratio........................................ S-42
Book-Entry Certificates..................................................... S-50
Business Day................................................................ S-4
Cedel....................................................................... S-4
Cedel Participants.......................................................... S-52
Certificate Account......................................................... S-36
Certificate Owners.......................................................... S-4
Certificate Principal Balance............................................... S-42
Certificate Principal Shortfall............................................. S-42
Certificateholders.......................................................... S-4
Certificates................................................................ S-1, S-3
Class....................................................................... S-3
Class A Certificates........................................................ S-2, S-3
Class A/M Percentage........................................................ S-42
Class A-1 Certificates...................................................... S-2, S-3
Class A-1 Pass-Through Rate................................................. S-41
Class A-2 Certificates...................................................... S-2, S-3
Class A-2 Pass-Through Rate................................................. S-41
Class A-3 Certificates...................................................... S-2, S-3
Class A-3 Pass-Through Rate................................................. S-41
Class A-4 Certificates...................................................... S-2, S-3
Class A-4 Pass-Through Rate................................................. S-41
Class A-5 Certificates...................................................... S-2, S-3
Class A-5 Pass-Through Rate................................................. S-41
Class B Cross-over Date..................................................... S-42
Class B Percentage.......................................................... S-43
Class B Principal Distribution Tests........................................ S-42
Class B-1 Certificates...................................................... S-2, S-3
Class B-1 Liquidation Loss Amount........................................... S-7
Class B-1 Pass-Through Rate................................................. S-41
Class B-1 Reserve Account................................................... S-44
Class B-1 Reserve Account Requirement....................................... S-44
Class B-2 Certificates...................................................... S-2, S-3
Class B-2 Floor Amount...................................................... S-42
Class B-2 Liquidation Loss Amount........................................... S-7
Class B-2 Pass-Through Rate................................................. S-41
Class B-2 Reserve Account................................................... S-44
</TABLE>
S-61
<PAGE> 62
<TABLE>
<CAPTION>
TERM PAGE
- ---------------------------------------------------------------------------- ---------------
<S> <C>
Class B-2 Reserve Account Requirement....................................... S-44
Class M Certificates........................................................ S-2, S-3
Class M Liquidation Loss Amount............................................. S-7
Class M Pass-Through Rate................................................... S-41
Class M Reserve Account..................................................... S-44
Class M Reserve Account Requirement......................................... S-44
Class R Certificates........................................................ S-2, S-3
Class Reserve Account Draw Amount........................................... S-44
Closing Date................................................................ S-5
Code........................................................................ S-11
Contract Pool............................................................... S-9
Contract Principal Balance.................................................. S-7
Contract Schedule........................................................... S-36
Contracts................................................................... S-1, S-9
Corporate Trust Office...................................................... S-50
Cumulative Realized Losses.................................................. S-42
Current Realized Loss Ratio................................................. S-42
Cut-off Date................................................................ S-4
Cut-off Date Pool Balance................................................... S-9
Deficiency Event............................................................ S-42
Definitive Certificate...................................................... S-51
Deposit Date................................................................ S-38
Depositor................................................................... S-1, S-3
Determination Date.......................................................... S-39
Distribution Date........................................................... S-2, S-4
DTC......................................................................... S-3, I-1
Due Date.................................................................... S-9
Due Period.................................................................. S-5
ERISA....................................................................... S-11
Euroclear................................................................... S-4
Euroclear Operator.......................................................... S-52
Euroclear Participants...................................................... S-52
European Depositaries....................................................... S-51
Events of Default........................................................... S-49
FCFC........................................................................ S-1, S-3
Financial Intermediary...................................................... S-51
Fitch....................................................................... S-12
Formula Principal Distribution Amount....................................... S-41
Fractional Interests........................................................ S-49
Initial Certificate Principal Balance....................................... S-3
Land-and-Home Contracts..................................................... S-9
Liquidated Contract......................................................... S-7
Liquidation Loss Amount..................................................... S-7
Liquidation Loss Interest Amount............................................ S-8
MHFD........................................................................ S-21
Manufactured Homes.......................................................... S-9
Manufactured Housing Finance Division....................................... S-21
Monthly Payment............................................................. S-16
Moody's..................................................................... S-12
Mortgage.................................................................... S-10
Nonrecoverable Advance...................................................... S-45
</TABLE>
S-62
<PAGE> 63
<TABLE>
<CAPTION>
TERM PAGE
- ---------------------------------------------------------------------------- ---------------
<S> <C>
Obligor..................................................................... S-24
Offered Certificates........................................................ S-2, S-3
Pass-Through Rate........................................................... S-3
Percentage Interest......................................................... S-4
Plans....................................................................... S-58
Pool Balance................................................................ S-42
Prepayment Model............................................................ S-26
Prospectus.................................................................. S-2
Rating Agencies............................................................. S-12
Record Date................................................................. S-4
REMIC Regulations........................................................... S-57
REMIC....................................................................... S-2, S-11
REO Property................................................................ S-47
Repurchase Price............................................................ S-36
Reserve Account............................................................. S-44
Reserve Fund................................................................ S-6
Reserve Fund Draw Amount.................................................... S-44
Reserve Fund Requirement.................................................... S-44
Rules....................................................................... S-51
Ruling...................................................................... S-57
Sample Pool................................................................. S-20
Sample Pool Contracts....................................................... S-20
Senior Certificates......................................................... S-2, S-3
Servicer.................................................................... S-8
Servicing Fee............................................................... S-48
Simple Interest Advance..................................................... S-45
Simple Interest Contract.................................................... S-16
SMMEA....................................................................... S-11
Standard & Poor's........................................................... S-12
Subordinate Certificates.................................................... S-2, S-3
Termination Price........................................................... S-46
Terms and Conditions........................................................ S-53
Trust....................................................................... S-1
Trust Fund.................................................................. S-4
Trustee..................................................................... S-3
UCC......................................................................... S-14
Unpaid Certificate Principal Shortfall...................................... S-42
Unpaid Liquidation Loss Interest Shortfall.................................. S-42
Value....................................................................... S-20
Weighted Average Net Contract Rate.......................................... S-41
</TABLE>
S-63
<PAGE> 64
ANNEX I
GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
Except in certain limited circumstances, the globally offered Associates
Manufactured Housing Contract Pass-Through Certificates, Series 1996-1 (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"), Cedel or Euroclear. The Global Securities will be
tradeable as home market instruments in both the European and U.S. domestic
markets. Initial settlement and all secondary trades will settle in same-day
funds.
Secondary market trading between investors holding Global Securities
through Cedel and Euroclear will be conducted in the ordinary way in accordance
with their normal rules and operating procedures and in accordance with
conventional eurobond practice (i.e., seven calendar day settlement).
Secondary market trading between investors holding Global Securities
through DTC will be conducted according to the rules and procedures applicable
to U.S. corporate debt obligations.
Secondary cross-market trading between Cedel or Euroclear and DTC
Participants holding Certificates will be effected on a delivery-against-payment
basis through the respective Depositaries of Cedel and Euroclear (in such
capacity) and as DTC Participants.
Non-U.S. holders (as described below) of Global Securities will be subject
to U.S. withholding taxes unless such holders meet certain requirements and
deliver appropriate U.S. tax documents to the securities clearing organizations
or their participants.
INITIAL SETTLEMENT
All Global Securities will be held in book-entry form by DTC in the name of
Cede & Co. as nominee of DTC. Investors' interests in the Global Securities will
be represented through financial institutions acting on their behalf as direct
and indirect Participants in DTC. As a result, Cedel and Euroclear will hold
positions on behalf of their participants through their respective Depositaries,
which in turn will hold such positions in accounts as DTC Participants.
Investors electing to hold their Global Securities through DTC will follow
the settlement practices applicable to conventional eurobonds, except that there
will be no temporary global security and no "lock-up" or restricted period.
Investor securities custody accounts will be credited with their holdings
against payment in same-day funds on the settlement date.
Investors electing to hold their Global Securities through Cedel or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary global security
and no "lock-up" or restricted period. Global Securities will be credited to the
securities custody accounts on the settlement date against payment in same-day
funds.
SECONDARY MARKET TRADING
Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.
Trading between DTC Participants. Secondary market trading between DTC
Participants will be settled using the procedures applicable to prior
manufactured housing contract pass-through certificates issues in same-day
funds.
Trading between Cedel and/or Euroclear Participants. Secondary market
trading between Cedel Participants or Euroclear Participants will be settled
using the procedures applicable to conventional eurobonds in same-day funds.
I-1
<PAGE> 65
Trading between DTC seller and Cedel or Euroclear purchaser. When Global
Securities are to be transferred from the account of a DTC Participant to the
account of a Cedel Participant or a Euroclear Participant, the purchaser will
send instructions to Cedel or Euroclear through a Cedel Participant or Euroclear
Participant at least one business day prior to settlement. Cedel or Euroclear
will instruct the respective Depositary, as the case may be, to receive the
Global Securities against payment. Payment will include interest accrued on the
Global Securities from and including the last coupon payment date to and
excluding the settlement date, on the basis of the actual number of days in such
accrual period and a year assumed to consist of 360 days. For transactions
settling on the 31st of the month, payment will include interest accrued to and
excluding the first day of the following month. Payment will then be made by the
respective Depositary of the DTC Participant's account against delivery of the
Global Securities. After settlement has been completed, the Global Securities
will be credited to the respective clearing system and by the clearing system,
in accordance with its usual procedures, to the Cedel Participant's or Euroclear
Participant's account. The securities credit will appear the next day (European
time) and the cash debt will be back-valued to, and the interest on the Global
Securities will accrue from, the value date (which would be the preceding day
when settlement occurred in New York). If settlement is not completed on the
intended value date (i.e., the trade fails), the Cedel or Euroclear cash debt
will be valued instead as of the actual settlement date.
Cedel Participants and Euroclear Participants will need to make available
to the respective clearing systems the funds necessary to process same-day funds
settlement. The most direct means of doing so is to preposition funds for
settlement, either from cash on hand or existing lines of credit, as they would
for any settlement occurring within Cedel or Euroclear. Under this approach,
they may take on credit exposure to Cedel or Euroclear until the Global
Securities are credited to their accounts one day later.
As an alternative, if Cedel or Euroclear has extended a line of credit to
them, Cedel Participants or Euroclear Participants can elect not to preposition
funds and allow that credit line to be drawn upon the finance settlement. Under
this procedure, Cedel Participants or Euroclear Participants purchasing Global
Securities would incur overdraft charges for one day, assuming they cleared the
overdraft when the Global Securities were credited to their accounts. However,
interest on the Global Securities would accrue from the value date. Therefore,
in many cases the investment income on the Global Securities earned during that
one-day period may substantially reduce or offset the amount of such overdraft
charges, although this result will depend on each Cedel Participant's or
Euroclear Participant's particular cost of funds.
Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities to
the respective European Depositary for the benefit of Cedel Participants or
Euroclear Participants. The sale proceeds will be available to the DTC seller on
the settlement date. Thus, to DTC Participants, a cross-market transaction will
settle no differently than a trade between two DTC Participants.
Trading between Cedel or Euroclear Seller and DTC Purchaser. Due to time
zone differences in their favor, Cedel Participants and Euroclear Participants
may employ their customary procedures for transactions in which Global
Securities are to be transferred by the respective clearing system, through the
respective Depositary, to a DTC Participant. The seller will send instructions
to Cedel or Euroclear through a Cedel Participant or Euroclear Participant at
least one business day prior to settlement. In these cases Cedel or Euroclear
will instruct the respective Depositary, as appropriate, to deliver the Global
Securities to the DTC Participant's account against payment. Payment will
include interest accrued on the Global Securities from and including the last
coupon payment to and excluding the settlement date on the basis of the actual
number of days in such accrual period and a year assumed to consist of 360 days.
For transactions settling on the 31st of the month, payment will include
interest accrued to and excluding the first day of the following month. The
payment will then be reflected in the account of the Cedel Participant or
Euroclear Participant the following day, and receipt of the cash proceeds in the
Cedel Participant's or Euroclear Participant's account would be back-valued to
the value date (which would be the preceding day, when settlement occurred in
New York). Should the Cedel Participant or Euroclear Participant have a line of
credit with its respective clearing system and elect to be in debt in
anticipation of receipt of the sale proceeds in its account, the back-valuation
will extinguish any overdraft incurred over that one-day period. If settlement
is not completed on the intended
I-2
<PAGE> 66
value date (i.e., the trade fails), receipt of the cash proceeds in the Cedel
Participant's or Euroclear Participant's account would instead be valued as of
the actual settlement date.
Finally, day traders that use Cedel or Euroclear and that purchase Global
Securities from DTC Participants for delivery to Cedel Participants or Euroclear
Participants should note that these trades would automatically fail on the sale
side unless affirmative action were taken. At least three techniques should be
readily available to eliminate this potential problem:
(a) borrowing through Cedel or Euroclear for one day (until the
purchase side of the day trade is reflected in their Cedel or Euroclear
accounts) in accordance with the clearing system's customary procedures;
(b) borrowing the Global Securities in the U.S. from a DTC Participant
no later than one day prior to settlement, which would give the Global
Securities sufficient time to be reflected in their Cedel or Euroclear
account in order to settle the sale side of the trade; or
(c) staggering the value dates for the buy and sell sides of the trade
so that the value date for the purchase from the DTC Participant is at
least one day prior to the value date for the sale to the Cedel Participant
or Euroclear Participant.
CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS
A beneficial owner of Global Securities holding securities through Cedel or
Euroclear (or through DTC if the holder has an address outside the 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, 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). Beneficial owners of Global
Securities that are non-U.S. Persons can obtain a complete exemption from the
withholding tax by filing a signed Form W-8 (Certificate of Foreign Status). If
the information shown on Form W-8 changes, a new Form W-8 must be filed within
30 days of such change.
Exemption for non-U.S. Persons with effectively connected income (Form
4224). 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).
Exemption or reduced rate for non-U.S. Persons resident in treaty countries
(Form 1001). Non-U.S. Persons that are Certificate Owners residing in a country
that has a tax treaty with the United States can obtain an exemption or reduced
tax rate (depending on the treaty terms) by filing Form 1001 (Ownership,
Exemption or Reduced Rate Certificate). If the treaty provides only for a
reduced rate, withholding tax will be imposed at that rate unless the filer
alternatively files Form W-8. Form 1001 may be filed by the Certificate Owners
or his agent.
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 clearing agency, in the case of persons holding directly on the books of
the clearing agency). Form W-8 and Form 1001 are effective for three calendar
years and Form 4224 is effective for one calendar year.
I-3
<PAGE> 67
The term "U.S. Person" means (i) a citizen or resident of the United
States, (ii) a corporation or partnership organized in or under the laws of the
United States or any political subdivision thereof or (iii) an estate or trust
the income of which is includible in gross income for United States tax
purposes, regardless of its source. 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-4
<PAGE> 68
PROSPECTUS
CS First Boston Mortgage Securities Corp.
Depositor
Conduit Mortgage and Manufactured Housing Contract
Pass-Through Certificates
(Issuable in Series)
------------------
The Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates
(the "Certificates") offered hereby and by the related Prospectus Supplements
will be offered from time to time in series (each, a "Series") in one or more
separate classes (each, a "Class"), which may be divided into one or more
subclasses (each, a "Subclass"), that represent interests in specified
percentages of principal and interest (a "Percentage Interest") with respect
to the related Mortgage Pool or the Contract Pool (each, as defined below),
or that have been assigned a Stated Principal Balance and an Interest Rate
(as such terms are defined herein), as more fully set forth herein, and will
evidence the undivided interest, beneficial interest or notional amount
specified in the related Prospectus Supplement in one of a number of
trusts, each to be created by CS First Boston Mortgage Securities Corp.
(the "Depositor") from time to time. The trust property of each trust (the
"Trust Fund") will consist of a pool containing one- to four-family
residential mortgage loans, mortgage loans secured by multifamily
residential rental properties consisting of five or more dwelling units
or apartment buildings owned by cooperative housing corporations, loans
made to finance the purchase of certain rights relating to
cooperatively owned properties secured by a pledge of shares of a
cooperative corporation and an assignment of a proprietary lease or
occupancy agreement on a cooperative dwelling, mortgage participation
certificates evidencing participation interests in such loans that are
acceptable to the nationally recognized statistical rating agency or
agencies rating the related Series of Certificates (collectively, the
"Rating Agency") for a rating in one of the four highest rating
categories of such Rating Agency (such loans and participation
certificates being referred to collectively hereinafter as the
"Mortgage Loans"), or certain conventional mortgage pass-through
certificates (the "Mortgage Certificates") and related property
(the "Mortgage Pool") or a pool of manufactured housing
installment or conditional sales contracts and installment loan
agreements (the "Contracts") or participation certificates
representing participation interests in such Contracts and related
property (the "Contract Pool") conveyed to such trust by the
Depositor. The Mortgage Loans may be conventional mortgage loans,
conventional cooperative loans, mortgage loans insured by the
Federal Housing Administration (the "FHA"), or mortgage loans
partially guaranteed by the Veterans Administration (the "VA"),
or any combination of the foregoing, bearing fixed or variable
rates of interest. The Contracts may be conventional contracts,
contracts insured by the FHA or partially guaranteed by the VA, or
any combination of the foregoing, bearing fixed or variable rates
of interest, as specified in the related Prospectus Supplement.
If so specified in the related Prospectus Supplement, the rights
of the holders of the Certificates of one or more Classes or
Subclasses of a Series to receive distributions with respect to
the related Mortgage Pool or Contract Pool may be subordinated
to such rights of the holders of the Certificates of one or
more Classes or Subclasses of such Series to the extent
described herein and in such Prospectus Supplement. As
provided in the applicable Prospectus Supplement, the timing
of payments, whether of principal or of interest, to any one
or more of such Classes or Subclasses may be on a sequential
or a pro rata basis. The Prospectus Supplement with respect
to each Series will also set forth specific information
relating to the Trust Fund with respect to the Series in
respect of which the Prospectus is being delivered,
together with specific information regarding the
Certificates of such Series.
The Certificates do not represent an obligation of or interest in the Depositor
or any affiliate thereof. Neither the Certificates, the Mortgage Loans,
the Contracts nor the Mortgage Certificates are insured or
guaranteed by any governmental agency or
instrumentality, except to the
extent provided herein.
PROSPECTIVE INVESTORS SHOULD CONSIDER THE LIMITATIONS DISCUSSED UNDER ERISA
CONSIDERATIONS HEREIN AND IN THE ACCOMPANYING PROSPECTUS SUPPLEMENT.
SEE "RISK FACTORS" BEGINNING ON PAGE 16 HEREIN FOR A DISCUSSION OF CERTAIN
FACTORS THAT POTENTIAL INVESTORS SHOULD CONSIDER IN DETERMINING WHETHER TO
INVEST IN THE CERTIFICATES OF A SERIES IN RESPECT OF WHICH THIS PROSPECTUS IS
BEING DELIVERED.
Offers of the Certificates may be made through one or more different methods,
including offerings through underwriters, which may include CS First Boston
Corporation, an affiliate of the Depositor, as more fully described under
"Plan of Distribution" and in the related Prospectus Supplement. Certain
offerings of the Certificates, as specified in the related Prospectus
Supplement, may be made in one or more transactions exempt from the
registration requirements of the Securities Act of 1933. Such
offerings are not being made pursuant to the Registration
Statement of which this Prospectus forms a part.
There will have been no public market for the Certificates of any Series prior
to the offering thereof. No assurance can be given that such
a market will develop as a result of such offering
or, if it does develop,that it
will continue.
The Depositor, as specified in the applicable Prospectus Supplement, may elect
to treat the Trust Fund with respect to certain Series of
Certificates as one or more Real Estate Mortgage
Investment Conduits (each, a "REMIC").
See "Certain Federal Income
Tax Consequences."
If so specified in the Prospectus Supplement relating to a Series of
Certificates, the Certificates of such Series may be subject to
early termination and may receive Special Distributions (as
defined herein) in reduction of Stated Principal Balance
under the circumstances described herein and in
such Prospectus Supplement.
This Prospectus may not be used to consummate sales of the Certificates
offered hereby unless accompanied by a Prospectus Supplement.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
CS First Boston
The date of this Prospectus is September 18, 1996.
<PAGE> 69
PROSPECTUS SUPPLEMENT
The Prospectus Supplement with respect to each Series of Certificates will,
among other things, set forth with respect to such Series of Certificates: (i)
the identity of each Class or Subclass within such Series; (ii) the undivided
interest, Percentage Interest, Stated Principal Balance or notional amount of
each Class or Subclass of Certificates; (iii) the Pass-Through Rate, Interest
Rate or Annual Rate borne by each Class or Subclass within such Series; (iv)
certain information concerning the Mortgage Loans, the Mortgage Certificates,
the Contracts, if any, and the other assets comprising the Trust Fund for such
Series; (v) the final Distribution Date of each Class or Subclass of
Certificates within such Series; (vi) the identity of each Class or Subclass of
Compound Interest Certificates, if any, within such Series; (vii) the method
used to calculate the amount to be distributed with respect to each Class or
Subclass of Certificates; (viii) the order of application of distributions to
each of the Classes or Subclasses within such Series, whether sequential, pro
rata, or otherwise; (ix) the Distribution Dates with respect to such Series; (x)
information with respect to the terms of the Residual Certificates or
Subordinated Certificates offered hereby, if any are offered; (xi) information
with respect to the method of credit support, if any, with respect to such
Series; and (xii) additional information with respect to the plan of
distribution of such Series of Certificates.
ADDITIONAL INFORMATION
This Prospectus contains, and the Prospectus Supplement for each Series of
Certificates will contain, a summary of the material terms of the documents
referred to herein and therein, but neither contains nor will contain all of the
information set forth in the Registration Statement of which this Prospectus and
the related Prospectus Supplement is a part. For further information, reference
is made to such Registration Statement and the exhibits thereto which the
Depositor has filed with the Securities and Exchange Commission (the
"Commission"), under the Securities Act of 1933, as amended. Statements
contained in this Prospectus and any Prospectus Supplement as to the contents of
any contract or other document referred to are summaries and in each instance
reference is made to the copy of the contract or other document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. Copies of the Registration Statement may be
obtained from the Commission, upon payment of the prescribed charges, or may be
examined free of charge at the Commission's offices. Reports and other
information filed with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Regional Offices of the Commission at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of
such information can be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates.
The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of such site is
(http://www.sec.gov).
Copies of the Pooling and Servicing Agreement pursuant to which a Series of
Certificates is issued will be provided to each person to whom a Prospectus and
the related Prospectus Supplement are delivered, upon written or oral request
directed to: Treasurer, CS First Boston Mortgage Securities Corp., Park Avenue
Plaza, 55 East 52nd Street, New York, New York 10055, (212) 909-2000.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are incorporated herein by reference all documents and reports filed
or caused to be filed by the Depositor with respect to a Trust Fund pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of the offering of Certificates offered hereby. The Depositor will provide or
cause to be provided without charge to each person to whom this Prospectus is
delivered in connection with the offering of one or more Classes of
Certificates, upon request, a copy of any or all such documents or reports
incorporated herein by reference, in each case to the extent such documents or
reports relate to one or more Classes of such Certificates, other than the
exhibits to such documents (unless such exhibits are specifically incorporated
by reference in such documents). Requests to the Depositor should be directed
to: CS First Boston Mortgage Securities Corp., Park Avenue Plaza, 55 East 52nd
Street, New York, New York 10055, (212) 909-2000.
IF AND TO THE EXTENT REQUIRED BY APPLICABLE LAW OR REGULATIONS, THIS
PROSPECTUS AND THE ATTACHED PROSPECTUS SUPPLEMENT WILL ALSO BE USED BY THE
UNDERWRITER AFTER THE COMPLETION OF THE OFFERING IN CONNECTION WITH OFFERS AND
SALES RELATED TO MARKET-MAKING TRANSACTIONS IN THE OFFERED SECURITIES IN WHICH
THE UNDERWRITER ACTS AS PRINCIPAL. SALES WILL BE MADE AT NEGOTIATED PRICES
DETERMINED AT THE TIME OF SALE.
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SUMMARY OF TERMS
The following is qualified in its entirety by reference to the detailed
information appearing elsewhere in this Prospectus, and by reference to the
information with respect to each Series of Certificates contained in the related
Prospectus Supplement. Certain capitalized terms used and not otherwise defined
herein shall have the meanings given elsewhere in this Prospectus.
SECURITIES OFFERED............ Conduit Mortgage and Manufactured Housing
Contract Pass-Through Certificates (the
"Certificates"), issuable in series (each, a
"Series"). The Certificates may be issued in
one or more classes (each, a "Class") and
such Classes may be divided into one or more
subclasses (each, a "Subclass"). One or more
of such Classes or Subclasses of a Series may
be subordinated to one or more Classes or
Subclasses of such Series, as specified in
the related Prospectus Supplement (any such
Class or Subclass to which another Class or
Subclass is subordinated being hereinafter
referred to as a "Senior Class" or a "Senior
Subclass," respectively, and any such
subordinated Class or Subclass being
hereinafter referred to as a "Subordinated
Class" or "Subordinated Subclass,"
respectively). One or more of such Classes or
Subclasses of Certificates of a Series (the
"Residual Certificates") may evidence a
residual interest in the related Trust Fund
(as defined below). If so specified in the
related Prospectus Supplement, one or more
Classes or Subclasses of Certificates within
a Series (the "Multi-Class Certificates") may
be assigned a principal balance (a "Stated
Principal Balance" or a "Certificate
Principal Balance") based on the cash flow
from the Mortgage Loans (as hereinafter
defined), Mortgage Certificates (as
hereinafter defined), the Contracts (as
hereinafter defined) and/or the other assets
in the Trust Fund if specified as such in the
related Prospectus Supplement and a stated
annual interest rate, determined in the
manner set forth in such Prospectus
Supplement, which may be fixed or variable
(an "Interest Rate"). If so specified in the
related Prospectus Supplement, one or more
such Classes or Subclasses may receive
unequal amounts of the distributions of
principal and interest on the Mortgage Loans,
the Contracts and the Mortgage Certificates
included in the related Trust Fund, as
specified in such Prospectus Supplement (any
such Class or Subclass receiving the higher
proportion of principal distributions being
referred to hereinafter as a "Principal
Weighted Class" or "Principal Weighted
Subclass," respectively, and any such Class
or Subclass receiving the higher proportion
of interest distributions being referred to
hereinafter as an "Interest Weighted Class"
or an "Interest Weighted Subclass,"
respectively). If so specified in the related
Prospectus Supplement, the allocation of the
principal and interest distributions may
involve as much as 100% of each distribution
of principal or interest being allocated to
one or more Classes or Subclasses and 0% to
another. If so specified in the related
Prospectus Supplement, one or more Classes or
Subclasses may receive disproportionate
amounts of certain distributions of
principal, which proportions may change over
time subject to certain conditions. Payments
may be applied to any one or more Classes or
Subclasses on a sequential or pro rata
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<PAGE> 71
basis, or otherwise, as specified in the
related Prospectus Supplement.
Each Certificate will represent the undivided
interest, beneficial interest or percentage
interest specified in the related Prospectus
Supplement in one of a number of trusts to be
created by the Depositor from time to time.
The trust property of each trust (the "Trust
Fund") will consist of (a) one or more
mortgage pools (each, a "Mortgage Pool")
containing (i) conventional one- to
four-family residential mortgage loans, (ii)
loans (the "Cooperative Loans") made to
finance the purchase of certain rights
relating to cooperatively owned properties
secured by the pledge of shares issued by a
cooperative corporation (the "Cooperative")
and the assignment of a proprietary lease or
occupancy agreement providing the exclusive
right to occupy a particular dwelling unit (a
"Cooperative Dwelling" and, together with
one-to four-family residential properties,
"Single Family Property"), (iii) mortgage
loans secured by multifamily residential
rental properties consisting of five or more
dwelling units or apartment buildings owned
by cooperative housing corporations
("Multifamily Property"), purchased by the
Depositor either directly or through one or
more affiliates from an affiliate or from
unaffiliated sellers, (iv) mortgage
participation certificates evidencing
participation interests in such loans that
are acceptable to the nationally recognized
rating agency or agencies identified in the
related Prospectus Supplement (collectively,
the "Rating Agency") rating the Certificates
of such Series for a rating in one of the
four highest rating categories of such Rating
Agency (such loans and mortgage participation
certificates being referred to collectively
hereinafter as the "Mortgage Loans"), or (v)
certain conventional mortgage pass-through
certificates (the "Mortgage Certificates")
issued by one or more trusts established by
one or more private entities or (b) one or
more contract pools (each, a "Contract Pool")
containing manufactured housing conditional
sales contracts and installment loan
agreements (the "Contracts") or participation
certificates representing participation
interests in such Contracts (such Contracts,
together with the Mortgage Loans and the
Mortgage Certificates, being referred to
collectively hereinafter as the "Trust
Assets") purchased by the Depositor either
directly or through one or more affiliates or
Unaffiliated Sellers, and related property
conveyed to such trust by the Depositor.
Unless otherwise specified in the related
Prospectus Supplement, each Series of
Certificates will be offered in fully
registered form only, in one or more Classes,
which may be divided into one or more
Subclasses evidencing the right to receive a
share of principal payments and the
percentages of interest payments on the
underlying Mortgage Loans, Mortgage
Certificates or Contracts at the Pass-Through
Rate for the related Mortgage Pool or
Contract Pool. If so specified in the related
Prospectus Supplement, Multi-Class
Certificates of a Series may be issued with
the Stated Principal Balances and the
Interest Rates therein specified. At the time
of issuance, each Certificate offered by
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<PAGE> 72
means of this Prospectus and the related
Prospectus Supplements will be rated in one
of the four highest rating categories by at
least one Rating Agency. The minimum
undivided interest, percentage interest or
beneficial interest in a Mortgage Pool or
Contract Pool, the minimum notional amount to
be evidenced by a Certificate of a Class or
Subclass, or the minimum denomination in
which a Certificate of a Class or Subclass is
to be issued will be set forth in the related
Prospectus Supplement.
DEPOSITOR..................... CS First Boston Mortgage Securities Corp., a
Delaware corporation.
MASTER SERVICER............... The entity, if any, named as Master Servicer in
the applicable Prospectus Supplement, which
may be an affiliate of the Depositor. See
"Description of the Certificates."
INTEREST...................... Interest will be distributed on the days
specified in the Prospectus Supplement with
respect to a Series, or if any such day is
not a business day, the next succeeding
business day (the "Distribution Date"), at
the rate, or pursuant to the method of
determining such rate, specified in the
related Prospectus Supplement for each Class
or Subclass within such Series, commencing on
the day specified in such Prospectus
Supplement, in the manner specified in such
Prospectus Supplement. See "Yield
Considerations" and "Description of the
Certificates -- Payments on Mortgage Loans"
and "-- Payments on Contracts."
PRINCIPAL (INCLUDING
PREPAYMENTS).................. Unless otherwise specified in the related
Prospectus Supplement, principal on each
Trust Asset underlying a Series of
Certificates will be distributed on each
Distribution Date, commencing on the date
specified in the related Prospectus
Supplement in the priority and manner
specified in such Prospectus Supplement. If
so specified in the Prospectus Supplement
with respect to a Series that includes
Multi-Class Certificates, distributions on
such Multi-Class Certificates may be made in
reduction of the Stated Principal Balance in
an amount equal to the Stated Principal
Distribution Amount. Unless otherwise
specified in the related Prospectus
Supplement, the Stated Principal Distribution
Amount will equal the amount by which the
Stated Principal Balance of such Class of
Multi-Class Certificates (before taking into
account the amount of interest accrued and
added to the Stated Principal Balance of any
Class or of Compound Interest Certificates)
exceeds the Asset Value (as defined herein)
of the Trust Assets and other property in the
related Trust Fund as of the Business Day
prior to the related Distribution Date. See
"Maturity and Prepayment Considerations" and
"Description of the Certificates -- Payments
on Mortgage Loans" and "-- Payments on
Contracts." If so specified in the Prospectus
Supplement relating to a Series, the Multi-
Class Certificates of such Series which have
other than monthly Distribution Dates may
receive special distributions in reduction of
Stated Principal Balance ("Special
Distributions") in any month, other than a
month in which a Distribution Date occurs,
if, as a result of principal prepayments on
the Trust Assets included in the related
Trust Fund and/or low reinvestment
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<PAGE> 73
yields, the Trustee determines, based on
assumptions specified in the related Pooling
and Servicing Agreement, that the amount of
cash anticipated to be on deposit in the
Certificate Account for such Series on the
next Distribution Date may be less than the
sum of the interest distributions and the
amount of distributions in reduction of
Stated Principal Balance to be made on such
Distribution Date. Unless otherwise specified
in the related Prospectus Supplement, Special
Distributions will be made on such
Certificates in the same priority and manner
as distributions in reduction of Stated
Principal Balance would be made on the next
Distribution Date for such Certificates. See
"Description of the Certificates -- Special
Distributions."
THE MORTGAGE POOLS............ If so specified in the related Prospectus
Supplement, the Certificates of a Series will
represent the interest specified in such
Prospectus Supplement in the Mortgage Pool or
Pools included in the Trust Fund for such
Series. Unless otherwise specified in the
applicable Prospectus Supplement, the
original principal amount of each Mortgage
Loan in a Mortgage Pool will not be more than
95% (such ratio, the "Loan- to-Value Ratio")
of the value of the property securing such
Mortgage Loan (the "Mortgaged Property"),
based upon an appraisal of the Mortgaged
Property considered acceptable to the
originator of such Mortgage Loan or the sales
price, whichever is less (the "Original
Value"). Unless otherwise specified in the
applicable Prospectus Supplement, Mortgage
Loans secured by Single Family Property
having an original principal amount exceeding
80% of the Original Value will be covered by
a policy of private mortgage insurance until
the outstanding principal amount is reduced
to the percentage of the Original Value set
forth in the related Prospectus Supplement as
a result of principal payments by the
borrower (the "Mortgagor").
Unless otherwise specified in the applicable
Prospectus Supplement, the principal balance
at origination of each Mortgage Loan that is
secured by Single Family Property will not
exceed $500,000. Mortgage Loans in a Mortgage
Pool will all have original maturities of 10
to 40 years, unless otherwise specified in
the applicable Prospectus Supplement.
Mortgage Pools may be formed from time to
time in varying sizes.
FIXED PASS-THROUGH RATE
MORTGAGE POOLS............. Unless otherwise specified in the related
Prospectus Supplement, with respect to each
Mortgage Pool included in the Trust Fund with
respect to a Series bearing a fixed
Pass-Through Rate, the Depositor will be
obligated to deliver Mortgage Loans that (i)
have interest rates (the "Mortgage Rates") at
least 3/8 of 1% over the interest rate (the
"Pass-Through Rate") for such Series, (ii)
conform to the eligibility requirements for
such Series set forth in the related
Prospectus Supplement, and (iii) have an
aggregate principal balance equal to the
amount specified in such Prospectus
Supplement, subject to a permitted variance
of up to 10%.
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<PAGE> 74
VARIABLE PASS-THROUGH RATE
MORTGAGE POOLS.............. If so specified in the related Prospectus
Supplement, the Depositor may establish one
or more Mortgage Pools, each of which will
have a variable as opposed to a fixed
Pass-Through Rate. Unless otherwise provided
in the applicable Prospectus Supplement, the
variable Pass-Through Rate will equal the
weighted average of the Mortgage Rates of all
of the Mortgage Loans in the Mortgage Pool
minus the fixed percentage servicing fee for
each Mortgage Loan set forth in the related
Prospectus Supplement or in a Current Report
on Form 8-K. A Mortgage Pool with a variable
Pass-Through Rate may be composed of Mortgage
Loans that have fluctuating Mortgage Rates.
The characteristics of a variable
Pass-Through Rate and its effect on the yield
to Certificateholders as well as the
servicing compensation payable to the related
Servicer and the Master Servicer and the
amounts, if any, with respect to such
Mortgage Loans payable to the Depositor or to
the person or entity specified in the related
Prospectus Supplement will be more fully
described in such Prospectus Supplement.
MORTGAGE CERTIFICATES......... If so specified in the related Prospectus
Supplement, the Trust Fund for a Series of
Certificates may include Mortgage
Certificates issued by one or more trusts
established by one or more private entities,
with the respective aggregate principal
balances and the characteristics described in
such Prospectus Supplement. Each Mortgage
Certificate included in a Trust Fund will
evidence an interest of the type specified in
the related Prospectus Supplement in a pool
of mortgage loans of the type described in
such Prospectus Supplement, secured
principally by mortgages on one- to
four-family residences, mortgages on multi-
family residential rental properties or
apartment buildings owned by cooperative
housing corporations or by pledges of shares
of cooperative corporations and assignments
of proprietary leases or occupancy agreements
on cooperative dwellings, unless otherwise
specified in such Prospectus Supplement.
THE CONTRACT POOLS............ If so specified in the related Prospectus
Supplement, the Certificates of a Series will
represent the interest specified in such
Prospectus Supplement in the Contract Pool or
Pools included in the Trust Fund for such
Series. Unless otherwise specified in the
applicable Prospectus Supplement, the
Contracts will be fixed rate Contracts. Such
Contracts, as specified in the related
Prospectus Supplement, will consist of
manufactured housing conditional sales
contracts and installment loan agreements and
will be conventional Contracts or Contracts
insured by the FHA or partially guaranteed by
the VA. Each Contract may be secured by a new
or used unit of manufactured housing (a
"Manufactured Home").
The related Prospectus Supplement will specify
the range of terms to maturity of the
Contracts at origination and the maximum
Loan-to-Value Ratio at origination (the
"Contract Loan-to-Value Ratio"). Because
manufactured homes, unlike site-built homes,
generally depreciate in value, the
Loan-to-Value Ratios
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<PAGE> 75
of some of the Contracts may be higher at the
Cut-off Date than at origination and may
increase over time. Unless otherwise
specified in the related Prospectus
Supplement, Contracts that are conventional
Contracts will not be covered by primary
mortgage insurance policies or primary credit
insurance policies. Each Manufactured Home
which secures a Contract will be covered by a
standard hazard insurance policy (which may
be a blanket policy) to the extent described
herein or in the related Prospectus
Supplement insuring against hazard losses due
to various causes, including fire, lightning
and windstorm. Except as otherwise specified
in the related Prospectus Supplement, each
Manufactured Home located in a federally
designated flood area will be required to be
covered by flood insurance. Contract Pools
may be formed from time to time in varying
sizes.
None of the Contracts will have been originated
by the Depositor or any of its affiliates.
YIELD CONSIDERATIONS.......... If so specified in the applicable Prospectus
Supplement, an assumed rate of prepayment
will be used to calculate the expected yield
to maturity on each Class of the Certificates
of a Series. The yield on any Class of
Certificates, the purchase price of which is
greater than the aggregate amount of the
Principal Distributions to be made to such
Class (a "Premium Certificate"), is likely to
be adversely affected by a higher than
anticipated level of principal prepayments on
the Trust Assets included in the related
Trust Fund. This effect on yield will
intensify with any increase in the amount by
which the purchase price of such Certificate
exceeds the aggregate amount of such
Principal Distributions. If the differential
is particularly wide and a high level of
prepayments occurs, it is possible for
Holders of Premium Certificates not only to
suffer a lower than anticipated yield but, in
extreme cases, to fail to recoup fully their
initial investment. Conversely, a lower than
anticipated level of principal prepayments
(which can be anticipated to increase the
expected yield to Holders of Certificates
that are Premium Certificates) will likely
result in a lower than anticipated yield to
Holders of Certificates of a Class the
purchase price of which is less than the
aggregate amount of the Principal
Distributions to be made to such Class (a
"Discount Certificate"). The Prospectus
Supplement for each Series of Certificates
that includes an Interest Weighted or a
Principal Weighted Class will set forth
certain yield calculations on each such Class
based upon a range of specified prepayment
assumptions on the Trust Assets included in
the related Trust Fund.
The yield to Certificateholders will also be
adversely affected because interest will
accrue on the Mortgage Loans, the Contracts
or the mortgage loans underlying the Mortgage
Certificates included in a Trust Fund, from
the first day of the month preceding the
month in which a Distribution Date occurs,
but the distribution of such interest will be
made no earlier than the 25th day of the
succeeding month unless otherwise provided in
the applicable Prospectus Supplement. The
adverse effect on yield of this delay will
intensify with any increase in the period of
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<PAGE> 76
time by which the Distribution Date for a
Series of Certificates succeeds the date on
which distributions on the Mortgage Loans,
the Contracts, or the Mortgage Certificates
are received by the Master Servicer or the
Trustee. See "Yield Considerations."
CREDIT SUPPORT................ Neither the Certificates nor the Trust Assets
are insured or guaranteed by any governmental
agency, except to the extent of any FHA
insurance or VA guarantee. Credit support
will be provided on the Mortgage Pools or
Contract Pools by one or more irrevocable
letters of credit (the "Letter of Credit"), a
policy of mortgage pool insurance (the "Pool
Insurance Policy"), a bond or similar form of
insurance coverage against certain losses in
the event of the bankruptcy of a Mortgagor
(the "Mortgagor Bankruptcy Bond") or any
combination of the foregoing as specified in
the applicable Prospectus Supplement. In lieu
or in addition to the foregoing credit
support arrangements if so specified in the
related Prospectus Supplement, the
Certificates of a Series may be issued in one
or more Classes or Subclasses. Payments on
the Certificates of one or more Classes or
Subclasses (the "Senior Certificates") may be
supported by a prior right to receive
distributions attributable or otherwise
payable to another Class or Subclass (the
"Subordinated Certificates") to the extent
specified in the related Prospectus
Supplement (the "Subordinated Amount"). In
addition, if so specified in the related
Prospectus Supplement, one or more Classes or
Subclasses of Subordinated Certificates may
be subordinated to another Class or Subclass
of Subordinated Certificates and may be
entitled to receive disproportionate amounts
of distributions of principal. If so
specified in the related Prospectus
Supplement, a reserve (the "Reserve Fund")
and certain other accounts or funds may be
established to support payments on the
Certificates. A Prospectus Supplement with
respect to a Series may also provide for
additional or alternative forms of credit
support, including a guarantee or surety
bond, acceptable to the Rating Agency
("Alternative Credit Support").
A. LETTER OF CREDIT........... If so specified in the applicable Prospectus
Supplement, the issuer of one or more Letters
of Credit (the "L/C Bank") will deliver to
the Trustee the Letters of Credit for the
Mortgage Pool or Contract Pool. Unless
otherwise specified in the related Prospectus
Supplement, to the extent described herein,
the L/C Bank will honor the Trustee's demands
with respect to such Letter of Credit, to the
extent of the amount available thereunder, to
make payments to the Certificate Account on
each Distribution Date in an amount equal to
the amount sufficient to repurchase each
Liquidating Loan that has not been purchased
by the related Servicer or the Master
Servicer pursuant to the terms of the
applicable Servicing Agreement or Pooling and
Servicing Agreement referred to herein.
Unless otherwise provided in the related
Prospectus Supplement, the term "Liquidating
Loan" means: (a) each Mortgage Loan with
respect to which foreclosure proceedings have
been commenced (and the
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<PAGE> 77
Mortgagor's right of reinstatement has
expired), (b) each Mortgage Loan with respect
to which the Servicer or the Master Servicer
has agreed to accept a deed to the property
in lieu of foreclosure, (c) each Cooperative
Loan as to which the shares of the related
Cooperative and the related proprietary lease
or occupancy agreement have been sold or
offered for sale or (d) each Contract with
respect to which repossession proceedings
have been commenced. The liability of the L/C
Bank under the Letter of Credit will be
reduced by the amount of unreimbursed
payments thereunder. In the event that at any
time there remains no amount available under
the Letter of Credit for a specific Mortgage
Pool or Contract Pool, and coverage under
another form of credit support, if any, is
exhausted, any losses will be borne by the
holder of Certificates of the Series
evidencing interests in such Mortgage Pool or
Contract Pool, as specified in the related
Prospectus Supplement.
Unless otherwise specified in the related
Prospectus Supplement, the maximum liability
of the L/C Bank under the Letter of Credit
for a Mortgage Pool or Contract Pool will be
an amount equal to a percentage (not greater
than 10% of the initial aggregate principal
balance of the Mortgage Loans in such
Mortgage Pool or Contracts in such Contract
Pool) (the "L/C Percentage"), set forth in
the Prospectus Supplement, relating to such
Mortgage Pool or Contract Pool. The maximum
amount available at any time to be paid under
the Letter of Credit will be determined in
accordance with the provisions of the
applicable Pooling and Servicing Agreement
referred to herein. The duration of coverage
and the amount and frequency of any reduction
in coverage provided by the Letter of Credit
with respect to a Series of Certificates will
be in compliance with requirements
established by the Rating Agency rating such
Series and will be set forth in the related
Prospectus Supplement. If so specified in the
related Prospectus Supplement, the Letter of
Credit with respect to a Series of
Certificates may, in addition to or in lieu
of the foregoing, provide coverage with
respect to the unpaid principal or notional
amount of the Certificates of a Class or
Classes within such Series. See "Credit
Support -- Letter of Credit."
B. POOL INSURANCE............. If so specified in the applicable Prospectus
Supplement, the Master Servicer will obtain a
Pool Insurance Policy to cover any loss
(subject to the limitations described below)
by reason of default by the Mortgagors on the
related Mortgage Loans to the extent not
covered by any policy of primary mortgage
insurance (a "Primary Mortgage Insurance
Policy"). The amount of coverage provided by
the Pool Insurance Policy for a Mortgage Pool
will be specified in the related Prospectus
Supplement. A Pool Insurance Policy for a
Mortgage Pool, however, will not be a blanket
policy against loss, because claims
thereunder may only be made for particular
defaulted Mortgage Loans and only upon
satisfaction of certain conditions precedent.
See "Description of Insurance -- Pool
Insurance Policies."
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The Master Servicer, if any, or the Depositor
or the applicable Servicer will be required
to use its best reasonable efforts to
maintain the Pool Insurance Policy for each
such Mortgage Pool and to present claims
thereunder to the issuer of such Pool
Insurance Policy (the "Pool Insurer") on
behalf of the Trustee and the
Certificateholders. See "Description of the
Certificates -- Presentation of Claims."
C. MORTGAGOR BANKRUPTCY
BOND.......................... If so specified in the related Prospectus
Supplement, the Master Servicer, if any, or
the Depositor or the applicable Servicer will
obtain and use its best reasonable efforts to
maintain a Mortgagor Bankruptcy Bond for such
Series covering certain losses resulting from
action that may be taken by a bankruptcy
court in connection with the bankruptcy of a
Mortgagor. The level of coverage provided by
such Mortgagor Bankruptcy Bond will be
specified in the applicable Prospectus
Supplement. See "Description of
Insurance -- Mortgagor Bankruptcy Bond."
D. SUBORDINATED
CERTIFICATES.................. If so specified in the related Prospectus
Supplement, the rights of holders of the
Certificates of one or more Subordinated
Classes or Subclasses of a Series to receive
distributions with respect to the Mortgage
Loans in the Mortgage Pool or Contracts in
the Contract Pool for such Series, or with
respect to a Subordinated Pool (as defined
herein), will be subordinated to the rights
of the holders of the Certificates of one or
more Classes or Subclasses of such Series to
receive such distributions to the extent
described in the related Prospectus
Supplement, and limited to the Subordinated
Amount set forth in the related Prospectus
Supplement. This subordination will be
intended to enhance the likelihood of regular
receipt by holders of the Senior Certificates
of the full amount of scheduled payments of
principal and interest due them and to reduce
the likelihood that the holders of such
Senior Certificates will experience losses.
See "Credit Support -- Subordinated
Certificates."
E. SHIFTING INTEREST.......... If so specified in the applicable Prospectus
Supplement, the protection afforded to
holders of Senior Certificates of a Series by
the subordination of certain rights of
holders of Subordinated Certificates of such
Series to distributions on the related
Mortgage Loans or Contracts may be effected
by the preferential right of the holders of
the Senior Certificates to receive, prior to
any distribution being made in respect of the
holders of the related Subordinated
Certificates, current distributions on the
related Mortgage Loans or Contracts of
principal and interest due them on each
Distribution Date out of funds available for
distribution on such date in the related
Certificate Account and by the distribution
to the holders of the Senior Certificates on
each Distribution Date of a greater than pro
rata percentage of certain principal
prepayments or other recoveries of principal
specified in the related Prospectus
Supplement on a Mortgage Loan or Contract
that are received in advance of their
scheduled Due Dates and are not accompanied
by an amount as to interest representing
scheduled interest due on any date or dates
in any month or months subsequent to the
month of prepayment (the
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"Principal Prepayments"). The allocation of a
greater than pro rata share of such amounts
to the Senior Certificates will have the
effect of accelerating the amortization of
the Senior Certificates while increasing the
respective interest in the Trust Fund
evidenced by the Subordinated Certificates.
Increasing the respective interest of the
Subordinated Certificates relative to that of
the Senior Certificates is intended to
preserve the availability of the benefits of
the subordination provided by the
Subordinated Certificates. See "Description
of the Certificates -- Distributions of
Principal and Interest" and "-- Distributions
on Certificates" and "Credit
Support -- Shifting Interest."
F. RESERVE FUND............... If so specified in the related Prospectus
Supplement, a Reserve Fund may be established
for such Series. Unless otherwise specified
in such Prospectus Supplement, such Reserve
Fund will not be included in the corpus of
the Trust Fund for such Series. If so
specified in the related Prospectus
Supplement, such Reserve Fund may be created
by the deposit, in escrow, by the Depositor,
of a separate pool of mortgage loans,
cooperative loans or manufactured housing
conditional sales contracts and installment
loan agreements (the "Subordinated Pool"),
with the aggregate principal balance
specified in the related Prospectus
Supplement, or by the deposit of cash in the
amount specified in the related Prospectus
Supplement (the "Initial Deposit"). The
Reserve Fund will be funded by the retention
of specified distributions on the Trust
Assets of the related Mortgage Pool or
Contract Pool, and/or on the mortgage loans,
cooperative loans or manufactured housing
installment or conditional sales contracts
and installment loan agreements in the
Subordinated Pool, until the Reserve Fund
(without taking into account the amount of
any Initial Deposit) reaches an amount (the
"Required Reserve") set forth in the related
Prospectus Supplement. Thereafter, specified
distributions on the Trust Assets of the
related Mortgage Pool or Contract Pool,
and/or on the mortgage loans, cooperative
loans or manufactured housing installment or
conditional sales contracts and installment
loan agreements in the Subordinated Pool,
will be retained to the extent necessary to
maintain such Reserve Fund (without taking
into account the amount of the Initial
Deposit, if any) at the related Required
Reserve. In no event will the Required
Reserve for any Series ever be required to
exceed the lesser of the Subordinated Amount
for such Series or the outstanding aggregate
principal amount of Certificates of the
Subordinated Classes or Subclasses of such
Series specified in the related Prospectus
Supplement. If so specified in the related
Prospectus Supplement, the Reserve Fund with
respect to such Series may be funded at a
lesser amount or in another manner acceptable
to the Rating Agency rating such Series. See
"Credit Support -- Subordinated Certificates"
and "-- Reserve Fund."
G. OTHER FUNDS................ Assets consisting of cash, certificates of
deposit or letters of credit, or any
combination thereof, in the aggregate amount
specified in the related Prospectus
Supplement, will be deposited by the
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Depositor in one or more accounts to be
established with respect to a Series of
Certificates by the Depositor with the
Trustee on the related Delivery Date if such
assets are required to make timely
distributions in respect of principal of, and
interest on, the Certificates of such Series,
are otherwise required as a condition to the
rating of such Certificates in the rating
category specified in the Prospectus
Supplement, or are required in order to
provide for certain contingencies or in order
to make certain distributions regarding
Certificates which represent interests in GPM
Loans (a "GPM Fund") or Buy-Down Loans (a
"Buy-Down Fund"). Following each Distribution
Date, amounts may be withdrawn from any such
fund and used and/or distributed in
accordance with the Pooling and Servicing
Agreement under the conditions and to the
extent specified in the related Prospectus
Supplement.
H. SWAP AGREEMENT........... If so specified in the Prospectus Supplement
relating to a Series of Certificates, the
Trust will enter into or obtain an assignment
of a swap agreement or similar agreement
pursuant to which the Trust will have the
right to receive certain payments of interest
(or other payments) as set forth or
determined as described therein. See "Credit
Support -- Swap Agreement."
HAZARD INSURANCE AND SPECIAL
HAZARD INSURANCE POLICIES... Unless otherwise specified in the applicable
Prospectus Supplement, all of the Mortgage
Loans (except for the Cooperative Loans) and
the Contracts will be covered by standard
hazard insurance policies insuring against
losses due to various causes, including fire,
lightning and windstorm. In addition, the
Depositor will, if so specified in the
applicable Prospectus Supplement, obtain an
insurance policy (the "Special Hazard
Insurance Policy") covering losses that
result from certain other physical risks that
are not otherwise insured against (including
earthquakes and mudflows). The Special Hazard
Insurance Policy will be limited in scope and
will cover losses in an amount specified in
the applicable Prospectus Supplement. Any
hazard losses not covered by either standard
hazard policies or the Special Hazard
Insurance Policy will not be insured against
and to the extent that the amount available
under any other method of credit support
available for such Series is exhausted, will
be borne by Certificateholders of such
Series. The hazard insurance policies and the
Special Hazard Insurance Policy will be
subject to the limitations described under
"Description of Insurance -- Standard Hazard
Insurance Policies on Mortgage Loans,"
"-- Standard Hazard Insurance Policies on the
Manufactured Homes" and "-- Special Hazard
Insurance Policies."
SUBSTITUTION OF TRUST
ASSETS...................... If so specified in the Prospectus Supplement
relating to a Series of Certificates, within
the period following the date of issuance of
such Certificates specified in such
Prospectus Supplement, the Depositor or one
or more Servicers will deliver to the Trustee
with respect to such Series Trust Assets in
substitution for any one or more of the Trust
Assets included in the Trust Fund relating to
such Series which do not conform in one or
more material respects to the representations
and warranties in the
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related Pooling and Servicing Agreement. See
"Description of the
Certificates -- Assignment of Mortgage
Loans," "-- Assignment of Contracts" and
"-- Assignment of Mortgage Certificates."
ADVANCES...................... Except as otherwise specified in the related
Prospectus Supplement, the Servicers of the
Mortgage Loans and Contracts (and the Master
Servicer, if any, with respect to each
Mortgage Loan and Contract that it services
directly, and otherwise to the extent the
related Servicer does not do so) will be
obligated to advance delinquent installments
of principal and interest on the Mortgage
Loans and Contracts (the "Advances") under
certain circumstances. See "Description of
the Certificates -- Advances."
OPTIONAL TERMINATION.......... If so specified in the Prospectus Supplement
with respect to a Series, the Depositor or
such other persons as may be specified in a
Prospectus Supplement may purchase the Trust
Assets in the related Trust Fund and any
property acquired in respect thereof at the
time, in the manner and at the price
specified in such Prospectus Supplement. In
the event that the Depositor elects to treat
the related Trust Fund as a real estate
mortgage investment conduit (a "REMIC") under
the Internal Revenue Code of 1986, as amended
(the "Code"), any such repurchase will be
effected only in compliance with the
requirements of Section 860F(a)(4) of the
Code, so as to constitute a "qualified
liquidation" thereunder. The exercise of the
right of repurchase will effect early
retirement of the Certificates of that
Series. See "Maturity and Prepayment
Considerations" and "Description of the
Certificates -- Termination."
ERISA LIMITATIONS............. A fiduciary of any employee benefit plan
subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"),
or Section 4975 of the Code should carefully
review with its own legal advisers whether
the purchase or holding of Certificates could
give rise to a transaction prohibited or
otherwise impermissible under ERISA or
Section 4975 of the Code. See "ERISA
Considerations."
TAX STATUS.................... See "Certain Federal Income Tax Consequences."
LEGAL INVESTMENT.............. If so specified in the related Prospectus
Supplement relating to a Series of
Certificates, a Class or Subclass of such
certificates will constitute a "mortgage
related security" under the Secondary
Mortgage Market Enhancement Act of 1984
("SMMEA") if and for so long as it is rated
in one of the two highest rating categories
by at least one nationally recognized
statistical rating organization. Such Classes
or Subclasses, if any, will be legal
investments for certain types of
institutional investors to the extent
provided in SMMEA, subject, in any case, to
any other regulations which may govern
investments by such institutional investors.
See "Legal Investment."
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USE OF PROCEEDS............... The Depositor will use the net proceeds from
the sale of each Series for one or more of
the following purposes: (i) to purchase the
related Trust Assets, (ii) to repay
indebtedness which has been incurred to
obtain funds to acquire such Trust Assets,
(iii) to establish any reserve funds
described in the related Prospectus
Supplement and (iv) to pay costs of
structuring, guaranteeing and issuing such
Certificates. If so specified in the related
Prospectus Supplement, the purchase of the
Trust Assets for a Series may be effected by
an exchange of Certificates by the Depositor
with the seller of such Trust Assets. See
"Use of Proceeds."
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<PAGE> 83
RISK FACTORS
In addition to the other information contained in this Prospectus and in
the applicable Prospectus Supplement to be prepared and delivered in connection
with the offering of any Series of Certificates, prospective investors should
carefully consider the following risk factors before investing in any Class or
Classes of Certificates of any such Series.
LIMITED LIQUIDITY
There can be no assurance that a secondary market for the Certificates of
any Series will develop or, if it does develop, that it will provide
Certificateholders with liquidity of investment or that it will continue for the
life of the Certificates of any Series. The Prospectus Supplement for any Series
of Certificates may indicate that an underwriter specified therein intends to
establish a secondary market in such Certificates; however, no underwriter will
be obligated to do so. The Certificates will not be listed on any securities
exchange.
LIMITED OBLIGATIONS
Except for any related insurance policies or credit support described in
the applicable Prospectus Supplement, the Trust Assets included in the related
Trust Fund will be the sole source of payments on the Certificates of a Series.
The Certificates of any Series will not represent an interest in or obligation
of the Depositor, the Master Servicer, any Servicer, any Unaffiliated Seller,
the Trustee or any of their affiliates, except for the limited obligations of
the Depositor, the Master Servicer or any Unaffiliated Seller with respect to
certain breaches of representations and warranties and the Master Servicer's
obligations as Master Servicer. Neither the Certificates of any Series nor the
related Trust Assets will be guaranteed or insured by any governmental agency or
instrumentality (except to the limited extent described in the related
Prospectus Supplement that certain Trust Assets may be insured or guaranteed, in
whole or in part, by the FHA or VA), the Depositor, the Master Servicer, any
Servicer, any Unaffiliated Seller, the Trustee, any of their affiliates or any
other person. Consequently, in the event that payments on the Trust Assets are
insufficient or otherwise unavailable to make all payments required on the
Certificates, there will be no recourse to the Depositor, the Master Servicer,
any Servicer, any Unaffiliated Seller, the Trustee or, except as specified in
the applicable Prospectus Supplement, any other entity.
LIMITATIONS, REDUCTION AND SUBSTITUTION OF CREDIT SUPPORT
With respect to each Series of Certificates, credit support may be provided
in limited amounts to cover certain types of losses on the underlying Trust
Assets. Credit support may be provided in one or more of the forms referred to
herein, including, but not limited to: a Letter of Credit; a Pool Insurance
Policy; a Mortgagor Bankruptcy Bond; subordination of other Classes of
Certificates of the same Series; a Reserve Fund; and any combination thereof.
See "Credit Support" herein. Regardless of the form of credit support, if any,
provided, the amount of coverage will be limited in amount and in most cases
will be subject to periodic reduction in accordance with a schedule or formula.
Furthermore, such credit support may provide only very limited coverage as to
certain types of losses, and may provide no coverage as to certain other types
of losses. All or a portion of the credit support, if any, for any Series of
Certificates will generally be permitted to be reduced, terminated or
substituted for, if each applicable Rating Agency indicates that the then
current rating thereof will not be adversely affected. See "Credit Support."
RISKS OF THE TRUST ASSETS
An investment in securities such as the Certificates of any Series which
generally represent interests in mortgage loans or manufactured housing
conditional sales contracts and installment loan agreements ("contracts"), as
the case may be, may be affected by, among other things, a decline in real
estate values and changes in the mortgagor's or obligor's financial condition.
No assurance can be given that the values of the Mortgaged Properties securing
the Mortgage Loans, the values of the mortgaged properties securing the mortgage
loans underlying the Mortgage Certificates or the values of the Manufactured
Homes securing the Contracts, as the case may be, underlying any Series of
Certificates have remained or will remain at their
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<PAGE> 84
levels on the dates of origination of the related Mortgage Loans, mortgage loans
or Contracts. If the residential real estate market should experience an overall
decline in property values such that the outstanding balances of the Mortgage
Loans and the mortgage loans underlying the Mortgage Certificates comprising a
particular Trust Fund, and any secondary financing on the related Mortgaged
Properties and mortgaged properties, become equal to or greater than the value
of the related Mortgaged Properties or mortgaged properties, as applicable, the
actual rates of delinquencies, foreclosures and losses could be higher than
those now generally experienced in the mortgage lending industry and those
experienced in the related Originator's portfolio. In addition, adverse economic
conditions generally, in particular geographic areas or industries, or affecting
particular segments of the borrowing community (such as Mortgagors or Obligors
relying on commission income and self-employed Mortgagors or Obligors) and other
factors, may affect the timely payment by Mortgagors, Obligors or mortgagors of
scheduled payments of principal and interest on the Mortgage Loans, Contracts or
Mortgage Certificates, as the case may be, and, accordingly, the actual rates of
delinquencies, foreclosures and losses with respect to any Trust Fund. See
"Yield Considerations" and "Maturity and Prepayment Considerations" herein. To
the extent that such losses are not covered by the applicable credit support,
holders of Certificates of the Series evidencing interests in the related Trust
Fund will bear all risk of loss resulting from default by Mortgagors, Obligors
or mortgagors and will have to look primarily to the value of the Mortgaged
Properties, mortgaged properties or Manufactured Homes for recovery of the
outstanding principal and unpaid interest on the defaulted Mortgage Loans or
Contracts. In addition to the foregoing, certain geographic regions of the
United States from time to time will experience weaker regional economic
conditions and housing markets and, consequently, will experience higher rates
of loss and delinquency on mortgage loans or contracts generally. The Mortgage
Loans, Contracts or mortgage loans underlying the Mortgage Certificates
underlying certain Series of Certificates may be concentrated in these regions,
and such concentration may present risk considerations in addition to those
generally present for similar mortgage-backed or contract-backed securities
without such concentration. See "The Trust Fund -- The Mortgage Pools,"
"-- Underwriting Standards," "-- The Contract Pools" and "-- Underwriting
Policies."
PREPAYMENT AND YIELD CONSIDERATIONS
The rate and timing of principal payments on the Certificates of each
Series will depend, among other things, on the rate and timing of principal
payments (including prepayments, defaults and liquidations) on the related
Mortgage Loans, Mortgage Certificates or Contracts. As is the case with
mortgage-backed securities generally, each Series of Certificates are subject to
substantial inherent cash-flow uncertainties because the Mortgage Loans and
Contracts may be prepaid at any time. Generally, when prevailing interest rates
increase, prepayment rates on mortgage loans tend to decrease, resulting in a
slower return of principal to investors at a time when reinvestment at such
higher prevailing rates would be desirable. Conversely, when prevailing interest
rates decline, prepayment rates on mortgage loans tend to increase, resulting in
a faster return of principal to investors at a time when reinvestment at
comparable yields may not be possible.
The yield to maturity on each Class of Certificates of each Series will
depend, among other things, on the rate and timing of principal payments
(including prepayments, defaults and liquidations) on the Mortgage Loans,
Mortgage Certificates or Contracts, as applicable, and the allocation thereof to
reduce the Certificate Principal Balance of such Class. The yield to maturity on
each Class of Certificates will also depend on the Pass-Through Rate and the
purchase price for such Certificates. The yield to investors on any Class of
Certificates will be adversely affected by any allocation thereto of interest
shortfalls on the Mortgage Loans or Contracts, as applicable, which are expected
to result from the distribution of interest only to the date of prepayment
(rather than a full month's interest) in connection with prepayments in full and
in part (including for this purpose Insurance Proceeds and Liquidation Proceeds)
to the extent not covered by amounts otherwise payable to the Master Servicer as
servicing compensation.
In general, if a Class of Certificates is purchased at a premium and
principal distributions thereon occur at a rate faster than anticipated at the
time of purchase, the investor's actual yield to maturity will be lower than
that assumed at the time of purchase. Conversely, if a Class of Certificates is
purchased at a discount and principal distributions thereon occur at a rate
slower than that assumed at the time of purchase, the investor's actual yield to
maturity will be lower than that assumed at the time of purchase.
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<PAGE> 85
SUBORDINATION
To the extent specified in the applicable Prospectus Supplement,
distributions of interest and principal on one or more Classes of Certificates
of a Series may be subordinated in priority of payment to interest and principal
due on one or more other Classes of Certificates of such Series.
LIMITATION ON EXERCISE OF RIGHTS DUE TO BOOK-ENTRY REGISTRATION
If so specified in the applicable Prospectus Supplement, one or more
Classes of Certificates of a Series initially will be represented by one or more
certificates registered in the name of Cede & Co. ("Cede"), or any other nominee
of The Depository Trust Company ("DTC") set forth in the applicable Prospectus
Supplement, and will not be registered in the names of the holders of the
Certificates of such Series or their nominees. Because of this, unless and until
Certificates in fully registered, certificated form ("Definitive Certificates")
for such Series are issued, holders of such Certificates will not be recognized
by the applicable Trustee as "Certificateholders" (as such terms are used herein
or in the related Pooling and Servicing Agreement or the related Deposit Trust
Agreement, as applicable). Hence, until Definitive Certificates are issued,
holders of such Certificates will be able to exercise the rights of
Certificateholders only indirectly through DTC and its participating
organizations.
THE TRUST FUND
Ownership of the Mortgage or Contract Pool or Pools included in the Trust
Fund (hereinafter defined) for a Series of Certificates may be evidenced by one
or more Classes of Certificates, which may consist of one or more Subclasses, as
specified in the Prospectus Supplement for such Series. Each Certificate will
evidence the undivided interest, beneficial interest or notional amount
specified in the related Prospectus Supplement in one or more Mortgage Pools
containing one or more Mortgage Loans or Contract Pools containing Contracts,
having an aggregate principal balance of not less than approximately $50,000,000
as of the first day of the month of its creation (the "Cut-off Date"), unless
otherwise specified in the applicable Prospectus Supplement. If so specified in
the related Prospectus Supplement, each Class or Subclass of the Certificates of
a Series will evidence the percentage interest specified in such Prospectus
Supplement in the payments of principal and interest on the Mortgage Loans in
the related Mortgage Pool or Pools or on the Contracts in the related Contract
Pool or Pools (a "Percentage Interest"). To the extent specified in the related
Prospectus Supplement, each Mortgage Pool or Contract Pool with respect to a
Series will be covered by a Letter of Credit, a Pool Insurance Policy, a Special
Hazard Insurance Policy, a Mortgagor Bankruptcy Bond, by the subordination of
the rights of the holders of the Subordinated Certificates of a Series to the
rights of the holders of the Senior Certificates, which, if so specified in the
related Prospectus Supplement, may include Certificates of a Subordinated Class
or Subclass and the establishment of a Reserve Fund, by the right of one or more
Classes or Subclasses of Certificates to receive a disproportionate amount of
certain distributions of principal or another form or forms of Alternative
Credit Support acceptable to the Rating Agency rating the Certificates of such
Series or by any combination of the foregoing. See "Description of Insurance"
and "Credit Support."
THE MORTGAGE POOLS
If so specified in the Prospectus Supplement with respect to a Series, the
Trust Fund for such Series may include (a) one or more Mortgage Pools containing
(i) conventional one- to four-family residential, first and/or second mortgage
loans, (ii) Cooperative Loans made to finance the purchase of certain rights
relating to cooperatively owned properties secured by the pledge of shares
issued by a Cooperative and the assignment of a proprietary lease or occupancy
agreement providing the exclusive right to occupy a particular Cooperative
Dwelling, (iii) mortgage loans secured by Multifamily Property, (iv) mortgage
participation certificates evidencing participation interests in such loans that
are acceptable to the Rating Agency rating the Certificates of such Series for a
rating in one of the four highest rating categories of such Rating Agency, or
(v) certain conventional Mortgage Certificates issued by one or more trusts
established by one or more private entities or (b) one or more Contract Pools
containing manufactured housing installment or conditional sales
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contracts and installment loan agreements or participation certificates
representing participation interests in such Contracts purchased by the
Depositor either directly or through one or more affiliates or Unaffiliated
Sellers, and related property conveyed to such trust by the Depositor.
A Mortgage Pool may include Mortgage Loans insured by the FHA ("FHA Loans")
and/or Mortgage Loans partially guaranteed by the Veterans Administration (the
"VA" and such mortgage loans are referred to as "VA Loans"). All Mortgage Loans
will be evidenced by promissory notes (the "Mortgage Notes") secured by first
mortgages or first or second deeds of trust or other similar security
instruments creating a first lien, as applicable, on the Mortgaged Properties
(as defined below). Single Family Property and Multifamily Property will consist
of single family detached homes, attached homes (single family units having a
common wall), individual units located in condominiums, multifamily residential
rental properties, apartment buildings owned by cooperative housing corporations
and such other type of homes or units as are set forth in the related Prospectus
Supplement. Each such detached or attached home or multifamily property will be
constructed on land owned in fee simple by the Mortgagor or on land leased by
the Mortgagor for a term at least two years greater than the term of the
applicable Mortgage Loan. Attached homes may consist of duplexes, triplexes and
fourplexes (multifamily structures where each Mortgagor owns the land upon which
the unit is built with the remaining adjacent land owned in common). Multifamily
Property may include mixed commercial and residential buildings. The Mortgaged
Properties may include investment properties and vacation and second homes.
Mortgage Loans secured by Multifamily Property may also be secured by an
assignment of leases and rents and operating or other cash flow guarantees
relating to the Mortgaged Properties to the extent specified in the related
Prospectus Supplement.
Unless otherwise specified below or in the applicable Prospectus
Supplement, each Mortgage Loan in a Mortgage Pool will (i) have an individual
principal balance at origination of not less than $25,000 nor more than
$500,000, (ii) have monthly payments due on the first day of each month (the
"Due Date"), (iii) be secured by Mortgaged Properties or relate to Cooperative
Loans located in any of the 50 states or the District of Columbia, and (iv)
consist of fully-amortizing Mortgage Loans, each with a 10 to 40 year term at
origination, a fixed or variable rate of interest and level or variable monthly
payments over the term of the Mortgage Loan. Unless otherwise specified in the
related Prospectus Supplement, the Loan-to-Value Ratio (as hereinafter
described) of such Mortgage Loans at origination will not exceed 95% on any
Mortgage Loan with an original principal balance of $150,000 or less, 90% on any
Mortgage Loan with an original principal balance in excess of $150,000 through
$200,000, 85% on any Mortgage Loan with an original principal balance in excess
of $200,000 through $300,000 and 80% on any Mortgage Loan with an original
principal balance exceeding $300,000. If so specified in the related Prospectus
Supplement, a Mortgage Pool may also include fully amortizing, adjustable rate
Mortgage Loans ("ARM Loans") with (unless otherwise specified in the applicable
Prospectus Supplement) a 30-year term at origination and a mortgage interest
rate adjusted periodically (with corresponding adjustments in the amount of
monthly payments) to equal the sum (which may be rounded) of a fixed margin and
an index described in such Prospectus Supplement, subject to any applicable
restrictions on such adjustments. The Mortgage Pools may also include other
types of Mortgage Loans to the extent set forth in the applicable Prospectus
Supplement.
Unless otherwise specified in the applicable Prospectus Supplement, no
Mortgage Loan will have a Loan-to-Value Ratio at origination in excess of 95%,
regardless of its original principal balance. The Loan-to-Value Ratio is the
ratio, expressed as a percentage, of the principal amount of the Mortgage Loan
at the date of determination to the lesser of (a) the appraised value determined
in an appraisal obtained by the originator and (b) the sales price for such
property (the "Original Value"). Unless otherwise specified in the related
Prospectus Supplement, with respect to a Mortgage Loan secured by a mortgage on
a vacation or second home or an investment property (other than Multifamily
Property), no income derived from the property will be considered for
underwriting purposes, the Loan-to-Value Ratio (taking into account any
secondary financing) of such Mortgage Loan may not exceed 80% and the original
principal balance of the Mortgage Loan may not exceed $250,000.
If so specified in the related Prospectus Supplement, a Mortgage Pool may
contain Mortgage Loans with fluctuating Mortgage Rates. Any such Mortgage Loan
may provide that on the day on which the Mortgage Rate adjusts, the amount of
the monthly payments on the Mortgage Loan will be adjusted to provide for the
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payment of the remaining principal amount of the Mortgage Loan with level
monthly payments of principal and interest at the new Mortgage Rate to the
maturity date of the Mortgage Loan. Alternatively, the Mortgage Loan may provide
that the Mortgage Rate adjusts more frequently than the monthly payment. As a
result, a greater or lesser portion of the monthly payment will be applied to
the payment of principal on the Mortgage Loan, thus increasing or decreasing the
rate at which the Mortgage Loan is repaid. See "Yield Considerations." In the
event that an adjustment to the Mortgage Rate causes the amount of interest
accrued in any month to exceed the amount of the monthly payment on such
Mortgage Loan, the excess (the "Deferred Interest") will be added to the
principal balance of the Mortgage Loan (unless otherwise paid by the Mortgagor),
and will bear interest at the Mortgage Rate in effect from time to time. The
amount by which the Mortgage Rate or monthly payment may increase or decrease
and the aggregate amount of Deferred Interest on any Mortgage Loan may be
subject to certain limitations, as described in the related Prospectus
Supplement.
If so specified in the Prospectus Supplement for the related Series, the
Mortgage Rate on certain ARM Loans will be convertible from an adjustable rate
to a fixed rate, at the option of the Mortgagor under certain circumstances.
Unless otherwise specified in the related Prospectus Supplement, the Pooling and
Servicing Agreement will provide that the Unaffiliated Seller from which such
convertible ARM Loans were acquired will be obligated to repurchase from the
Trust Fund any such ARM Loan as to which the conversion option has been
exercised (a "Converted Mortgage Loan"), at a purchase price set forth in the
related Prospectus Supplement. The amount of such purchase price will be
required to be deposited in the Certificate Account and will be distributed to
the Certificateholders on the Distribution Date in the month following the month
of the exercise of the conversion option. The obligation of the Unaffiliated
Seller to repurchase Converted Mortgage Loans may or may not be supported by
cash, letters of credit, third party guarantees or other similar arrangements.
If provided for in the applicable Prospectus Supplement, a Mortgage Pool
may contain Mortgage Loans pursuant to which the monthly payments made by the
Mortgagor during the early years of the Mortgage Loan will be less than the
scheduled monthly payments on the Mortgage Loan ("Buy-Down Loans"). The
resulting difference in payment shall be compensated for from an amount
contributed by the Depositor, the seller of the related Mortgaged Property, the
Servicer or another source and placed in a custodial account (the "Buy-Down
Fund") by the Servicer, or if so specified in the related Prospectus Supplement,
with the Trustee. In lieu of a cash deposit, if so specified in the related
Prospectus Supplement, a letter of credit or guaranteed investment contract may
be delivered to the Trustee to fund the Buy-Down Fund. See "Description of the
Certificates -- Payments on Mortgage Loans." Buy-Down Loans included in a
Mortgage Pool will provide for a reduction in monthly interest payments by the
Mortgagor for a period of up to the first four years of the term of such
Mortgage Loans.
If provided for in the applicable Prospectus Supplement, a Mortgage Pool
may contain Mortgage Loans pursuant to which the monthly payments by the
Mortgagor during the early years of the related Mortgage Note are less than the
amount of interest that would otherwise be payable thereon, with the interest
not so paid added to the outstanding principal balance of such Mortgage Loan
("GPM Loans"). If so specified in the related Prospectus Supplement, the
resulting difference in payment shall be compensated for from an amount
contributed by the Depositor or another source and delivered to the Trustee (the
"GPM Fund"). In lieu of cash deposit, the Depositor may deliver to the Trustee a
letter of credit, guaranteed investment contract or another instrument
acceptable to the Rating Agency rating the related Series to fund the GPM Fund.
FHA Loans will be insured by the Federal Housing Administration (the "FHA")
as authorized under the National Housing Act, as amended, and the United States
Housing Act of 1937, as amended. Such FHA loans will be insured under various
FHA programs including the standard FHA 203-b programs to finance the
acquisition of one- to four-family housing units, the FHA 245 graduated payment
mortgage program and the FHA 221 and 223 programs to finance certain multifamily
residential rental properties. FHA Loans generally require a minimum down
payment of approximately 5% of the original principal amount of the FHA Loan. No
FHA Loan may have an interest rate or original principal amount exceeding the
applicable FHA limits at the time of origination of such FHA Loan.
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VA Loans will be partially guaranteed by the VA under the Servicemen's
Readjustment Act of 1944, as amended (the "Servicemen's Readjustment Act"). The
Servicemen's Readjustment Act permits a veteran (or in certain instances the
spouse of a veteran) to obtain a mortgage loan guarantee by the VA covering
mortgage financing of the purchase of a one- to four-family dwelling unit at
interest rates permitted by the VA. The program has no mortgage loan limits,
requires no down payment from the purchasers and permits the guarantee of
mortgage loans of up to 30 years' duration. However, no VA Loan will have an
original principal amount greater than five times the partial VA guarantee for
such VA Loan. The maximum guarantee that may be issued by VA under this program
is 50% of the principal amount of the Mortgage Loan if the principal amount of
the Mortgage Loan is $45,000 or less, the lesser of $36,000 and 40% of the
principal amount of the Mortgage Loan if the principal amount of the Mortgage
Loan is greater than $45,000 but less than or equal to $144,000, and the lesser
of $46,000 and 25% of the principal amount of the Mortgage Loan if the principal
amount of the Mortgage Loan is greater than $144,000.
The Prospectus Supplement (or, if such information is not available in
advance of the date of such Prospectus Supplement, a Current Report on Form 8-K
to be filed with the Commission) for each Series of Certificates the Trust Fund
with respect to which contains Mortgage Loans will contain information as to the
type of Mortgage Loans that will comprise the related Mortgage Pool or Pools and
information as to (i) the aggregate principal balance of the Mortgage Loans as
of the applicable Cut-off Date, (ii) the type of Mortgaged Properties securing
the Mortgage Loans, (iii) the original terms to maturity of the Mortgage Loans,
(iv) the largest in principal balance of the Mortgage Loans, (v) the earliest
origination date and latest maturity date of the Mortgage Loans, (vi) the
aggregate principal balance of Mortgage Loans having Loan-to-Value Ratios at
origination exceeding 80%, (vii) the interest rate or range of interest rates
borne by the Mortgage Loans, (viii) the average outstanding principal balance of
the Mortgage Loans, (ix) the geographical distribution of the Mortgage Loans,
(x) the number and aggregate principal balance of BuyDown Loans or GPM Loans, if
applicable, (xi) with respect to ARM Loans, the adjustment dates, the highest,
lowest and weighted average margin, and the maximum Mortgage Rate variation at
the time of any periodic adjustment and over the life of such ARM Loans, and
(xii) with respect to Mortgage Loans secured by Multifamily Property or such
other Mortgage Loans as are specified in the Prospectus Supplement, whether the
Mortgage Loan provides for an interest only period and whether the principal
amount of such Mortgage Loan is amortized on the basis of a period of time that
extends beyond the maturity date of the Mortgage Loan.
No assurance can be given that values of the Mortgaged Properties in a
Mortgage Pool have remained or will remain at their levels on the dates of
origination of the related Mortgage Loans. If the real estate market should
experience an overall decline in property values such that the outstanding
balances of the Mortgage Loans and any secondary financing on the Mortgaged
Properties in a particular Mortgage Pool become equal to or greater than the
value of the Mortgaged Properties, the actual rates of delinquencies,
foreclosures and losses could be higher than those now generally experienced in
the mortgage lending industry. In addition, the value of property securing
Cooperative Loans and the delinquency rate with respect to Cooperative Loans
could be adversely affected if the current favorable tax treatment of
cooperative stockholders were to become less favorable. See "Certain Legal
Aspects of the Mortgage Loans and Contracts -- The Mortgage Loans." To the
extent that such losses are not covered by the methods of credit support or the
insurance policies described herein or by Alternative Credit Support, they will
be borne by holders of the Certificates of the Series evidencing interests in
the Mortgage Pool.
Multifamily lending is generally viewed as exposing the lender to a greater
risk of loss than one- to four-family residential lending. Multifamily lending
typically involves larger loans to single borrowers or groups of related
borrowers than residential one- to four-family mortgage loans. Furthermore, the
repayment of loans secured by income producing properties is typically dependent
upon the successful operation of the related real estate project. If the cash
flow from the project is reduced (for example, if leases are not obtained or
renewed), the borrower's ability to repay the loan may be impaired. Multifamily
real estate can be affected significantly by supply and demand in the market for
the type of property securing the loan and, therefore, may be subject to adverse
economic conditions. Market values may vary as a result of economic events or
governmental regulations outside the control of the borrower or lender, such as
rent control laws, which impact
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the future cash flow of the property. Corresponding to the greater lending risk
is a generally higher interest rate applicable to multifamily mortgage lending.
The Depositor will cause the Mortgage Loans constituting each Mortgage Pool
to be assigned to the Trustee named in the applicable Prospectus Supplement, for
the benefit of the holders of the Certificates of such Series (the
"Certificateholders"). The Master Servicer, if any, named in the related
Prospectus Supplement will service the Mortgage Loans, either by itself or
through other mortgage servicing institutions, if any (each, a "Servicer"),
pursuant to a Pooling and Servicing Agreement, as described herein, among the
Master Servicer, if any, the Depositor and the Trustee (the "Pooling and
Servicing Agreement") and will receive a fee for such services. See "-- Mortgage
Loan Program" and "Description of the Certificates." With respect to those
Mortgage Loans serviced by a Servicer, such Servicer will be required to service
the related Mortgage Loans in accordance with the Seller's Warranty and
Servicing Agreement between the Servicer and the Depositor (a "Servicing
Agreement") and will receive the fee for such services specified in such
Servicing Agreement; however, any Master Servicer will remain liable for its
servicing obligations under the Pooling and Servicing Agreement as if the Master
Servicer alone were servicing such Mortgage Loans.
The Depositor will make certain representations and warranties regarding
the Mortgage Loans, but its assignment of the Mortgage Loans to the Trustee will
be without recourse. See "Description of the Certificates -- Assignment of
Mortgage Loans." The Master Servicer's obligations with respect to the Mortgage
Loans will consist principally of its contractual servicing obligations under
the Pooling and Servicing Agreement (including its obligation to enforce certain
purchase and other obligations of Servicers and/or Unaffiliated Sellers, as more
fully described herein under " -- Mortgage Loan Program -- Representations by
Unaffiliated Sellers; Repurchases" and "Description of the
Certificates -- Assignment of Mortgage Loans" and " -- Servicing by Unaffiliated
Sellers") and its obligations to make Advances in the event of delinquencies in
payments on or with respect to the Mortgage Loans or in connection with
prepayments and liquidations of such Mortgage Loans, in amounts described herein
under "Description of the Certificates -- Advances." Unless otherwise specified
in the related Prospectus Supplement, such Advances with respect to
delinquencies will be limited to amounts that the Master Servicer believes
ultimately would be reimbursable under any applicable Letter of Credit, Pool
Insurance Policy, Special Hazard Insurance Policy, Mortgagor Bankruptcy Bond or
other policy of insurance, from amounts in the Reserve Fund, under any
Alternative Credit Support or out of the proceeds of liquidation of the Mortgage
Loans, cash in the Certificate Account or otherwise. See "Description of the
Certificates -- Advances," "Credit Support" and "Description of Insurance."
Unless otherwise specified in the applicable Prospectus Supplement, each
Mortgage Pool included in the related Trust Fund will be composed of Mortgage
Loans evidencing interests in Mortgage Loans that bear interest at annual rates
that will exceed by at least 3/8 of 1% the fixed or variable Pass-Through Rate
established for the Mortgage Pool. To the extent and in the manner specified in
the related Prospectus Supplement, Certificateholders of a Series will be
entitled to receive distributions based on the payments of principal on the
underlying Mortgage Loans, plus interest on the principal balance thereof at the
Pass-Through Rate. The difference between a Mortgage Rate and the related
Pass-Through Rate (less any servicing compensation payable to the Servicers of
such Mortgage Loans and the amount, if any, payable to the Depositor or the
person or entity specified in the applicable Prospectus Supplement) may be
retained by the Master Servicer as servicing compensation to it. See
"Description of the Certificates -- Servicing Compensation and Payment of
Expenses."
MORTGAGE LOAN PROGRAM
The Mortgage Loans will have been purchased by the Depositor either
directly or through affiliates, from one or more affiliates or from sellers
unaffiliated with the Depositor ("Unaffiliated Sellers"). Mortgage Loans
acquired by the Depositor will have been originated in accordance with the
underwriting criteria specified below under "Underwriting Standards" or as
otherwise described in a related Prospectus Supplement.
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Underwriting Standards
Except in the case of certain Mortgage Loans originated by Unaffiliated
Sellers in accordance with their own underwriting criteria ("Closed Loans") or
such other standards as may be described in the applicable Prospectus
Supplement, all prospective Mortgage Loans will be subject to the underwriting
standards adopted by the Depositor. See "Closed Loan Program" below for a
description of underwriting standards applicable to Closed Loans. Unaffiliated
Sellers will represent and warrant that Mortgage Loans originated by them and
purchased by the Depositor have been originated in accordance with the
applicable underwriting standards established by the Depositor or such other
standards as may be described in the applicable Prospectus Supplement. The
following discussion describes the underwriting standards of the Depositor with
respect to any Mortgage Loan that it purchases.
The mortgage credit approval process for one- to four-family residential
loans follows a standard procedure that generally complies with FHLMC and FNMA
regulations and guidelines (except that certain Mortgage Loans may have higher
loan amount and qualifying ratios) and applicable federal and state laws and
regulations. The credit approval process for Cooperative Loans follows a
procedure that generally complies with applicable FNMA regulations and
guidelines (except for the loan amounts and qualifying ratios) and applicable
federal and state laws and regulations. The originator of a Mortgage Loan (the
"Originator") generally will review a detailed credit application by the
prospective mortgagor designed to provide pertinent credit information,
including a current balance sheet describing assets and liabilities and a
statement of income and expenses, as well as an authorization to apply for a
credit report that summarizes the prospective mortgagor's credit history with
local merchants and lenders and any record of bankruptcy. In addition, an
employment verification is obtained from the prospective mortgagor's employer
wherein the employer reports the length of employment with that organization,
the current salary, and gives an indication as to whether it is expected that
the prospective mortgagor will continue such employment in the future. If the
prospective mortgagor is self-employed, he or she is required to submit copies
of signed tax returns. The prospective mortgagor may also be required to
authorize verification of deposits at financial institutions. In certain
circumstances, other credit considerations may cause the Originator or Depositor
not to require some of the above documents, statements or proofs in connection
with the origination or purchase of certain Mortgage Loans.
An appraisal generally will be required to be made on each residence to be
financed. Such appraisal generally will be made by an appraiser who meets FNMA
requirements as an appraiser of one- to four-family residential properties. The
appraiser is required to inspect the property and verify that it is in good
condition and that, if new, construction has been completed. The appraisal
generally will be based on the appraiser's judgment of value, giving appropriate
weight to both the market value of comparable homes and the cost of replacing
the residence. These underwriting standards also require a search of the public
records relating to a mortgaged property for liens and judgments against such
mortgaged property.
Based on the data provided, certain verifications and the appraisal, a
determination is made by the Originator as to whether the prospective mortgagor
has sufficient monthly income available to meet the prospective mortgagor's
monthly obligations on the proposed loan and other expenses related to the
residence (such as property taxes, hazard and primary mortgage insurance and, if
applicable, maintenance) and other financial obligations and monthly living
expenses. Each Originator's lending guidelines for conventional mortgage loans
generally will specify that mortgage payments plus taxes and insurance and all
monthly payments extending beyond one year (including those mentioned above and
other fixed obligations, such as car payments) would equal no more than
specified percentages of the prospective mortgagor's gross income. These
guidelines will be applied only to the payments to be made during the first year
of the loan. For FHA and VA Loans, the Originator's lending guidelines will
follow HUD and VA guidelines, respectively. Other credit considerations may
cause an Originator to depart from these guidelines. For example, when two
individuals co-sign the loan documents, the incomes and expenses of both
individuals may be included in the computation.
The Mortgaged Properties may be located in states where, in general, a
lender providing credit on a single-family property may not seek a deficiency
judgment against the Mortgagor but rather must look solely
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to the property for repayment in the event of foreclosure. The Depositor's
underwriting standards applicable to all states (including anti-deficiency
states) require that the value of the property being financed, as indicated by
the appraisal, currently supports and is anticipated to support in the future
the outstanding loan balance.
Certain of the types of Mortgage Loans that may be included in the Mortgage
Pools or Subsidiary Trust Funds may involve additional uncertainties not present
in traditional types of loans. For example, Buy-Down Loans and GPM Loans provide
for escalating or variable payments by the Mortgagor. These types of Mortgage
Loans are underwritten on the basis of a judgment that the Mortgagor will have
the ability to make larger monthly payments in subsequent years. In some
instances the Mortgagor's income may not be sufficient to enable it to continue
to make scheduled loan payments as such payments increase.
To the extent specified in the related Prospectus Supplement, the Depositor
may purchase Mortgage Loans for inclusion in a Trust Fund that are underwritten
under standards and procedures which vary from and are less stringent than those
described herein. For instance, Mortgage Loans may be underwritten under a
"limited documentation" program if so specified in the related Prospectus
Supplement. With respect to such Mortgage Loans, minimal investigation into the
borrowers' credit history and income profile is undertaken by the originator and
such Mortgage Loans may be underwritten primarily on the basis of an appraisal
of the Mortgaged Property or Cooperative Dwelling and the Loan-to-Value Ratio at
origination. Thus, if the Loan-to-Value Ratio is less than a percentage
specified in the related Prospectus Supplement, the originator may forego
certain aspects of the review relating to monthly income, and traditional ratios
of monthly or total expenses to gross income may not be considered.
The underwriting standards for Mortgage Loans secured by Multifamily
Property will be described in the related Prospectus Supplement.
Qualifications of Unaffiliated Sellers
Unless otherwise specified in the applicable Prospectus Supplement with
respect to an Unaffiliated Seller of Closed Loans secured by residential
properties, each Unaffiliated Seller must be an institution experienced in
originating conventional mortgage loans and/or FHA Loans or VA Loans in
accordance with accepted practices and prudent guidelines, and must maintain
satisfactory facilities to originate those loans. In addition, except as
otherwise specified, the Depositor requires adequate financial stability and
adequate servicing experience, where appropriate, as well as satisfaction of
certain other criteria.
Representations by Unaffiliated Sellers; Repurchases
Unless otherwise specified in the related Prospectus Supplement, each
Unaffiliated Seller (or the Master Servicer, if the Unaffiliated Seller is also
the Master Servicer under the Pooling and Servicing Agreement) will have made
representations and warranties in respect of the Mortgage Loans sold by such
Unaffiliated Seller to the Depositor. Such representations and warranties will
generally include, among other things: (i) with respect to each Mortgaged
Property, that title insurance (or in the case of Mortgaged Properties located
in areas where such policies are generally not available, an attorney's
certificate of title) and any required hazard and primary mortgage insurance was
effective at the origination of each Mortgage Loan, and that each policy (or
certificate of title) remained in effect on the date of purchase of the Mortgage
Loan from the Unaffiliated Seller; (ii) that the Unaffiliated Seller had good
and marketable title to each such Mortgage Loan; (iii) with respect to each
Mortgaged Property, that each mortgage constituted a valid first lien on the
Mortgaged Property (subject only to permissible title insurance exceptions);
(iv) that there were no delinquent tax or assessment liens against the Mortgaged
Property; and (v) that each Mortgage Loan was current as to all required
payments (unless otherwise specified in the related Prospectus Supplement). With
respect to a Cooperative Loan, the Unaffiliated Seller will represent and
warrant that (a) the security interest created by the cooperative security
agreements constituted a valid first lien on the collateral securing the
Cooperative Loan (subject to the right of the related Cooperative to cancel
shares and terminate the proprietary lease for unpaid assessments and to the
lien of the related Cooperative for unpaid assessments representing the
Mortgagor's pro rata share of the Cooperative's payments for its mortgage,
current and future
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real property taxes, maintenance charges and other assessments to which like
collateral is commonly subject) and (b) the related cooperative apartment was
free from damage and was in good repair.
All of the representations and warranties of an Unaffiliated Seller in
respect of a Mortgage Loan will have been made as of the date on which such
Unaffiliated Seller sold the Mortgage Loan to the Depositor or its affiliate. A
substantial period of time may have elapsed between such date and the date of
initial issuance of the Series of Certificates evidencing an interest in such
Mortgage Loan. Since the representations and warranties of an Unaffiliated
Seller do not address events that may occur following the sale of a Mortgage
Loan by an Unaffiliated Seller, the repurchase obligation described below will
not arise if, during the period commencing on the date of sale of a Mortgage
Loan by the Unaffiliated Seller to or on behalf of the Depositor, the relevant
event occurs that would have given rise to such an obligation had the event
occurred prior to sale of the affected Mortgage Loan. However, the Depositor
will not include any Mortgage Loan in the Trust Fund for any Series of
Certificates if anything has come to the Depositor's attention that would cause
it to believe that the representations and warranties of an Unaffiliated Seller
will not be accurate and complete in all material respects in respect of such
Mortgage Loan as of the related Cut-off Date.
The only representations and warranties to be made for the benefit of
holders of Certificates of a Series in respect of any Mortgage Loan relating to
the period commencing on the date of sale of such Mortgage Loan to the Depositor
or its affiliates will be certain limited representations of the Depositor and
of the Master Servicer described below under "Description of the
Certificates -- Assignment of Mortgage Loans." If the Master Servicer is also an
Unaffiliated Seller of Mortgage Loans with respect to a particular Series, such
representations will be in addition to the representations and warranties made
in its capacity as an Unaffiliated Seller.
Upon the discovery of the breach of any representation or warranty made by
an Unaffiliated Seller in respect of a Mortgage Loan that materially and
adversely affects the interests of the Certificateholders of the related Series,
such Unaffiliated Seller or the Servicer of such Mortgage Loan will be obligated
to repurchase such Mortgage Loan at a purchase price equal to, except as
otherwise specified in the related Prospectus Supplement, 100% of the unpaid
principal balance thereof at the date of repurchase or, in the case of a Series
of Certificates as to which the Depositor has elected to treat the related Trust
Fund as a REMIC, as defined in the Code, at such other price as may be necessary
to avoid a tax on a prohibited transaction, as described in Section 860F(a) of
the Code, in each case together with accrued interest at the Pass-Through Rate
for the related Mortgage Pool, to the first day of the month following such
repurchase and the amount of any unreimbursed Advances made by the Master
Servicer or the Servicer, as applicable, in respect of such Mortgage Loan. The
Master Servicer will be required to enforce this obligation for the benefit of
the Trustee and the Certificateholders, following the practices it would employ
in its good faith business judgment were it the owner of such Mortgage Loan.
Unless otherwise specified in the applicable Prospectus Supplement, and subject
to the ability of the Depositor, the Unaffiliated Seller or the Servicer to
substitute for certain Mortgage Loans as described below, this repurchase
obligation constitutes the sole remedy available to the Certificateholders of
such Series for a breach of representation or warranty by an Unaffiliated
Seller.
The obligation of the Master Servicer to purchase a Mortgage Loan if an
Unaffiliated Seller or a Servicer defaults on its obligation to do so is subject
to limitations, and no assurance can be given that Unaffiliated Sellers will
carry out their respective repurchase obligations with respect to Mortgage
Loans. However, to the extent that a breach of the representations and
warranties of an Unaffiliated Seller may also constitute a breach of the
representations and warranties made by the Depositor or by the Master Servicer
with respect to the insurability of the Mortgage Loans, the Depositor may have a
repurchase obligation, and the Master Servicer may have the limited purchase
obligation, in each case as described below under "Description of the
Certificates -- Assignment of Mortgage Loans."
Closed Loan Program
The Depositor may also acquire Closed Loans that have been originated by
Unaffiliated Sellers in accordance with underwriting standards acceptable to the
Depositor. Unless otherwise specified in the applicable Prospectus Supplement,
Closed Loans for which 11 or fewer monthly payments have been received
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will be further subject to the Depositor's customary underwriting standards.
Unless otherwise specified in the applicable Prospectus Supplement, Closed Loans
for which 12 to 60 monthly payments have been received will be subject to a
review of payment history and will conform to the Depositor's guidelines for the
related mortgage program. In the event one or two payments were over 30 days
delinquent, a letter explaining the delinquencies will be required of the
Mortgagor. Unless otherwise specified in the applicable Prospectus Supplement,
the Depositor will not purchase for inclusion in a Mortgage Pool a Closed Loan
for which (i) more than two monthly payments were over 30 days delinquent, (ii)
one payment was over 60 days delinquent, or (iii) more than 60 monthly payments
were received.
Mortgage Certificates
If so specified in the Prospectus Supplement with respect to a Series, the
Trust Fund for such Series may include certain conventional mortgage
pass-through certificates (the "Mortgage Certificates") issued by one or more
trusts established by one or more private entities and evidencing, unless
otherwise specified in such Prospectus Supplement, the entire interest in a pool
of mortgage loans. A description of the mortgage loans underlying the Mortgage
Certificates, the related pooling and servicing arrangements and the insurance
arrangements in respect of such mortgage loans will be set forth in the
applicable Prospectus Supplement or in the Current Report on Form 8-K referred
to below. Such Prospectus Supplement (or, if such information is not available
in advance of the date of such Prospectus Supplement, a Current Report on Form
8-K to be filed by the Depositor with the Commission within 15 days of the
issuance of the Certificates of such Series) will also set forth information
with respect to the entity or entities forming the related mortgage pool, the
issuer of any credit support with respect to such Mortgage Certificates, the
aggregate outstanding principal balance and the pass-through rate borne by each
Mortgage Certificate included in the Trust Fund, together with certain
additional information with respect to such Mortgage Certificates. The inclusion
of Mortgage Certificates in a Trust Fund with respect to a Series of
Certificates is conditioned upon their characteristics being in form and
substance satisfactory to the Rating Agency rating the related Series of
Certificates. Mortgage Certificates, together with the Mortgage Loans and
Contracts, are referred to herein as the "Trust Assets."
The Contract Pools
If so specified in the Prospectus Supplement with respect to a Series, the
Trust Fund for such Series may include a Contract Pool evidencing interests in
manufactured housing installment or conditional sales contracts and installment
loan agreements (the "Contracts") originated by a manufactured housing dealer in
the ordinary course of business and purchased by the Depositor. The Contracts
may be conventional manufactured housing contracts or contracts insured by the
FHA or partially guaranteed by the VA. Each Contract will be secured by a
Manufactured Home, as defined below. Unless otherwise specified in the related
Prospectus Supplement, the Contracts will be fully amortizing and will bear
interest at a fixed annual percentage rate ("APR").
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 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."
The Depositor will cause the Contracts constituting each Contract Pool to
be assigned to the Trustee named in the related Prospectus Supplement for the
benefit of the related Certificateholder. The Master Servicer specified in the
related Prospectus Supplement will service the Contracts, either by itself or
through other Servicers, pursuant to the Pooling and Servicing Agreement. See
"Description of the Certificates -- Servicing by Unaffiliated Sellers." With
respect to those Contracts serviced by the Master Servicer through a
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Servicer, the Master Servicer will remain liable for its servicing obligations
under the Agreement as if the Master Servicer alone were servicing such
Contracts. The Contract documents, if so specified in the related Prospectus
Supplement, may be held for the benefit of the Trustee by a Custodian (the
"Custodian") appointed pursuant to a Custodial Agreement (the "Custodial
Agreement") among the Depositor, the Trustee and the Custodian.
Unless otherwise specified in the related Prospectus Supplement, each
Contract Pool will be composed of Contracts bearing interest at the annual fixed
APRs specified in the Prospectus Supplement. Each registered holder of a
Certificate will be entitled to receive periodic distributions, which will be
monthly unless otherwise specified in the related Prospectus Supplement, of all
or a portion of principal on the underlying Contracts or interest on the
principal balance thereof at the Pass-Through Rate, or both. Unless otherwise
stated in the related Prospectus Supplement, the difference between the APR on a
Contract and the related Pass-Through Rate (less sub-servicing compensation),
will be retained by the Master Servicer as servicing compensation to it. See
"Description of the Certificates -- Payments on Contracts."
The related Prospectus Supplement (or, if such information is not available
in advance of the date of such Prospectus Supplement, a Current Report on Form
8-K to be filed with the Commission) will specify, for the Contracts contained
in the related Contract Pool, among other things: (a) the dates of origination
of the Contracts; (b) the weighted average APR on the Contracts; (c) the range
of outstanding principal balances as of the Cut-off Date; (d) the average
outstanding principal balance of the Contracts as of the Cut-off Date; (e) the
weighted average term to maturity as of the Cut-off Date; and (f) the range of
original maturities of the Contracts.
With respect to the Contracts included in the Contract Pool, the Depositor,
the Master Servicer or such other party, as specified in the related Prospectus
Supplement, will make or cause to be made representations and warranties as to
the types and geographical distribution of such Contracts and as to the accuracy
in all material respects of certain information furnished to the Trustee in
respect of each such Contract. In addition, the Master Servicer or the
Unaffiliated Seller of the Contracts will represent and warrant that, as of the
Cut-off Date, unless otherwise specified in the Prospectus Supplement no
Contract was more than 30 days delinquent as to payment of principal and
interest. Upon a breach of any representation that materially and adversely
affects the interest of the Certificateholder in a Contract, the Master
Servicer, the Unaffiliated Seller or such other party, as appropriate, will be
obligated either to cure the breach in all material respects or to purchase the
Contract or, if so specified in the related Prospectus Supplement, 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 representation by the Master Servicer, the Unaffiliated Seller
or such other party.
If so specified in the related Prospectus Supplement, in addition to making
certain representations and warranties regarding its authority to enter into,
and its ability to perform its obligations under, the Agreement, the Master
Servicer will make certain representations and warranties, except to the extent
that another party specified in the Prospectus Supplement makes any such
representations, to the Trustee with respect to the enforceability of coverage
under any applicable insurance policy or hazard insurance policy. See
"Description of Insurance" for information regarding the extent of coverage
under certain of such insurance policies. Upon a breach of the insurability
representation that materially and adversely affects the interests of the
Certificateholders in a Contract, the Master Servicer, the Unaffiliated Seller
or such other party, as appropriate, will be obligated either to cure the breach
in all material respects or, unless otherwise specified in the related
Prospectus Supplement, to purchase such Contract at a price equal to, except as
otherwise specified in the related Prospectus Supplement, the principal balance
thereof as of the date of purchase plus accrued interest at the related
Pass-Through-Rate to the first day of the month following the month of purchase.
The Master Servicer, if required by the rating agency or agencies rating the
Certificates, will procure a surety bond, guaranty, letter of credit or other
instrument (the "Performance Bond") acceptable to such rating agency to support
this purchase obligation. See "Credit Support -- Performance Bond." The purchase
obligation constitutes the sole remedy available to the Certificateholders or
the Trustee for a breach of the Master Servicer's or seller's insurability
representation.
Unless otherwise provided in the related Prospectus Supplement, if the
Depositor discovers or receives notice of any breach of its representations and
warranties relating to a Contract within two years or such other
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period as may be specified in the related Prospectus Supplement of the date of
the initial issuance of the Certificates, the Depositor may remove such Contract
from the Trust Fund ("Deleted Contract"), rather than repurchase the Contract as
provided above, and substitute in its place another Contract ("Substitute
Contract"). Any Substitute Contract, on the date of substitution, will (i) have
an outstanding principal balance, after deduction of all scheduled payments due
in the month of substitution, not in excess of the outstanding principal balance
of the Deleted Contract (the amount of any shortfall to be distributed to
Certificateholders in the month of substitution), (ii) have an APR not less than
(and not more than 1% greater than) the APR of the Deleted Contract, (iii) have
a Pass-Through Rate equal to the Pass-Through Rate of the Deleted Contract, (iv)
have a remaining term to maturity not greater than (and not more than one year
less than) that of the Deleted Contract and (v) comply with all the
representations and warranties set forth in the Pooling and Servicing Agreement
as of the date of substitution. This repurchase or substitution obligation
constitutes the sole remedy available to the Certificateholders or the Trustee
for any such breach.
Underwriting Policies
Conventional Contracts will comply with the underwriting policies of the
Originator or Unaffiliated Seller of the Contracts described in the related
Prospectus Supplement. Except as described below or in the related Prospectus
Supplement, the Depositor believes that these policies were consistent with
those utilized by mortgage lenders or manufactured home lenders generally during
the period of origination.
With respect to a Contract made in connection with the Obligor's purchase
of a Manufactured Home, the "appraised value" is the amount determined by a
professional appraiser. The appraiser must personally inspect the Manufactured
Home and prepare a report which includes market data based on recent sales of
comparable Manufactured Homes and, when deemed applicable, a replacement cost
analysis based on the current cost of a similar Manufactured Home. Unless
otherwise specified in the related Prospectus Supplement, the Contract
Loan-to-Value Ratio is equal to the original principal amount of the Contract
divided by the lesser of the "appraised value" or the sales price for the
Manufactured Home.
THE DEPOSITOR
The Depositor was incorporated in the State of Delaware on December 31,
1985, as a wholly-owned subsidiary of First Boston Securities Corporation, the
name of which was subsequently changed to CS First Boston Securities Corporation
("FBSC"). FBSC is a wholly-owned subsidiary of CS First Boston, Inc. CS First
Boston Corporation, which may act as an underwriter in offerings made hereby, as
described in "Plan of Distribution" below, is also a wholly-owned subsidiary of
CS First Boston, Inc. The principal executive offices of the Depositor are
located at 55 East 52nd Street, New York, N.Y. 10055. Its telephone number is
(212) 909-3512.
The Depositor was organized, among other things, for the purposes of
establishing trusts, selling beneficial interests therein and acquiring and
selling mortgage assets to such trusts. Neither the Depositor, its parent nor
any of the Depositor's affiliates will ensure or guarantee distributions on the
Certificates of any Series.
Trust Assets will be acquired by the Depositor directly or through one or
more affiliates.
USE OF PROCEEDS
The Depositor will apply all or substantially all of the net proceeds from
the sale of each Series offered hereby and by the related Prospectus Supplement
to purchase the Trust Assets, to repay indebtedness which has been incurred to
obtain funds to acquire the Trust Assets, to establish the Reserve Funds, if
any, for the Series and to pay costs of structuring and issuing the
Certificates. If so specified in the related Prospectus Supplement, Certificates
may be exchanged by the Depositor for Trust Assets. Unless otherwise specified
in the related Prospectus Supplement, the Trust Assets for each Series of
Certificates will be acquired by the Depositor either directly, or through one
or more affiliates which will have acquired such Trust Assets from time to time
either in the open market or in privately negotiated transactions.
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YIELD CONSIDERATIONS
Each monthly payment on a Mortgage Loan is calculated as one-twelfth of the
applicable Mortgage Rate multiplied by the unpaid principal balance of such
Mortgage Loan. Unless otherwise specified in the related Prospectus Supplement,
the amount of such interest payment distributed monthly to Certificateholders
with respect to each Mortgage Loan will be similarly calculated based on the
applicable Pass-Through Rate for the related Mortgage Pool. The Pass-Through
Rate for a Mortgage Pool will be either fixed or variable, as specified in the
related Prospectus Supplement.
Each monthly accrual of interest on a Contract is calculated as one-twelfth
of the product of the APR 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 Pass-Through Rate with
respect to each Contract will be calculated on a Contract-by-Contract basis and
the Servicing Fee applicable to each Contract from the applicable APR.
With respect to a Mortgage Pool or a Contract Pool bearing a fixed
Pass-Through Rate, each Mortgage Loan or Contract will have a Mortgage Rate or
APR that exceeds the Pass-Through Rate by at least 3/8 of 1% unless otherwise
specified in the related Prospectus Supplement. The difference between a
Mortgage Rate or APR and the related fixed Pass-Through Rate for the Mortgage
Pool or Contract Pool (less any servicing compensation payable to the related
Servicers and the amounts, if any, payable to the Depositor or the person or
entity specified in the related Prospectus Supplement) will be retained by the
Master Servicer as servicing compensation to it. See "Description of the
Certificates -- Servicing Compensation and Payment of Expenses." Although
Mortgage Rates and APRs in a fixed Pass-Through Rate Mortgage Pool or Contract
Pool, respectively, may vary, unless otherwise specified in the related
Prospectus Supplement, disproportionate principal prepayments among Mortgage
Loans bearing different Mortgage Rates or APRs will not affect the return to
Certificateholders since, as set forth above, the Pass-Through Rate may not
exceed any Mortgage Rate or APR.
With respect to Mortgage Pools having a variable Pass-Through Rate, the
Pass-Through Rate will equal the weighted average of the Mortgage Rates on all
the Mortgage Loans in the Mortgage Pool, minus the servicing compensation
payable to the Master Servicer and the Servicer of such Mortgage Loans and the
amounts, if any, retained by the Depositor or an Unaffiliated Seller or paid to
the person or entity specified in the related Prospectus Supplement. The
servicing fee and such other amounts will be fixed as to each Mortgage Loan at a
rate per annum, and may vary among Mortgage Loans. Because the Mortgage Rates in
such a Mortgage Pool will differ and the aggregate servicing compensation and
such other amounts to be retained or distributed with respect to each Mortgage
Loan will be fixed, it is likely that the weighted average of the Mortgage
Rates, and the corresponding variable Pass-Through Rate, will change as the
Mortgage Loans amortize and as a result of prepayments.
If so specified in the related Prospectus Supplement, a Mortgage Pool may
contain Mortgage Loans with fluctuating Mortgage Rates that adjust more
frequently than the monthly payment with respect to such Mortgage Loans. As a
result, the portion of each monthly payment allocated to principal may vary from
month to month. Negative amortization with respect to a Mortgage Loan will occur
if an adjustment to the Mortgage Rate causes the amount of interest accrued in
any month, calculated at the new Mortgage Rate for such period, to exceed the
amount of the monthly payment or if the allowable increase in any monthly
payment is limited to an amount that is less than the amount of interest accrued
in any month. The amount of any resulting Deferred Interest will be added to the
principal balance of the Mortgage Loan and will bear interest at the Mortgage
Rate in effect from time to time. To the extent that, as a result of the
addition of any Deferred Interest, the Mortgage Loan negatively amortizes over
its term, the weighted average life of the certificates of the related Series
will be greater than would otherwise be the case. As a result, the yield on any
such Mortgage Loan at any time may be less than the yields on similar adjustable
rate mortgage loans, and the rate of prepayment may be lower or higher than
would otherwise be anticipated.
Generally, when a full prepayment is made on a Mortgage Loan or Contract,
the Mortgagor or the borrower under a Contract (the "Obligor"), is charged
interest for the number of days actually elapsed from the due date of the
preceding monthly payment up to the date of such prepayment, at a daily interest
rate
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determined by dividing the Mortgage Rate or APR by 365. Full prepayments will
reduce the amount of interest paid by the Mortgagor or the Obligor because
interest on the principal amount of any Mortgage Loan or Contract so prepaid
will be paid only to the date of prepayment instead of for a full month;
however, unless otherwise provided in the applicable Prospectus Supplement, the
Master Servicer with respect to a Series will be required to advance from its
own funds the portion of any interest at the related Pass-Through Rate that is
not so received. Partial prepayments generally are applied on the first day of
the month following receipt, with no resulting reduction in interest payable for
the period in which the partial prepayment is made. Unless otherwise specified
in the related Prospectus Supplement, full and partial prepayments, together
with interest on such full and partial prepayments at the Pass-Through Rate for
the related Mortgage Pool or Contract Pool to the last day of the month in which
such prepayments occur, will be deposited in the Certificate Account and will be
available for distribution to Certificateholders on the next succeeding
Distribution Date in the manner specified in the related Prospectus Supplement.
See "Maturity and Prepayment Considerations."
Generally, the effective yield to holders of Certificates having a monthly
Distribution Date will be lower than the yield otherwise produced by the
Pass-Through Rate with respect to a Mortgage Pool or Contract Pool or the
pass-through rate borne by a Mortgage Certificate because, while interest will
accrue on each Mortgage Loan or Contract, or mortgage loan underlying a Mortgage
Certificate, to the first day of the month, the distribution of such interest to
holders of such Certificates will be made no earlier than the 25th day of the
month following the month of the accrual (unless otherwise provided in the
applicable Prospectus Supplement). The adverse effect on yield will intensify
with any increase in the period of time by which the Distribution Date with
respect to a Series of Certificates succeeds such 25th day. With respect to the
Multi-Class Certificates of a Series having other than monthly Distribution
Dates, the yield to holders of such Certificates will also be adversely affected
by any increase in the period of time from the date to which interest accrues on
such Certificate to the Distribution Date on which such interest is distributed.
In the event that the Certificates of a Series are divided into two or more
Classes or Subclasses and that a Class or Subclass is an Interest Weighted
Class, in the event that such Series includes a Class of Residual Certificates,
or as otherwise may be appropriate, the Prospectus Supplement for such Series
will indicate the manner in which the yield to Certificateholders will be
affected by different rates of prepayments on the Mortgage Loans, on the
Contracts or on the mortgage loans underlying the Mortgage Certificates. In
general, the yield on Certificates that are offered at a premium to their
principal or notional amount ("Premium Certificates") is likely to be adversely
affected by a higher than anticipated level of principal prepayments on the
Mortgage Loans, on the Contracts or on the mortgage loans underlying the
Mortgage Certificates. This relationship will become more sensitive as the
amount by which the Percentage Interest of such Class in each Interest
Distribution is greater than the corresponding Percentage Interest of such Class
in each Principal Distribution. If the differential is particularly wide (e.g.,
the Interest Distribution is allocated primarily or exclusively to one Class or
Subclass and the Principal Distribution primarily or exclusively to another) and
a high level of prepayments occurs, there is a possibility that
Certificateholders of Premium Certificates will not only suffer a lower than
anticipated yield but, in extreme cases, will fail to recoup fully their initial
investment. Conversely, a lower than anticipated level of principal prepayments
(which can be anticipated to increase the expected yield to holders of
Certificates that are Premium Certificates) will likely result in a lower than
anticipated yield to holders of Certificates that are offered at a discount to
their principal amount ("Discount Certificates"). If so specified in the
applicable Prospectus Supplement, a disproportionately large amount of Principal
Prepayments may be distributed to the holders of the Senior Certificates at the
times and under the circumstances described therein.
In the event that the Certificates of a Series include one or more Classes
or Subclasses of Multi-Class Certificates, the Prospectus Supplement for such
Series 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 Subclass and the percentage of the
initial Stated Principal Balance of each such Subclass that would be outstanding
on special Distribution Dates for such Series based on the assumptions stated in
such Prospectus Supplement, including assumptions that prepayments on the
Mortgage Loans or Contracts or on the mortgage loans underlying the Mortgage
Certificates in the related Trust Fund are made at rates corresponding to the
various percentages of such prepayment standard or model.
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MATURITY AND PREPAYMENT CONSIDERATIONS
Unless otherwise specified in the related Prospectus Supplement, the
scheduled maturities of all of the Mortgage Loans (or the mortgage loans
underlying the Mortgage Certificates) at origination will not be less than
approximately 10 years or exceed 40 years and all the Contracts will have
maturities at origination of not more than 20 years, but such Mortgage Loans (or
such underlying mortgage loans) or Contracts may be prepaid in full or in part
at any time. Unless otherwise specified in the applicable Prospectus Supplement,
no such Mortgage Loan (or mortgage loan) or Contract will provide for a
prepayment penalty and each will contain (except in the case of FHA and VA
Loans) due-on-sale clauses permitting the mortgagee or obligee to accelerate the
maturity thereof upon conveyance of the Mortgaged Property, Cooperative Dwelling
or Manufactured Home.
The FHA has compiled statistics relating to one- to four-family, level
payment mortgage loans insured by the FHA under the National Housing Act of
1934, as amended, at various interest rates, all of which permit assumption by
the new buyer if the home is sold. Such statistics indicate that while some of
such mortgage loans remain outstanding until their scheduled maturities, a
substantial number are paid prior to their respective stated maturities. The
Actuarial Division of HUD has prepared tables which, assuming full mortgage
prepayments at the rates experienced by FHA, set forth the percentages of the
original number of FHA Loans in pools of level payment mortgage loans of varying
maturities that will remain outstanding on each anniversary of the original date
of such mortgage loans (assuming they all have the same origination date) ("FHA
Experience"). Published information with respect to conventional residential
mortgage loans indicates that such mortgage loans have historically been prepaid
at higher rates than government insured loans because, unlike government insured
mortgage loans, conventional mortgage loans may contain due-on-sale clauses that
allow the holder thereof to demand payment in full of the remaining principal
balance of such mortgage loans upon sales or certain transfers of the mortgaged
property. There are no similar statistics with respect to the prepayment rates
of cooperative loans or loans secured by multifamily properties.
It is customary in the residential mortgage industry in quoting yields (a)
on a pool of 30-year fixed-rate, level payment mortgages, to compute the yield
as if the pool were a single loan that is amortized according to a 30-year
schedule and is then prepaid in full at the end of the twelfth year and (b) on a
pool of 15-year fixed-rate, level payment mortgages, to compute the yield as if
the pool were a single loan that is amortized according to a 15-year schedule
and then is prepaid in full at the end of the seventh year.
Prepayments on residential mortgage loans are also commonly measured
relative to a prepayment standard or model. If so specified in the Prospectus
Supplement relating to a Series of Certificates, the model used in a Prospectus
Supplement will be the Standard Prepayment Assumption ("SPA"). SPA represents an
assumed rate of prepayment relative to the then outstanding principal balance of
a pool of mortgages. A prepayment assumption of 100% of SPA assumes prepayment
rates of 0.2% per annum of the then outstanding principal balance of such
mortgages in the first month of the life of the mortgages and an additional 0.2%
per annum in each month thereafter until the thirtieth month and in each month
thereafter during the life of the mortgages, 100% of SPA assumes a constant
prepayment rate of 6% per annum each month.
Information regarding FHA Experience, other published information, SPA or
any other rate of assumed prepayment, as applicable, will be set forth in the
Prospectus Supplement with respect to a Series of Certificates. There is,
however, no assurance that prepayment of the Mortgage Loans underlying a Series
of Certificates will conform to FHA Experience, mortgage industry custom, any
level of SPA, or any other rate specified in the related Prospectus Supplement.
A number of factors, including homeowner mobility, economic conditions,
enforceability of due-on-sale clauses, mortgage market interest rates, mortgage
recording taxes and the availability of mortgage funds, may affect prepayment
experience on residential mortgage loans.
The terms of the Pooling and Servicing Agreement will require the Servicer
or the Master Servicer to enforce any due-on-sale clause to the extent it has
knowledge of the conveyance or the proposed conveyance of the underlying
Mortgaged Property or Cooperative Dwelling; provided, however, that any
enforcement action that would impair or threaten to impair any recovery under
any related Insurance Policy will not be required or permitted. See "Description
of the Certificates -- Enforcement of "Due-On-Sale" Clauses; Realization Upon
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Defaulted Mortgage Loans" and "Certain Legal Aspects of the Mortgage Loans And
Contracts -- The Mortgage Loans -- "Due-On-Sale" Clauses" for a description of
certain provisions of each Pooling and Servicing Agreement and certain legal
developments that may affect the prepayment experience on the Mortgage Loans.
At the request of the Mortgagor, the Servicer may refinance the Mortgage
Loans in any Mortgage Pool by accepting prepayments thereon and making new loans
secured by a mortgage on the same property. Upon such refinancing, the new loans
will not be included in the Mortgage Pool and the related Servicer will be
required to repurchase the affected Mortgage Loan. A Mortgagor may be legally
entitled to require the Servicer to allow such a refinancing. Any such
repurchase will have the same effect as a prepayment in full of the related
Mortgage Loan.
There are no uniform statistics compiled for prepayments of contracts
relating to Manufactured Homes. Prepayments on the Contracts may be influenced
by a variety of economic, geographic, social and other facts, including
repossessions, aging, seasonality and interest rate fluctuations. Other factors
affecting prepayment of mortgage loans or Contracts include changes in housing
needs, job transfers, unemployment and servicing decisions. An investment in
Certificates evidencing interests in 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 the Contracts. To the
extent that losses on the Contracts are not covered by the Subordination Amount,
if any, Letters of Credit, applicable Insurance Policies, if any, or by any
Alternative Credit Support, holders of the Certificates of a Series evidencing
interests in such Contracts will bear all risk of loss resulting from default by
Obligors and will have to look primarily to the value of the Manufactured Homes,
which generally depreciate in value, for recovery of the outstanding principal
and unpaid interest of the defaulted Contracts. See "The Trust Fund -- The
Contract Pools."
While most Contracts will contain "due-on-sale" provisions permitting the
holder of the Contract to accelerate the maturity of the Contract upon
conveyance by the borrower, the Master Servicer may permit proposed assumptions
of Contracts where the proposed buyer meets the underwriting standards described
above. Such assumption would have the effect of extending the average life of
the Contract. FHA Mortgage Loans and Contracts and VA Mortgage Loans and
Contracts are not permitted to contain "due-on-sale" clauses, and are freely
assumable.
Mortgage Loans made with respect to Multifamily Properties may have
provisions that prevent prepayment for a number of years and may provide for
payments of interest only during a certain period followed by amortization of
principal on the basis of a schedule extending beyond the maturity of the
related Mortgage Loan. Prepayments of Mortgage Loans secured by Multifamily
Property may be affected by these and other factors, including changes in
interest rates and the relative tax benefits associated with ownership of
Multifamily Property.
If set forth in the applicable Prospectus Supplement, the Depositor or
other specified entity will have the option to repurchase the Trust Assets
included in the related Trust Fund under the conditions stated in such
Prospectus Supplement. For any Series of Certificates for which the Depositor
has elected to treat the Trust as a REMIC pursuant to the provisions or the
Internal Revenue Code of 1986, as amended (the "Code"), any such repurchase will
be effected in compliance with the requirements of Section 860F(a)(4) of the
Code so as to constitute a "qualifying liquidation" thereunder. In addition, the
Depositor will be obligated, under certain circumstances, to repurchase certain
of the Trust Assets. The Master Servicer and Unaffiliated Sellers will also have
certain repurchase obligations, as more fully described herein. In addition, the
mortgage loans underlying the Mortgage Certificates may be subject to repurchase
under circumstances similar to those described above. Such repurchases will have
the same effect as prepayments in full. See "The Trust Fund -- Mortgage Loan
Program -- Representations by Unaffiliated Sellers; Repurchases," "Description
of the Certificates -- Assignment of Mortgage Loans," "-- Assignment of Mortgage
Certificates," "-- Assignment of Contracts" and "-- Termination."
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DESCRIPTION OF THE CERTIFICATES
Each Series of Certificates will be issued pursuant to an agreement
consisting of either (a) a Pooling and Servicing Agreement or (b) a Reference
Agreement (the "Reference Agreement") and the Standard Terms and Provisions of
Pooling and Servicing Agreement (such Standard Terms, the "Standard Terms"),
either the Standard Terms together with the Reference Agreement or the Pooling
and Servicing Agreement referred to as the "Pooling and Servicing Agreement")
among the Depositor, the Master Servicer, if any, and the Trustee named in the
applicable Prospectus Supplement or a deposit trust agreement between the
Depositor and the Trustee (the "Deposit Trust Agreement," together with the
Pooling and Servicing Agreement, the "Agreement"). Forms of the Pooling and
Servicing Agreement and the Deposit Trust Agreement have been filed as exhibits
to the Registration Statement of which this Prospectus is a part. The following
summaries describe certain provisions common to each Pooling and Servicing
Agreement and Deposit Trust Agreement. The summaries do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the Pooling and Servicing Agreement or Deposit
Trust Agreement for the applicable Series and the related Prospectus Supplement.
Wherever defined terms of the Pooling and Servicing Agreement or Deposit Trust
Agreement are referred to, such defined terms are thereby incorporated herein by
reference.
GENERAL
Unless otherwise specified in the Prospectus Supplement with respect to a
Series, each Certificate offered hereby and by means of the related Prospectus
Supplement will be issued in fully registered form and will represent the
undivided interest or beneficial interest attributable to such Class or Subclass
in the Trust Fund. The Trust Fund with respect to a Series will consist of: (i)
such Mortgage Loans, Contracts, and Mortgage Certificates and distributions
thereon as from time to time are subject to the applicable Agreement; (ii) such
assets as from time to time are identified as deposited in the Certificate
Account referred to below; (iii) property acquired by foreclosure of Mortgage
Loans or deed in lieu of foreclosure, or Manufactured Homes acquired by
repossession; (iv) the Letter of Credit, if any, with respect to such Series;
(v) the Pool Insurance Policy, if any, with respect to such Series (described
below under "Description of Insurance"); (vi) the Special Hazard Insurance
Policy, if any, with respect to such Series (described below under "Description
of Insurance"); (vii) the Mortgagor Bankruptcy Bond and proceeds thereof, if
any, with respect to such Series (as described below under "Description of
Insurance"); (viii) the Performance Bond and proceeds thereof, if any, with
respect to such Series; (ix) the Primary Mortgage Insurance Policies, if any,
with respect to such Series (as described below under "Description of
Insurance"); (x) the Depositor's rights under the Warranty and Servicing
Agreement with respect to the Mortgage Loans or Contracts, if any, with respect
to such Series; and (xi) the GPM and Buy-Down Funds, if any, with respect to
such Series; or, in lieu of some or all of the foregoing, such Alternative
Credit Support as shall be described in the applicable Prospectus Supplement.
Upon the original issuance of a Series of Certificates, Certificates
representing the minimum undivided interest or beneficial ownership interest in
the related Trust Fund or the minimum notional amount allocable to each Class
will evidence the undivided interest, beneficial ownership interest or
percentage ownership interest specified in the related Prospectus Supplement.
If so specified in the related Prospectus Supplement, one or more Servicers
or the Depositor may directly perform some or all of the duties of a Master
Servicer with respect to a Series.
If so specified in the Prospectus Supplement for a Series with respect to
which the Depositor has elected to treat the Trust Fund as a REMIC under the
Code, ownership of the Trust Fund for such Series may be evidenced by
Multi-Class Certificates and Residual Certificates. Distributions of principal
and interest with respect to Multi-Class Certificates may be made on a
sequential or concurrent basis, as specified in the related Prospectus
Supplement. If so specified in the related Prospectus Supplement, one or more of
such Classes or Subclasses may be Compound Interest Certificates.
The Residual Certificates, if any, included in a Series will be designated
by the Depositor as the "residual interest" in the related REMIC for purposes of
Section 860G(a)(2) of the Code, and will represent the right to receive
distributions as specified in the Prospectus Supplement for such Series. All
other Classes of
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Certificates of such Series will constitute "regular interests" in the related
REMIC, as defined in the Code. If so specified in the related Prospectus
Supplement, such Residual Certificates may be offered hereby and by means of
such Prospectus Supplement. See "Certain Federal Income Tax Consequences."
If so specified in the Prospectus Supplement for a Series which includes
Multi-Class Certificates, each Trust Asset in the related Trust Fund will be
assigned an initial "Asset Value." Unless otherwise specified in the related
Prospectus Supplement, the Asset Value of each Trust Asset in the related Trust
Fund will be the Stated Principal Balance of each Class or Classes of
Certificates of such Series that, based upon certain assumptions, can be
supported by distributions on such Trust Assets allocable to such Class or
Subclass, together with reinvestment income thereon, to the extent specified in
the related Prospectus Supplement, and amounts available to be withdrawn from
any Buy-Down, GPM Fund or Reserve Fund for such Series. The method of
determining the Asset Value of the Trust Assets in the Trust Fund for such a
Series that includes Multi-Class Certificates will be specified in the related
Prospectus Supplement.
If so specified in the Prospectus Supplement with respect to a Series,
ownership of the Trust Fund for such Series may be evidenced by one or more
Classes or Subclasses of Certificates that are Senior Certificates and
Subordinated Certificates, each representing the undivided interests in the
Trust Fund specified in such Prospectus Supplement. If so specified in the
related Prospectus Supplement, one or more Classes or Subclasses or Subordinated
Certificates of a Series may be subordinated to the right of the holders of
Certificates of one or more Classes or Subclasses within such Series to receive
distributions with respect to the Mortgage Loans or Contracts in the related
Trust Fund, in the manner and to the extent specified in such Prospectus
Supplement. If so specified in the related Prospectus Supplement, the holders of
each Subclass of Senior Certificates will be entitled to the Percentage
Interests in the principal and/or interest payments on the underlying Mortgage
Loans or Contracts specified in such Prospectus Supplement. If so specified in
the related Prospectus Supplement, the Subordinated Certificates of a Series
will evidence the right to receive distributions with respect to a specific pool
of Mortgage Loans or Contracts, which right will be subordinated to the right of
the holders of the Senior Certificates of such Series to receive distributions
with respect to such specific pool of Mortgage Loans or Contracts, as more fully
set forth in such Prospectus Supplement. If so specified in the related
Prospectus Supplement, the holders of the Senior Certificates may have the right
to receive a greater than pro rata percentage of Principal Prepayments in the
manner and under the circumstances described in the Prospectus Supplement.
If so specified in the related Prospectus Supplement, the Depositor may
sell certain Classes or Subclasses of the Certificates of a Series, including
one or more Classes or Subclasses of Subordinated or Residual Certificates, in
privately negotiated transactions exempt from registration under the Securities
Act of 1933, as amended (the "Securities Act"). Such Certificates will be
transferable only pursuant to an effective registration statement or an
applicable exemption under the Securities Act and pursuant to any applicable
state law. Alternatively, if so specified in the related Prospectus Supplement,
the Depositor may offer one or more Classes or Subclasses of the Subordinated or
Residual Certificates of a Series by means of this Prospectus and such
Prospectus Supplement.
The Certificates of a Series offered hereby and by means of the related
Prospectus Supplements will be transferable and exchangeable at the office or
agency maintained by the Trustee for such purpose set forth in the related
Prospectus Supplement, unless such Prospectus Supplement provides otherwise. No
service charge will be made for any transfer or exchange of Certificates, but
the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge in connection with such transfer or exchange.
DISTRIBUTIONS OF PRINCIPAL AND INTEREST
Beginning on the date specified in the related Prospectus Supplement,
distributions of principal and interest on the Certificates of a Series will be
made by the Master Servicer or Trustee, if so specified in the Prospectus
Supplement, on each Distribution Date to persons in whose name the Certificates
are registered at the close of business on the day specified in such Prospectus
Supplement (the "Record Date"). Such distributions of interest will be made
periodically at the intervals, in the manner and at the per annum rate specified
in the related Prospectus Supplement, which rate may be fixed or variable.
Interest on the
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Certificates will be calculated on the basis of a 360-day year consisting of
twelve 30-day months, unless otherwise specified in the related Prospectus
Supplement. Distributions of principal on the Certificates will be made in the
priority and manner and in the amounts specified in the related Prospectus
Supplement.
If so specified in the Prospectus Supplement with respect to a Series of
Certificates, distributions of interest and principal to a Certificateholder
will be equal to the product of the undivided interest evidenced by such
Certificate and the payments of principal and interest (adjusted to the related
Pass-Through Rate) on or with respect to the Mortgage Loans or Contracts
(including any Advances thereof) or the Mortgage Certificates included in the
Trust Fund with respect to such Series.
If so specified in the related Prospectus Supplement, distributions on a
Class or Subclass of Certificates of a Series may be based on the Percentage
Interest evidenced by a Certificate of such Class or Subclass in the
distributions (including any Advances thereof) of principal (the "Principal
Distribution") and interest (adjusted to the Pass-Through Rate for the related
Mortgage Pool or Contract Pool) (the "Interest Distribution") on or with respect
to the Mortgage Loans, the Contracts or the Mortgage Certificates in the related
Trust Fund. Unless otherwise specified in the related Prospectus Supplement, on
each Distribution Date, the Trustee will distribute to each holder of a
Certificate of such Class or Subclass an amount equal to the product of the
Percentage Interest evidenced by such Certificate and the interest of such Class
or Subclass in the Principal Distribution and the Interest Distribution. A
Certificate of such a Class or Subclass may represent a right to receive a
percentage of both the Principal Distribution and the Interest Distribution or a
percentage of either the Principal Distribution or the Interest Distribution, as
specified in the related Prospectus Supplement.
If so specified in the related Prospectus Supplement, the holders of the
Senior Certificates may have the right to receive a percentage of Principal
Prepayments that is greater than the percentage of regularly scheduled payment
of principal such holder is entitled to receive. Such percentages may vary from
time to time, subject to the terms and conditions specified in the Prospectus
Supplement.
Unless otherwise specified in the Prospectus Supplement relating to a
Series of Certificates that includes Multi-Class Certificates, distributions of
interest on each such Class or Subclass will be made on the Distribution Dates,
and at the Interest Rates, specified in such Prospectus Supplement. Unless
otherwise specified in the Prospectus Supplement relating to such a Series of
Certificates, distributions of interest on each Class or Subclass of Compound
Interest Certificates of such Series will be made on each Distribution Date
after the Stated Principal Balance of all Certificates of such Series having a
Final Scheduled Distribution Date prior to that of such Class or Subclass of
Compound Interest Certificates has been reduced to zero. Prior to such time,
interest on such Class or Subclass of Compound Interest Certificates will be
added to the Stated Principal Balance thereof on each Distribution Date for such
Series.
Unless otherwise specified in the Prospectus Supplement relating to a
Series of Certificates that includes Multi-Class Certificates, distributions in
reduction of the Stated Principal Balance of such Certificates will be made as
described herein. Distributions in reduction of the Stated Principal Balance of
such Certificates will be made on each Distribution Date for such Series to the
holders of the Certificates of the Class or Subclass then entitled to receive
such distributions until the aggregate amount of such distributions have reduced
the Stated Principal Balance of such Certificates to zero. Allocation of
distributions in reduction of Stated Principal Balance will be made to each
Class or Subclass of such Certificates in the order specified in the related
Prospectus Supplement, which, if so specified in such Prospectus Supplement, may
be concurrently. Unless otherwise specified in the related Prospectus
Supplement, distributions in reduction of the Stated Principal Balance of each
Certificate of a Class or Subclass then entitled to receive such distributions
will be made pro rata among the Certificates of such Class or Subclass.
Unless otherwise specified in the Prospectus Supplement relating to a
Series of Certificates that includes Multi-Class Certificates, the maximum
amount which will be distributed in reduction of Stated Principal Balance to
holders of Certificates of a Class or Subclass then entitled thereto on any
Distribution Date will equal, to the extent funds are available in the
Certificate Account, the sum of (i) the amount of the interest, if any, that has
accrued but is not yet payable on the Compound Interest Certificates of such
Series since the
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prior Distribution Date (or since the date specified in the related Prospectus
Supplement in the case of the first Distribution Date) (the "Accrual
Distribution Amount"); (ii) the Stated Principal Distribution Amount; and (iii)
to the extent specified in the related Prospectus Supplement, the applicable
percentage of the Excess Cash Flow specified in such Prospectus Supplement.
Unless otherwise specified in the Prospectus Supplement relating to a
Series of Certificates that includes Multi-Class Certificates, the "Stated
Principal Distribution Amount" with respect to a Distribution Date will equal
the sum of the Accrual Distribution Amount, if any, and the amount, if any, by
which the then outstanding Stated Principal Balance of the Multi-Class
Certificates of such Series (before taking into account the amount of interest
accrued on any Class of Compound Interest Certificates of such Series to be
added to the Stated Principal Balance thereof on such Distribution Date) exceeds
the Asset Value of the Trust Assets in the Trust Fund underlying such Series as
of the end of a period (a "Due Period") specified in the related Prospectus
Supplement. For purposes of determining the Stated Principal Distribution Amount
with respect to a Distribution Date, the Asset Value of the Trust Assets will be
reduced to take into account the interest evidenced by such Classes or
Subclasses of Certificates in the principal distributions on or with respect of
such Trust Assets received by the Trustee during the preceding Due Period.
Unless otherwise specified in the Prospectus Supplement relating to a
Series of Certificates that includes Multi-Class Certificates, Excess Cash Flow
represents the excess of (i) the interest evidenced by such Multi-Class
Certificates in the distributions received on the Mortgage Loans or Contracts
underlying such Series in the Due Period preceding a Distribution Date for such
Series (and, in the case of the first Due Period, the amount deposited in the
Certificate Account on the closing day for the sale of such Certificates),
together with income from the reinvestment thereof, and, to the extent specified
in such Prospectus Supplement, the amount of cash withdrawn from any Reserve,
GPM or Buy-Down Fund for such Series in the Due Period preceding such
Distribution Date, over (ii) the sum of all interest accrued, whether or not
then distributable, on the Multi-Class Certificates since the preceding
Distribution Date (or since the date specified in the related Prospectus
Supplement in the case of the first Distribution Date), the Stated Principal
Distribution Amount for the then current Distribution Date and, if applicable,
any payments made on any Certificates of such Class or Subclass pursuant to any
special distributions in reduction of Stated Principal Balance during such Due
Period.
The Stated Principal Balance of a Multi-Class Certificate of a Series at
any time represents the maximum specified dollar amount (exclusive of interest
at the related Interest Rate) to which the holder thereof is entitled from the
cash flow on the Trust Assets in the Trust Fund for such Series, and will
decline to the extent distributions in reduction of Stated Principal Balance are
received by such holder. The Initial Stated Principal Balance of each Class or
Subclass within a Series that has been assigned a Stated Principal Balance will
be specified in the related Prospectus Supplement.
Distributions (other than the final distribution in retirement of the
Certificates) will be made by check mailed to the address of the person entitled
thereto as it appears on the Certificate Register, except that, with respect to
any holder of a Certificate meeting the requirements specified in the applicable
Prospectus Supplement, distributions shall be made by wire transfer in
immediately available funds, provided that the Trustee shall have been furnished
with appropriate wiring instructions not less than two Business Days prior to
the related Distribution Date. The final distribution in retirement of
Certificates will be made only upon presentation and surrender of the
Certificates at the office or agency designated by the Master Servicer for such
purpose, as specified in the final distribution notice to Certificateholders.
ASSIGNMENT OF MORTGAGE CERTIFICATES
Pursuant to the applicable Agreement for a Series of Certificates that
includes Mortgage Certificates in the related Trust Fund, the Depositor will
cause such Mortgage Certificates to be transferred to the Trustee together with
all principal and interest distributed on such Mortgage Certificates after the
Cut-off Date. Each Mortgage Certificate included in a Trust Fund will be
identified in a schedule appearing as an exhibit to the applicable Agreement.
Such schedule will include information as to the principal balance of each
Mortgage Certificate as of the date of issuance of the Certificates and its
coupon rate, maturity and original principal
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balance. In addition, such steps will be taken by the Depositor as are necessary
to cause the Trustee to become the registered owner of each Mortgage Certificate
which is included in a Trust Fund and to provide for all distributions on each
such Mortgage Certificate to be made directly to the Trustee.
In connection with such assignment, the Depositor will make certain
representations and warranties in the Agreement as to, among other things, its
ownership of the Mortgage Certificates. In the event that these representations
and warranties are breached, and such breach or breaches adversely affect the
interests of the Certificateholders in the Mortgage Certificates, the Depositor
will be required to repurchase the affected Mortgage Certificates at a price
equal to the principal balance thereof as of the date of purchase together with
accrued and unpaid interest thereon at the related pass-through rate to the
distribution date for such Mortgage Certificates or, in the case of a Series in
which an election has been made to treat the related Trust Fund as a REMIC, at
the lesser of the price set forth above, or the adjusted tax basis, as defined
in the Code, of such Mortgage Certificates. The Mortgage Certificates with
respect to a Series may also be subject to repurchase, in whole but not in part,
under the circumstances and in the manner described in the related Prospectus
Supplement. Any amounts received in respect of such repurchases will be
distributed to Certificateholders on the immediately succeeding Distribution
Date.
If so specified in the related Prospectus Supplement, within the specified
period following the date of issuance of a Series of Certificates, the Depositor
may, in lieu of the repurchase obligation set forth above, and in certain other
circumstances, deliver to the Trustee Mortgage Certificates ("Substitute
Mortgage Certificates") in substitution for any one or more of the Mortgage
Certificates ("Deleted Mortgage Certificates") initially included in the Trust
Fund. The required characteristics or any such Substitute Mortgage Certificates
and any additional restrictions relating to the substitution of Mortgage
Certificates will be set forth in the related Prospectus Supplement.
ASSIGNMENT OF MORTGAGE LOANS
The Depositor will cause the Mortgage Loans constituting a Mortgage Pool to
be assigned to the Trustee, together with all principal and interest received on
or with respect to such Mortgage Loans after the Cut-off Date, but not including
principal and interest due on or before the Cut-off Date. The Trustee will,
concurrently with such assignment, deliver the Certificates to the Depositor in
exchange for the Mortgage Loans. Each Mortgage Loan will be identified in a
schedule appearing as an exhibit to the related Pooling and Servicing Agreement.
Such schedule will include information as to the adjusted principal balance of
each Mortgage Loan as of the Cut-off Date, as well as information respecting the
Mortgage Rate, the currently scheduled monthly payment of principal and
interest, the maturity of the Mortgage Note and the Loan-to-Value Ratio at
origination.
In addition, the Depositor will, as to each Mortgage Loan that is not a
Cooperative Loan, deliver or cause to be delivered to the Trustee (or to the
custodian hereinafter referred to) the Mortgage Note endorsed to the order of
the Trustee, the Mortgage with evidence of recording indicated thereon (except
for any Mortgage not returned from the public recording office, in which case
the Depositor will deliver a copy of such Mortgage together with its certificate
that the original of such Mortgage was delivered to such recording office) and
an assignment of the Mortgage in recordable form. Assignments of the Mortgage
Loans to the Trustee will be recorded in the appropriate public office for real
property records, except in states where, in the opinion of counsel acceptable
to the Trustee, such recording is not required to protect the Trustee's interest
in the Mortgage Loan against the claim of any subsequent transferee or any
successor to or creditor of the Depositor or the Originator of such Mortgage
Loan.
The Depositor will cause to be delivered to the Trustee, its agent, or a
custodian, with respect to any Cooperative Loan, the related original security
agreement, the proprietary lease or occupancy agreement, the recognition
agreement, an executed financing statement and the relevant stock certificate
and related blank stock powers. The Master Servicer will file in the appropriate
office a financing statement evidencing the Trustee's security interest in each
Cooperative Loan.
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The Trustee (or the custodian hereinafter referred to) will, generally
within 60 days after receipt thereof, review and hold such documents in trust
for the benefit of the Certificateholders. Unless otherwise specified in the
applicable Prospectus Supplement, if any such document is found to be defective
in any material respect, the Trustee will promptly notify the Master Servicer
and the Depositor, and the Master Servicer will notify the related Servicer. If
the Servicer cannot cure the defect within 60 days after notice is given to the
Master Servicer, the Servicer will be obligated either to substitute for the
related Mortgage Loan a Replacement Mortgage Loan or Loans, or to purchase
within 90 days of such notice the related Mortgage Loan from the Trustee at a
price equal to the principal balance thereof as of the date of purchase or, in
the case of a Series as to which an election has been made to treat the related
Trust Fund as a REMIC, at such other price as may be necessary to avoid a tax on
a prohibited transaction, as described in Section 860F(a) of the Code, in each
case together with accrued interest at the applicable Pass-Through Rate to the
first day of the month following such repurchase, plus the amount of any
unreimbursed Advances made by the Master Servicer or the Servicer, as
applicable, in respect of such Mortgage Loan. The Master Servicer is obligated
to enforce the repurchase obligation of the Servicer, to the extent described
above under "The Trust Fund -- Mortgage Loan Program -- Representations by
Unaffiliated Sellers; Repurchases." Unless otherwise specified in the applicable
Prospectus Supplement, this purchase obligation constitutes the sole remedy
available to the Certificateholders or the Trustee for a material defect in a
constituent document.
Unless otherwise specified in the applicable Prospectus Supplement, with
respect to the Mortgage Loans in a Mortgage Pool, the Depositor will make
representations and warranties as to the types and geographical distribution of
such Mortgage Loans and as to the accuracy in all material respects of certain
information furnished to the Trustee in respect of each such Mortgage Loan. In
addition, unless otherwise specified in the related Prospectus Supplement, the
Depositor will represent and warrant that, as of the Cut-off Date for the
related Series of Certificates, no Mortgage Loan is more than 30 days delinquent
as to payment of principal and interest. Upon a breach of any representation or
warranty by the Depositor that materially and adversely affects the interest of
the Certificateholders, the Depositor will be obligated either to cure the
breach in all material respects or to purchase the Mortgage Loan at the purchase
price set forth above. Unless otherwise specified in the applicable Prospectus
Supplement and subject to the ability of the Depositor, if so specified in the
applicable Prospectus Supplement, to substitute for certain Mortgage Loans as
described below, this repurchase obligation constitutes the sole remedy
available to the Certificateholders or the Trustee for a breach of
representation or warranty by the Depositor.
Within the period specified in the related Prospectus Supplement, following
the date of issuance of a Series of Certificates, the Depositor, the Master
Servicer or the related Servicer, as the case may be, may deliver to the Trustee
Mortgage Loans ("Substitute Mortgage Loans") in substitution for any one or more
of the Mortgage Loans ("Deleted Mortgage Loans") initially included in the Trust
Fund but which do not conform in one or more respects to the description thereof
contained in the related Prospectus Supplement, or as to which a breach of a
representation or warranty is discovered, which breach materially and adversely
affects the interests of the Certificateholders. The required characteristics of
any such Substitute Mortgage Loan and any additional restrictions relating to
the substitution of Mortgage Loans will generally be as described under "The
Trust Fund -- The Contract Pools" with respect to the substitution of Contracts.
In addition to making certain representations and warranties regarding its
authority to enter into, and its ability to perform its obligations under the
Pooling and Servicing Agreement relating to a Series of Certificates, the Master
Servicer may make certain representations and warranties to the Trustee in such
Pooling and Servicing Agreement with respect to the enforceability of coverage
under any applicable Primary Insurance Policy, Pool Insurance Policy, Special
Hazard Insurance Policy or Mortgagor Bankruptcy Bond. See "Description of
Insurance" for information regarding the extent of coverage under certain of the
aforementioned insurance policies. Upon a breach of any such representation or
warranty that materially and adversely affects the interests of the
Certificateholders of such Series in a Mortgage Loan, the Master Servicer will
be obligated either to cure the breach in all material respects or to purchase
such Mortgage Loan at the price calculated as set forth above.
To the extent described in the related Prospectus Supplement, the Master
Servicer will procure a surety bond, corporate guaranty or another similar form
of insurance coverage acceptable to the Rating Agency
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rating the related Series of Certificates to support, among other things, this
purchase obligation. Unless otherwise stated in the applicable Prospectus
Supplement, the aforementioned purchase obligation constitutes the sole remedy
available to the Certificateholders or the Trustee for a breach of the Master
Servicer's insurability representation. The Master Servicer's obligation to
purchase Mortgage Loans upon such a breach is subject to limitations.
The Trustee will be authorized, with the consent of the Depositor and the
Master Servicer, to appoint a custodian pursuant to a custodial agreement to
maintain possession of documents relating to the Mortgage Loans as the agent of
the Trustee.
Pursuant to each Pooling and Servicing Agreement, the Master Servicer,
either directly or through Servicers, will service and administer the Mortgage
Loans assigned to the Trustee as more fully set forth below.
ASSIGNMENT OF CONTRACTS
The Depositor will cause the Contracts constituting the Contract Pool to be
assigned to the Trustee, together with principal and interest due on or with
respect to the Contracts after the Cut-off Date, but not including principal and
interest due on or before the Cut-off Date. If the Depositor is unable to obtain
a perfected security interest in a Contract prior to transfer and assignment to
the Trustee, the Unaffiliated Seller will be obligated to repurchase such
Contract. The Trustee, concurrently with such assignment, will authenticate and
deliver the Certificates. Each Contract will be identified in a schedule
appearing as an exhibit to the Agreement (the "Contract Schedule"). Unless
otherwise specified in the related Prospectus Supplement, the Contract Schedule
will specify, with respect to each Contract, among other things: the original
principal amount and the adjusted principal balance as of the close of business
on the Cut-off Date; the APR; the current scheduled monthly level payment of
principal and interest; and the maturity of the Contract.
In addition, the Depositor, as to each Contract, will deliver or cause to
be delivered to the Trustee, or, as specified in the related Prospectus
Supplement, the Custodian, the original Contract and copies of documents and
instruments related to each Contract and the security interest in the
Manufactured Home securing each Contract. In order to give notice of the right,
title and interest of the Certificateholders to the Contracts, the Depositor
will cause a UCC-1 financing statement to be executed by the Depositor
identifying the Trustee as the secured party and identifying all Contracts as
collateral. Unless otherwise specified in the related Prospectus Supplement, the
Contracts will not be stamped or otherwise marked to reflect their assignment
from the Depositor to the Trust Fund. Therefore, if a subsequent purchaser were
able to take physical possession of the Contracts without notice of such
assignment, the interest of the Certificateholders in the Contracts could be
defeated. See "Certain Legal Aspects of Mortgage Loans and Contracts -- The
Contracts."
The Trustee (or the Custodian) will review and hold such documents in trust
for the benefit of the Certificateholders. Unless otherwise provided in the
related Prospectus Supplement, if any such document is found to be defective in
any material respect, the Unaffiliated Seller must cure such defect within 60
days, or within such other period specified in the related Prospectus Supplement
the Unaffiliated Seller, not later than 90 days or within such other period
specified in the related Prospectus Supplement, after the Trustee's notice to
the Unaffiliated Seller of the defect. If the defect is not cured, the
Unaffiliated Seller will repurchase the related Contract or any property
acquired in respect thereof from the Trustee at a price equal to the remaining
unpaid principal balance of such Contract (or, in the case of a repossessed
Manufactured Home, the unpaid principal balance of such Contract immediately
prior to the repossession) or, in the case of a Series as to which an election
has been made to treat the related Trust Fund as a REMIC, at such other price as
may be necessary to avoid a tax on a prohibited transaction, as described in
Section 860F(a) of the Code, in each case together with accrued but unpaid
interest to the first day of the month following repurchase at the related
Pass-Through Rate, plus any unreimbursed Advances respecting such Contract.
Unless otherwise specified in the related Prospectus Supplement, the repurchase
obligation constitutes the sole remedy available to the Certificateholders or
the Trustee for a material defect in a Contract document.
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Unless otherwise specified in the related Prospectus Supplement, each
Unaffiliated Seller of Contracts will have represented, among other things, that
(i) immediately prior to the transfer and assignment of the Contracts, the
Unaffiliated Seller had good title to, and was the sole owner of each Contract
and there had been no other sale or assignment thereof, (ii) as of the date of
such transfer, the Contracts are subject to no offsets, defenses or
counterclaims, (iii) each Contract at the time it was made complied in all
material respects with applicable state and federal laws, including usury, equal
credit opportunity and disclosure laws, (iv) as of the date of such transfer,
each Contract is a valid first lien on the related Manufactured Home and such
Manufactured Home is free of material damage and is in good repair, (v) as of
the date of such transfer, no Contract is more than 30 days delinquent in
payment and there are no delinquent tax or assessment liens against the related
Manufactured Home and (vi) with respect to each Contract, the Manufactured Home
securing the Contract is covered by a Standard Hazard Insurance Policy in the
amount required in the Pooling and Servicing Agreement and that all premiums now
due on such insurance have been paid in full.
All of the representations and warranties of a seller in respect of a
Contract will have been made as of the date on which such seller sold the
Contract to the Depositor or its affiliate; the date such representations and
warranties were made may be a date prior to the date of initial issuance of the
related series of Certificates. A substantial period of time may have elapsed
between the date as of which the representations and warranties were made and
the later date of initial issuance of the related Series of Certificates. Since
the representations and warranties referred to in the preceding paragraph are
the only representations and warranties that will be made by a seller, the
seller's repurchase obligation described below will not arise if, during the
period commencing on the date of sale of a Contract by the seller to the
Depositor or its affiliate, the relevant event occurs that would have given rise
to such an obligation had the event occurred prior to sale of the affected
Contract. Nothing, however, has come to the Depositor's attention that would
cause it to believe that the representations and warranties referred to in the
preceding paragraph will not be accurate and complete in all material respects
in respect of Contracts as of the date of initial issuance of the related series
of Certificates.
The only representations and warranties to be made for the benefit of
Certificateholders in respect of any Contract relating to the period commencing
on the date of sale of such Contract to the Depositor or its affiliate will be
certain limited representations of the Depositor and of the Master Servicer
described above under "The Trust Fund--The Contract Pools."
If an Unaffiliated Seller cannot cure a breach of any representation or
warranty made by it in respect of a Contract that materially and adversely
affects the interest of the Certificateholders in such Contract within 90 days
(or such other period specified in the related Prospectus Supplement) after
notice from the Master Servicer, such Unaffiliated Seller will be obligated to
repurchase such Contract at a price equal to, unless otherwise specified in the
related Prospectus Supplement, the principal balance thereof as of the date of
the repurchase or, in the case of a Series as to which an election has been made
to treat the related Trust Fund as a REMIC, at such other price as may be
necessary to avoid a tax on a prohibited transaction, as described in Section
860F(a) of the Code, in each case together with accrued and unpaid interest to
the first day of the month following repurchase at the related Pass-Through
Rate, plus the amount of any unreimbursed Advances in respect of such Contract
(the "Purchase Price"). The Master Servicer will be required under the
applicable Pooling and Servicing Agreement to enforce this obligation for the
benefit of the Trustee and the Certificateholders, following the practices it
would employ in its good faith business judgment were it the owner of such
Contract. Except as otherwise set forth in the related Prospectus Supplement,
this repurchase obligation will constitute the sole remedy available to
Certificateholders or the Trustee for a breach of representation by an
Unaffiliated Seller.
Neither the Depositor nor the Master Servicer will be obligated to purchase
a Contract if an Unaffiliated Seller defaults on its obligation to do so, and no
assurance can be given that sellers will carry out their respective repurchase
obligations with respect to Contracts. However, to the extent that a breach of
the representations and warranties of an Unaffiliated Seller may also constitute
a breach of a representation made by the Depositor or the Master Servicer, the
Depositor or the Master Servicer may have a purchase obligation as described
above under "The Trust Fund -- The Contract Pools."
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SERVICING BY UNAFFILIATED SELLERS
Each Unaffiliated Seller of a Mortgage Loan or a Contract may have the
option to act as the Servicer (or Master Servicer) for such Mortgage Loan or
Contract pursuant to a Servicing Agreement. A representative form of Servicing
Agreement has been filed as an exhibit to the Registration Statement of which
this Prospectus is a part. The following description does not purport to be
complete and is qualified in its entirety by reference to the form of Servicing
Agreement and by the discretion of the Master Servicer or Depositor to modify
the Servicing Agreement and to enter into different Servicing Agreements. The
Pooling and Servicing Agreement provides that, if for any reason the Master
Servicer for such Series of Certificates is no longer the Master Servicer of the
related Mortgage Loans or Contracts, the Trustee or any successor master
servicer must recognize the Servicer's rights and obligations under such
Servicing Agreement.
A Servicer may delegate its servicing obligations to third-party servicers,
but continue to act as Servicer under the related Servicing Agreement. The
Servicer will be required to perform the customary functions of a servicer,
including collection of payments from Mortgagors and Obligors and remittance of
such collections to the Master Servicer, maintenance of primary mortgage, hazard
insurance, FHA insurance and VA guarantees and filing and settlement of claims
thereunder, subject in certain cases to (a) the right of the Master Servicer to
approve in advance any such settlement; (b) maintenance of escrow accounts of
Mortgagors and Obligors for payment of taxes, insurance, and other items
required to be paid by the Mortgagor pursuant to terms of the related Mortgage
Loan or the Obligor pursuant to the related Contract; (c) processing of
assumptions or substitutions; (d) attempting to cure delinquencies; (e)
supervising foreclosures or repossessions; (f) inspection and management of
Mortgaged Properties, Cooperative Dwellings or Manufactured Homes under certain
circumstances; and (g) maintaining accounting records relating to the Mortgage
Loans and Contracts. A Servicer will also be obligated to make Advances in
respect of delinquent installments of principal and interest on Mortgage Loans
and Contracts (as described more fully below under "-- Payments on Mortgage
Loans" and "-- Payments on Contracts"), and in respect of certain taxes and
insurance premiums not paid on a timely basis by Mortgagors and Obligors.
As compensation for its servicing duties, a Servicer will be entitled to
amounts from payments with respect to the Mortgage Loans and Contracts serviced
by it. The Servicer will also be entitled to collect and retain, as part of its
servicing compensation, certain fees and late charges provided in the Mortgage
Note or related instruments. The Servicer will be reimbursed by the Master
Servicer for certain expenditures that it makes, generally to the same extent
that the Master Servicer would be reimbursed under the applicable Pooling and
Servicing Agreement.
Each Servicer will be required to agree to indemnify the Master Servicer
for any liability or obligation sustained by the Master Servicer in connection
with any act or failure to act by the Servicer in its servicing capacity.
Each Servicer will be required to service each Mortgage Loan or Contract
pursuant to the terms of the Servicing Agreement for the entire term of such
Mortgage Loan or Contract, unless the Servicing Agreement is earlier terminated
by the Master Servicer or unless servicing is released to the Master Servicer.
Unless otherwise set forth in the Prospectus Supplement, the Master Servicer may
terminate a Servicing Agreement upon 30 days' written notice to the Servicer,
without cause, upon payment of an amount equal to the fair market value of the
right to service the Mortgage Loans or Contracts serviced by any such Servicer
under such Servicing Agreement, or if such fair market value cannot be
determined, a specified percentage of the aggregate outstanding principal
balance of all such Mortgage Loans or Contracts, or immediately upon the giving
of notice upon certain stated events, including the violation of such Servicing
Agreement by the Servicer.
The Master Servicer may agree with a Servicer to amend a Servicing
Agreement. The Master Servicer may also, at any time and from time to time,
release servicing to third-party servicers, but continue to act as Master
Servicer under the related Pooling and Servicing Agreement. Upon termination of
a Servicing Agreement, the Master Servicer may act as servicer of the related
Mortgage Loans or Contracts or enter into one or more new Servicing Agreements.
If the Master Servicer acts as servicer, it will not assume liability for the
representations and warranties of the Servicer that it replaces. If the Master
Servicer enters into a new
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Servicing Agreement, each new Servicer must be an Unaffiliated Seller or meet
the standards for becoming an Unaffiliated Seller or have such servicing
experience that is otherwise satisfactory to the Master Servicer. The Master
Servicer will make reasonable efforts to have the new Servicer assume liability
for the representations and warranties of the terminated Servicer, but no
assurance can be given that such an assumption will occur. In the event of such
an assumption, the Master Servicer may, in the exercise of its business
judgment, release the terminated Servicer from liability in respect of such
representations and warranties. Any amendments to a Servicing Agreement or new
Servicing Agreements may contain provisions different from those described above
that are in effect in the original Servicing Agreements. However, the Pooling
and Servicing Agreement with respect to a Series will provide that any such
amendment or new agreement may not be inconsistent with or violate such Pooling
and Servicing Agreement.
PAYMENTS ON MORTGAGE LOANS
The Master Servicer will, unless otherwise specified in the Prospectus
Supplement with respect to a Series of Certificates, establish and maintain a
separate account or accounts in the name of the Trustee (the "Certificate
Account"), which must be maintained with a depository institution and in a
manner acceptable to the Rating Agency rating the Certificates of a Series.
If so specified in the applicable Prospectus Supplement, the Master
Servicer, in lieu of establishing a Certificate Account, may establish a
separate account or accounts in the name of the Trustee (the "Custodial
Account") meeting the requirements set forth herein for the Certificate Account.
In such a case, amounts in such Custodial Account, after making the required
deposits and withdrawals specified below, shall be remitted to the Certificate
Account maintained by the Trustee for distribution to Certificateholders in the
manner set forth herein and in such Prospectus Supplement.
In those cases where a Servicer is servicing a Mortgage Loan pursuant to a
Servicing Agreement, the Servicer will establish and maintain an account (the
"Servicing Account") that will comply with either the standards set forth above
or, subject to the conditions set forth in the Servicing Agreement, be
maintained with a depository, meeting the requirements of the Rating Agency
rating the Certificates of the related Series, and that is otherwise acceptable
to the Master Servicer. The Servicer will be required to deposit into the
Servicing Account on a daily basis all amounts enumerated in the following
paragraph in respect of the Mortgage Loans received by the Servicer, less its
servicing compensation. On the date specified in the Servicing Agreement, the
Servicer shall remit to the Master Servicer all funds held in the Servicing
Account with respect to each Mortgage Loan. The Servicer will also be required
to advance any monthly installment of principal and interest that was not timely
received, less its servicing fee, provided that, unless otherwise specified in
the related Prospectus Supplement, such requirement shall only apply to the
extent such Servicer determines in good faith any such advance will be
recoverable out of Insurance Proceeds, proceeds of the liquidation of the
related Mortgage Loans or otherwise.
The Certificate Account may be maintained with a depository institution
that is an affiliate of the Master Servicer. The Master Servicer will deposit in
the Certificate Account for each Series of Certificates on a daily basis the
following payments and collections received or made by it subsequent to the
Cut-off Date (other than payments due on or before the Cut-off Date) in the
manner set forth in the related Prospectus Supplement:
(i) all payments on account of principal, including principal
prepayments, on the Mortgage Loans, net of any portion of such payments
that represent unreimbursed or unrecoverable Advances made by the related
Servicer;
(ii) all payments on account of interest on the Mortgage Loans, net of
any portion thereof retained by the Servicer, if any, as its servicing fee;
(iii) all proceeds of (A) any Special Hazard Insurance Policy, Primary
Mortgage Insurance Policy, FHA Insurance, VA Guarantee, Mortgagor
Bankruptcy Bond or Pool Insurance Policy with respect to such Series of
Certificates and any title, hazard or other insurance policy covering any
of the Mortgage Loans included in the related Mortgage Pool (to the extent
such proceeds are not applied to the
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restoration of the related property or released to the Mortgagor in
accordance with customary servicing procedures) (collectively, "Insurance
Proceeds") or any Alternative Credit Support established in lieu of any
such insurance and described in the applicable Prospectus Supplement; and
(B) all other cash amounts received and retained in connection with the
liquidation of defaulted Mortgage Loans, by foreclosure or otherwise, other
than Insurance Proceeds, payments under the Letter of Credit or proceeds of
any Alternative Credit Support, if any, with respect to such Series
("Liquidation Proceeds"), net of expenses of liquidation, unpaid servicing
compensation with respect to such Mortgage Loans and unreimbursed or
unrecoverable Advances made by the Servicers of the related Mortgage Loans;
(iv) all payments under the Letter of Credit, if any, with respect to
such Series;
(v) all amounts required to be deposited therein from the Reserve Fund,
if any, for such Series;
(vi) any Advances made by a Servicer or the Master Servicer (as
described herein under "-- Advances");
(vii) any Buy-Down Funds (and, if applicable, investment earnings
thereon) required to be deposited in the Certificate Account, as described
below; and
(viii) all proceeds of any Mortgage Loan repurchased by the Master
Servicer, the Depositor, any Servicer or any Unaffiliated Seller (as
described under "The Trust Fund -- Mortgage Loan Program -- Representations
by Unaffiliated Sellers; Repurchases" or "-- Assignment of Mortgage Loans"
above or repurchased by the Depositor as described under "-- Termination"
below).
With respect to each Buy-Down Loan, if so specified in the related
Prospectus Supplement, the Master Servicer or the related Servicer will deposit
the Buy-Down Funds with respect thereto in a custodial account complying with
the requirements set forth above for the Certificate Account, which, unless
otherwise specified in the related Prospectus Supplement, may be an
interest-bearing account. The amount of such required deposits, together with
investment earnings thereon at the rate specified in the applicable Prospectus
Supplement, will provide sufficient funds to support the full monthly payments
due on such Buy-Down Loan on a level debt service basis. Neither the Master
Servicer nor the Depositor will be obligated to add to the Buy-Down Fund should
investment earnings prove insufficient to maintain the scheduled level of
payments on the Buy-Down Loans. To the extent that any such insufficiency is not
recoverable from the Mortgagor under the terms of the related Mortgage Note,
distributions to Certificateholders will be affected. With respect to each
Buy-Down Loan, the Master Servicer will withdraw from the Buy-Down Fund and
deposit in the Certificate Account on or before each Distribution Date the
amount, if any, for each Buy-Down Loan that, when added to the amount due on
that date from the Mortgagor on such Buy-Down Loan, equals the full monthly
payment that would be due on the Buy-Down Loan if it were not subject to the
buy-down plan.
If the Mortgagor on a Buy-Down Loan prepays such loan in its entirety, or
defaults on such loan and the Mortgaged Property is sold in liquidation thereof,
during the period when the Mortgagor is not obligated, on account of the
buy-down plan, to pay the full monthly payment otherwise due on such loan, the
related Servicer will withdraw from the Buy-Down Fund and deposit in the
Certificate Account the amounts remaining in the Buy-Down Fund with respect to
such Buy-Down Loan. In the event of a default with respect to which a claim,
including accrued interest supplemented by amounts in the Buy-Down Fund with
respect to the related Buy-Down Loan, has been made, the Master Servicer or the
related Servicer will pay an amount equal to the remaining amounts in the
Buy-Down Fund with respect to the related Buy-Down Loan, to the extent the claim
includes accrued interest supplemented by amounts in the Buy-Down Fund, to the
related Pool Insurer or the insurer under the related Primary Insurance Policy
(the "Primary Insurer") if the Mortgaged Property is transferred to the Pool
Insurer or the Primary Insurer, as the case may be, which pays 100% of the
related claim (including accrued interest and expenses) in respect of such
default, to the L/C Bank in consideration of such payment under the related
Letter of Credit, or to the guarantor or other person which pays the same
pursuant to Alternative Credit Support described in the applicable Prospectus
Supplement. In the case of any such prepaid or defaulted Buy-Down Loan the
amounts in the Buy-Down Fund in respect of which were supplemented by investment
earnings, the Master Servicer will withdraw from
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the Buy-Down Fund and remit to the Depositor or the Mortgagor, depending on the
terms of the related buy-down plan, any investment earnings remaining in the
related Buy-Down Fund.
If so specified in the Prospectus Supplement with respect to a Series, in
lieu of, or in addition to the foregoing, the Depositor may deliver cash, a
letter of credit or a guaranteed investment contract to the Trustee to fund the
Buy-Down Fund for such Series, which shall be drawn upon by the Trustee in the
manner and at the times specified in such Prospectus Supplement.
PAYMENTS ON CONTRACTS
A Certificate Account meeting the requirements set forth under "Description
of the Certificates -- Payments on Mortgage Loans" will be established in the
name of the Trustee.
There will be deposited in the Certificate Account on a daily basis the
following payments and collections received or made by it subsequent to the
Cut-off Date (including scheduled payments of principal and interest due after
the Cut-off Date but received by the Master Servicer on or before the Cut-off
Date):
(i) all Obligor payments on account of principal, including principal
prepayments, on the Contracts;
(ii) all Obligor payments on account of interest on the Contracts,
adjusted to the Pass-Through Rate;
(iii) all Liquidation Proceeds received with respect to Contracts or
property acquired in respect thereof by foreclosure or otherwise;
(iv) all Insurance Proceeds received with respect to any Contract,
other than proceeds to be applied to the restoration or repair of the
Manufactured Home or released to the Obligor;
(v) any Advances made as described under "-- Advances" and certain
other amounts required under the Pooling and Servicing Agreement to be
deposited in the Certificate Account;
(vi) all amounts received from Credit Support provided with respect to
a Series of Certificates;
(vii) all proceeds of any Contract or property acquired in respect
thereof repurchased by the Master Servicer, the Depositor or otherwise as
described above or under "-- Termination" below; and
(viii) all amounts, if any, required to be transferred to the
Certificate Account from the Reserve Fund.
COLLECTION OF PAYMENTS ON MORTGAGE CERTIFICATES
The Mortgage Certificates included in the Trust Fund with respect to a
Series of Certificates will be registered in the name of the Trustee so that all
distributions thereon will be made directly to the Trustee. The Pooling and
Servicing Agreement will require the Trustee, if it has not received a
distribution with respect to any Mortgage Certificate by the second business day
after the date on which such distribution was due and payable pursuant to the
terms of such Mortgage Certificate, to request the issuer or guarantor, if any,
of such Mortgage Certificate to make such payment as promptly as possible and
legally permitted and to take such legal action against such issuer or guarantor
as the Trustee deems appropriate under the circumstances, including the
prosecution of any claims in connection therewith. The reasonable legal fees and
expenses incurred by the Trustee in connection with the prosecution of any such
legal action will be reimbursable to the Trustee out of the proceeds of any such
action and will be retained by the Trustee prior to the deposit of any remaining
proceeds in the Certificate Account pending distribution thereof to
Certificateholders of the affected Series. In the event that the Trustee has
reason to believe that the proceeds of any such legal action may be insufficient
to reimburse it for its projected legal fees and expenses, the Trustee will
notify such Certificateholders that it is not obligated to pursue any such
available remedies unless adequate indemnity for its legal fees and expenses is
provided by such Certificateholders.
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DISTRIBUTIONS ON CERTIFICATES
On each Distribution Date with respect to a Series of Certificates as to
which credit support is provided by means other than the creation of a
Subordinated Class or Subclasses and the establishment of a Reserve Fund, the
Master Servicer will withdraw from the applicable Certificate Account funds on
deposit therein and distribute, or, if so specified in the applicable Prospectus
Supplement, will withdraw from the Custodial Account funds on deposit therein
and remit to the Trustee, who will distribute, such funds to Certificateholders
of record on the applicable Record Date. Such distributions shall occur in the
manner described herein under "Description of the Certificates -- Distributions
of Principal and Interest" and in the related Prospectus Supplement. If so
specified in the applicable Prospectus Supplement, the Master Servicer will
withdraw from the applicable Certificate Account funds on deposit therein and
distribute them to the Trustee. Such funds shall consist of the aggregate of all
previously undistributed payments on account of principal (including principal
prepayments, if any) and interest received after the Cut-off Date and on or
prior to the 20th day (or if such day is not a business day, the next preceding
business day) of the month of such distribution or such other day as may be
specified in the related Prospectus Supplement (in either case the
"Determination Date"), except:
(i) all payments that were due on or before the Cut-off Date;
(ii) all principal prepayments received during the month of
distribution and all payments of interest representing interest for the
month of distribution or any portion thereof;
(iii) all payments which represent early receipt (other than
prepayments) of scheduled payments of principal and interest due on a date
or dates subsequent to the first day of the month of distribution;
(iv) amounts received on particular Mortgage Loans or Contracts as
late payments of principal or interest and respecting which the Master
Servicer has made an unreimbursed Advance;
(v) amounts representing reimbursement for other Advances which the
Master Servicer has determined to be otherwise nonrecoverable and amounts
representing reimbursement for certain losses and expenses incurred or
Advances made by the Master Servicer and discussed below; and
(vi) that portion of each collection of interest on a particular
Mortgage Loan in such Mortgage Pool or on a particular Contract in such
Contract Pool that represents (A) servicing compensation to the Master
Servicer, (B) amounts payable to the entity or entities specified in the
applicable Prospectus Supplement or permitted withdrawals from the
Certificate Account out of payments under the Letter of Credit, if any,
with respect to the Series, (C) related Insurance Proceeds or Liquidation
Proceeds, (D) amounts in the Reserve Fund, if any, with respect to the
Series or (E) proceeds of any Alternative Credit Support, each deposited in
the Certificate Account to the extent described under "Description of the
Certificates -- Maintenance of Insurance Policies," "-- Presentation of
Claims," "-- Enforcement of Due-on-Sale Clauses; Realization Upon Defaulted
Mortgage Loans" and "-- Enforcement of Due-on-Sale Clauses; Realization
Upon Defaulted Contracts" or in the applicable Prospectus Supplement.
Except as otherwise specified in the related Prospectus Supplement, no
later than the Business Day immediately preceding the Distribution Date for a
Series of Certificates, the Master Servicer will furnish a statement to the
Trustee setting forth the amount to be distributed on the next succeeding
Distribution Date on account of principal and interest on the Mortgage Loans or
Contracts, stated separately or the information enabling the Trustee to
determine the amount of distribution to be made on the Certificates and a
statement setting forth certain information with respect to the Mortgage Loans
or Contracts.
If so specified in the applicable Prospectus Supplement, the Trustee will
establish and maintain the Certificate Account for the benefit of the holders of
the Certificates of the related Series in which the Trustee shall deposit, as
soon as practicable after receipt, each distribution made to the Trustee by the
Master Servicer, as set forth above, with respect to the Mortgage Loans or
Contracts, any distribution received by the Trustee with respect to the Mortgage
Certificates, if any, included in the Trust Fund and deposits from any Reserve
Fund or GPM Fund. If so specified in the applicable Prospectus Supplement, prior
to making any
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distributions to Certificateholders, any portion of the distribution on the
Mortgage Certificates that represents servicing compensation, if any, payable to
the Trustee shall be deducted and paid to the Trustee.
Funds on deposit in the Certificate Account may be invested in Eligible
Investments maturing in general not later than the Business Day preceding the
next Distribution Date. Unless otherwise provided in the Prospectus Supplement,
all income and gain realized from any such investment will be for the benefit of
the Master Servicer. The Master Servicer will be required to deposit the amount
of any losses incurred with respect to such investments out of its own funds,
when realized. The Certificate Account established pursuant to the Deposit Trust
Agreement shall be a non-interest bearing account or accounts.
The timing and method of distribution of funds in the Certificate Account
to Classes or Subclasses of Certificates having differing terms, whether
subordinated or not, to the extent not described herein, shall be 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 of Multi-Class Certificates that do not
provide for monthly Distribution Dates may receive Special Distributions in
reduction of Stated Principal Balance ("Special Distributions") in any month,
other than a month in which a Distribution Date occurs, if, as a result of
principal prepayments on the Trust Assets in the related Trust Fund and/or low
reinvestment yields, the Trustee determines, based on assumptions specified in
the related Pooling and Servicing Agreement, that the amount of cash anticipated
to be on deposit in the Certificate Account on the next Distribution Date for
such Series and available to be distributed to the holders of the Certificates
of such Classes or Subclasses may be less than the sum of (i) the interest
scheduled to be distributed to holders of the Certificates of such Classes or
Subclasses and (ii) the amount to be distributed in reduction of Stated
Principal Balance or such Certificates on such Distribution Date. Any such
Special Distributions will be made in the same priority and manner as
distributions in reduction of Stated Principal Balance would be made on the next
Distribution Date.
REPORTS TO CERTIFICATEHOLDERS
Unless otherwise specified or modified in the related Prospectus Supplement
for each Series, the Master Servicer or the Trustee will include with each
distribution to Certificateholders of record of such Series, or within a
reasonable time thereafter, a statement generally setting forth, among other
things, the following information, if applicable (per each Certificate, as to
(i) through (iii) or (iv) through (vi) below, as applicable):
(i) to each holder of a Certificate, other than a Multi-Class
Certificate or Residual Certificate, the amount of such distribution
allocable to principal of the Trust Assets, separately identifying the
aggregate amount of any Principal Prepayments included therein, and the
portion, if any, advanced by a Servicer or the Master Servicer;
(ii) to each holder of a Certificate, other than a Multi-Class
Certificate or Residual Certificate, the amount of such distribution
allocable to interest on the related Trust Assets and the portion, if any,
advanced by a Servicer or the Master Servicer;
(iii) to each holder of a Certificate, the amount of servicing
compensation with respect to the related Trust Assets and such other
customary information as the Master Servicer deems necessary or desirable
to enable Certificateholders to prepare their tax returns;
(iv) to each holder of a Multi-Class Certificate on which an interest
distribution and a distribution in reduction of Stated Principal Balance
are then being made, the amount of such interest distribution and
distribution in reduction of Stated Principal Balance, and the Stated
Principal Balance of each Class after giving effect to the distribution in
reduction of Stated Principal Balance made on such Distribution Date or on
any Special Distribution Date occurring subsequent to the last report;
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(v) to each holder of a Multi-Class Certificate on which a
distribution of interest only is then being made, the aggregate Stated
Principal Balance of Certificates outstanding of each Class or Subclass
after giving effect to the distribution in reduction of Stated Principal
Balance made on such Distribution Date and on any Special Distribution Date
occurring subsequent to the last such report and after including in the
aggregate Stated Principal Balance the Stated Principal Balance of the
Compound Interest Certificates, if any, outstanding and the amount of any
accrued interest added to the Compound Value of such Compound Interest
Certificates on such Distribution Date;
(vi) to each holder of a Compound Interest Certificate (but only if
such holder shall not have received a distribution of interest on such
Distribution Date equal to the entire amount of interest accrued on such
Certificate with respect to such Distribution Date):
(a) the information contained in the report delivered pursuant to
clause (v) above;
(b) the interest accrued on such Class or Subclass of Compound
Interest Certificates with respect to such Distribution Date and added
to the Compound Value of such Compound Interest Certificate; and
(c) the Stated Principal Balance of such Class or Subclass of
Compound Interest Certificates after giving effect to the addition
thereto of all interest accrued thereon;
(vii) in the case of a series of Certificates with a variable
Pass-Through Rate, the weighted average Pass-Through Rate applicable to the
distribution in question;
(viii) the amount or the remaining obligations of an L/C Bank with
respect to a Letter of Credit, after giving effect to the declining amount
available and any payments thereunder and other amounts charged thereto on
the applicable Distribution Date, expressed as a percentage of the amount
reported pursuant to (x) below, and the amount of coverage remaining under
the Pool Insurance Policy, Special Hazard Insurance Policy, Mortgagor
Bankruptcy Bond, or Reserve Fund as applicable, in each case, as of the
applicable Determination Date, after giving effect to any amounts with
respect thereto distributed to Certificateholders on the Distribution Date;
(ix) in the case of a Series of Certificates benefiting from the
Alternative Credit Support described in the related Prospectus Supplement,
the amount of coverage under such Alternative Credit Support as of the
close of business on the applicable Determination Date, after giving effect
to any amounts with respect thereto distributed to Certificateholders on
the Distribution Date;
(x) the aggregate scheduled principal balance of the Trust Assets as
of a date not earlier than such Distribution Date after giving effect to
payments of principal distributed to Certificateholders on the Distribution
Date;
(xi) the book value of any collateral acquired by the Mortgage Pool or
Contract Pool through foreclosure, repossession or otherwise; and
(xii) the number and aggregate principal amount of Mortgage Loans or
Contracts one month and two months delinquent.
In addition, within a reasonable period of time after the end of each
calendar year, the Master Servicer, or the Trustee, if specified in the
applicable Prospectus Supplement, will cause to be furnished to each
Certificateholder of record at any time during such calendar year a report as to
the aggregate of amounts reported pursuant to (i) through (iii) or (iv) through
(vi) above and such other information as in the judgment of the Master Servicer
or the Trustee, as the case may be, is needed for the Certificateholder to
prepare its tax return, as applicable, for such calendar year or, in the event
such person was a Certificateholder of record during a portion of such calendar
year, for the applicable portion of such year.
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ADVANCES
Unless otherwise stated in the related Prospectus Supplement, each Servicer
and the Master Servicer (with respect to Mortgage Loans or Contracts serviced by
it and with respect to Advances required to be made by the Servicers that were
not so made) will be obligated to advance funds in an amount equal to the
aggregate scheduled installments of payments of principal and interest (adjusted
to the applicable Pass-Through Rate) that were due on the Due Date with respect
to a Mortgage Loan or Contract and that were delinquent (including any payments
that have been deferred by the Servicer or the Master Servicer) as of the close
of business on the date specified in the Pooling and Servicing Agreement, to be
remitted no later than the close of business on the business day immediately
preceding the Distribution Date, subject to (unless otherwise provided in the
applicable Prospectus Supplement) their respective determinations that such
advances are reimbursable under any Letter of Credit, Pool Insurance Policy,
Primary Mortgage Insurance Policy, Mortgagor Bankruptcy Bond, from the proceeds
of Alternative Credit Support, from cash in the Reserve Fund, the Servicing or
Certificate Accounts or otherwise. In making such advances, the Servicers and
Master Servicer will endeavor to maintain a regular flow of scheduled interest
and principal payments to the Certificateholders, rather than to guarantee or
insure against losses. Any such Advances are reimbursable to the Servicer or
Master Servicer out of related recoveries on the Mortgage Loans respecting which
such amounts were advanced. In addition, such Advances are reimbursable from
cash in the Reserve Fund, the Servicing or Certificate Accounts to the extent
that the Servicer or the Master Servicer, as the case may be, shall determine
that any such Advances previously made are not ultimately recoverable. The
Servicers and the Master Servicer generally will also be obligated to make
advances in respect of certain taxes and insurance premiums not paid by
Mortgagors or Obligors on a timely basis and, to the extent deemed recoverable,
foreclosure costs, including reasonable attorney's fees. Funds so advanced are
reimbursable out of recoveries on the related Mortgage Loans. This right of
reimbursement for any Advance will be prior to the rights of the
Certificateholders to receive any amounts recovered with respect to such
Mortgage Loans or Contracts. Unless otherwise provided in the applicable
Prospectus Supplement, the Servicers and the Master Servicer will also be
required to advance an amount necessary to provide a full month's interest
(adjusted to the applicable Pass-Through Rate) in connection with full or
partial prepayments, liquidations, defaults and repurchases of the Mortgage
Loans or Contracts. Any such Advances will not be reimbursable to the Servicers
or the Master Servicer.
COLLECTION AND OTHER SERVICING PROCEDURES
The Master Servicer, directly or through the Servicers, as the case may be,
will make reasonable efforts to collect all payments called for under the
Mortgage Loans or Contracts and will, consistent with the applicable Pooling and
Servicing Agreement and any applicable Letter of Credit, Pool Insurance Policy,
Special Hazard Insurance Policy, Primary Mortgage Insurance Policy, Mortgagor
Bankruptcy Bond, or Alternative Credit Support, follow such collection
procedures as it follows with respect to mortgage loans or contracts serviced by
it that are comparable to the Mortgage Loans or Contracts, except when, in the
case of FHA or VA Loans, applicable regulations require otherwise. Consistent
with the above, the Master Servicer may, in its discretion, waive any late
payment charge or any prepayment charge or penalty interest in connection with
the prepayment of a Mortgage Loan or Contract or extend the due dates for
payments due on a Mortgage Note or Contract for a period of not greater than 270
days, provided that the insurance coverage for such Mortgage Loan or Contract or
the coverage provided by any Letter of Credit or any Alternative Credit Support,
will not be adversely affected.
Under the Pooling and Servicing Agreement, the Master Servicer, either
directly or through Servicers, to the extent permitted by law, may establish and
maintain an escrow account (the "Escrow Account") in which Mortgagors or
Obligors will be required to deposit amounts sufficient to pay taxes,
assessments, mortgage and hazard insurance premiums and other comparable items.
This obligation may be satisfied by the provision of insurance coverage against
loss occasioned by the failure to escrow insurance premiums rather than causing
such escrows to be made. Withdrawals from the Escrow Account may be made to
effect timely payment of taxes, assessments, mortgage and hazard insurance, to
refund to Mortgagors or Obligors amounts determined to be overages, to pay
interest to Mortgagors or Obligors on balances in the Escrow Account, if
required, and
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to clear and terminate such account. The Master Servicer will be responsible for
the administration of each Escrow Account and will be obliged to make advances
to such accounts when a deficiency exists therein. Alternatively, in lieu of
establishing an Escrow Account, the Servicer may procure a performance bond or
other form of insurance coverage, in an amount acceptable to the Rating Agency
rating the related Series of Certificates, covering loss occasioned by the
failure to escrow such amounts.
MAINTENANCE OF INSURANCE POLICIES
To the extent that the applicable Prospectus Supplement does not expressly
provide for a method of credit support described below under "Credit Support" or
for Alternative Credit Support in lieu of some or all of the insurance coverage
set forth below, the following paragraphs on insurance shall apply.
STANDARD HAZARD INSURANCE
To the extent specified in a related Prospectus Supplement, the terms of
each Servicing Agreement will require the Servicer to cause to be maintained for
each Mortgage Loan or Contract that it services (and the Master Servicer will be
required to maintain for each Mortgage Loan or Contract serviced by it directly)
a policy of standard hazard insurance (a "Standard Hazard Insurance Policy")
covering the Mortgaged Property underlying such Mortgage Loan or Manufactured
Home underlying such Contract in an amount at least equal to the maximum
insurable value or the improvements securing such Mortgage Loan or Contract or
the principal balance of such Mortgage Loan or Contract, whichever is less. Each
Servicer or the Master Servicer, as the case may be, shall also maintain on
property acquired upon foreclosure, or deed in lieu of foreclosure, of any
Mortgage Loan or Contract, a Standard Hazard Insurance Policy in an amount that
is at least equal to the maximum insurable value of the improvements that are a
part of the Mortgaged Property or Manufactured Home. Any amounts collected by
the Servicer or the Master Servicer under any such policies (other than amounts
to be applied to the restoration or repair of the Mortgaged Property or
Manufactured Home or released to the borrower in accordance with normal
servicing procedures) shall be deposited in the related Servicing Account for
deposit in the Certificate Account or, in the case of the Master Servicer, shall
be deposited directly into the Certificate Account. Any cost incurred in
maintaining any such insurance shall not, for the purpose of calculating monthly
distributions to Certificateholders, be added to the amount owing under the
Mortgage Loan or Contract, notwithstanding that the terms of the Mortgage Loan
or Contract may so permit. Such cost shall be recoverable by the Servicer only
by withdrawal of funds from the Servicing Account or by the Master Servicer only
by withdrawal from the Certificate Account, as described in the Pooling and
Servicing Agreement. No earthquake or other additional insurance is to be
required of any borrower or maintained on property acquired in respect of a
Mortgage Loan or Contract, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. When the Mortgaged Property or Manufactured Home is
located at the time of origination of the Mortgage Loan or Contract in a
federally designated flood area, the related Servicer (or the Master Servicer,
in the case of each Mortgage Loan or Contract serviced by it directly) will
cause flood insurance to be maintained, to the extent available, in those areas
where flood insurance is required under the National Flood Insurance Act of
1968, as amended.
The Depositor will not require that a standard hazard or flood insurance
policy be maintained on the Cooperative Dwelling relating to any Cooperative
Loan. Generally, the cooperative corporation itself is responsible for
maintenance of hazard insurance for the property owned by the cooperative and
the tenant-stockholders of that cooperative do not maintain individual hazard
insurance policies. To the extent, however, that a Cooperative and the related
borrower on a Cooperative Loan do not maintain such insurance or do not maintain
adequate coverage or any insurance proceeds are not applied to the restoration
of damaged property, any damage to such borrower's Cooperative Dwelling or such
Cooperative's building could significantly reduce the value of the collateral
securing such Cooperative Loan to the extent not covered by other credit
support.
The Pooling and Servicing Agreement will require the Master Servicer to
perform the aforementioned obligations of the Servicer in the event the Servicer
fails to do so. In the event that the Master Servicer obtains and maintains a
blanket policy insuring against hazard losses on all of the related Mortgage
Loans or Contracts, it will conclusively be deemed to have satisfied its
obligations to cause to be maintained a Standard
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Hazard Insurance Policy for each Mortgage Loan or Contract that it services.
This blanket policy may contain a deductible clause, in which case the Master
Servicer will, in the event that there has been a loss that would have been
covered by such policy absent such deductible, deposit in the Certificate
Account the amount not otherwise payable under the blanket policy because of the
application of such deductible clause.
Since the amount of hazard insurance to be maintained on the improvements
securing the Mortgage Loans or Contracts may decline as the principal balances
owing thereon decrease, and since residential properties have historically
appreciated in value over time, in the event of partial loss, hazard insurance
proceeds may be insufficient to fully restore the damaged Mortgaged Property or
Manufactured Home. See "Description of Insurance -- Special Hazard Insurance
Policies" for a description of the limited protection afforded by a Special
Hazard Insurance Policy against losses occasioned by certain hazards that are
otherwise uninsured against as well as against losses caused by the application
of the coinsurance provisions contained in the Standard Hazard Insurance
Policies.
SPECIAL HAZARD INSURANCE
If so specified in the related Prospectus Supplement, the Master Servicer
will be required to exercise its best reasonable efforts to maintain the Special
Hazard Insurance Policy, if any, with respect to a Series of Certificates in
full force and effect, unless coverage thereunder has been exhausted through
payment of claims, and will pay the premium for the Special Hazard Insurance
Policy on a timely basis; provided, however, that the Master Servicer shall be
under no such obligation if coverage under the Pool Insurance Policy with
respect to such Series has been exhausted. In the event that the Special Hazard
Insurance Policy is cancelled or terminated for any reason (other than the
exhaustion of total policy coverage), the Master Servicer will exercise its best
reasonable efforts to obtain from another insurer a replacement policy
comparable to the Special Hazard Insurance Policy with a total coverage that is
equal to the then existing coverage of the Special Hazard Insurance Policy;
provided that if the cost of any such replacement policy is greater than the
cost of the terminated Special Hazard Insurance Policy, the amount of coverage
under the replacement Special Hazard Insurance Policy may be reduced to a level
such that the applicable premium will not exceed the cost of the Special Hazard
Insurance Policy that was replaced. Certain characteristics of the Special
Hazard Insurance Policy are described under "Description of Insurance -- Special
Hazard Insurance Policies."
POOL INSURANCE
To the extent specified in a related Prospectus Supplement, the Master
Servicer will exercise its best reasonable efforts to maintain a Pool Insurance
Policy with respect to a Series of Certificates in effect throughout the term of
the Pooling and Servicing Agreement, unless coverage thereunder has been
exhausted through payment of claims, and will pay the premiums for such Pool
Insurance Policy on a timely basis. In the event that the Pool Insurer ceases to
be a qualified insurer because it is not qualified to transact a mortgage
guaranty insurance business under the laws of the state of its principal place
of business or any other state which has jurisdiction over the Pool Insurer in
connection with the Pool Insurance Policy, or if the Pool Insurance Policy is
cancelled or terminated for any reason (other than the exhaustion of total
policy coverage), the Master Servicer will exercise its best reasonable efforts
to obtain a replacement policy of pool insurance comparable to the Pool
Insurance Policy and may obtain, under the circumstances described above with
respect to the Special Hazard Insurance Policy, a replacement policy with
reduced coverage. In the event the Pool Insurer ceases to be a qualified insurer
because it is not approved as an insurer by FHLMC, FNMA or any successors
thereto, the Master Servicer will agree to review, not less often than monthly,
the financial condition of the Pool Insurer with a view towards determining
whether recoveries under the Pool Insurance Policy are jeopardized and, if so,
will exercise its best reasonable efforts to obtain from another qualified
insurer a replacement insurance policy under the above-stated limitations.
Certain characteristics of the Pool Insurance Policy are described under
"Description of Insurance -- Pool Insurance Policies."
PRIMARY MORTGAGE INSURANCE
To the extent specified in the related Prospectus Supplement, the Master
Servicer will be required to keep in force and effect for each Mortgage Loan
secured by Single Family Property serviced by it directly, and
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each Servicer of a Mortgage Loan secured by Single Family Property will be
required to keep in full force and effect with respect to each such Mortgage
Loan serviced by it, in each case to the extent required by the underwriting
standards of the Depositor, a Primary Mortgage Insurance Policy issued by a
qualified insurer (the "Primary Mortgage Insurer") with regard to each Mortgage
Loan for which such coverage is required pursuant to the applicable Servicing
Agreement and the Pooling and Servicing Agreement and to act on behalf of the
Trustee (the "Insured") under each such Primary Mortgage Insurance Policy.
Neither the Servicer nor the Master Servicer will cancel or refuse to renew any
such Primary Mortgage Insurance Policy in effect at the date of the initial
issuance of a Series of Certificates that is required to be kept in force under
the Pooling and Servicing Agreement or applicable Servicing Agreement unless the
replacement Primary Mortgage Insurance Policy for such cancelled or non-renewed
policy is maintained with an insurer whose claims-paying ability is acceptable
to the Rating Agency rating the Certificates. See "Description of
Insurance -- Primary Mortgage Insurance Policies."
MORTGAGOR BANKRUPTCY BOND
If so specified in the related Prospectus Supplement, the Master Servicer
will exercise its best reasonable efforts to maintain a Mortgagor Bankruptcy
Bond for a Series of Certificates in full force and effect throughout the term
of the Pooling and Servicing Agreement, unless coverage thereunder has been
exhausted through payment of claims, and will pay the premiums for such
Mortgagor Bankruptcy Bond on a timely basis. At the request of the Depositor,
coverage under a Mortgagor Bankruptcy Bond will be cancelled or reduced by the
Master Servicer to the extent permitted by the Rating Agency rating the related
Series of Certificates, provided that such cancellation or reduction does not
adversely affect the then current rating of such Series. See "Description of
Insurance -- Mortgagor Bankruptcy Bond."
PRESENTATION OF CLAIMS
The Master Servicer, on behalf of itself, the Trustee and the
Certificateholders, will present claims to HUD, the VA, the Pool Insurer, the
Special Hazard Insurer, the issuer of the Mortgagor Bankruptcy Bond, and each
Primary Mortgage Insurer, as applicable, and take such reasonable steps as are
necessary to permit recovery under such insurance policies or Mortgagor
Bankruptcy Bond, if any, with respect to a Series concerning defaulted Mortgage
Loans or Contracts or Mortgage Loans or Contracts that are the subject of a
bankruptcy proceeding. All collections by the Master Servicer under any FHA
insurance or VA guarantee, any Pool Insurance Policy, any Primary Mortgage
Insurance Policy or any Mortgagor Bankruptcy Bond and, where the related
property has not been restored, any Special Hazard Insurance Policy, are to be
deposited in the Certificate Account, subject to withdrawal as heretofore
described. In those cases in which a Mortgage Loan or Contract is serviced by a
Servicer, the Servicer, on behalf of itself, the Trustee and the
Certificateholders, will present claims to the applicable Primary Mortgage
Insurer and to the FHA and the VA, as applicable, and all collections thereunder
shall be deposited in the Servicing Account, subject to withdrawal, as set forth
above, for deposit in the Certificate Account.
If any property securing a defaulted Mortgage Loan or Contract is damaged
and proceeds, if any, from the related Standard Hazard Insurance Policy or the
applicable Special Hazard Insurance Policy are insufficient to restore the
damaged property to a condition sufficient to permit recovery under any Pool
Insurance Policy or any Primary Mortgage Insurance Policy, neither the related
Servicer nor the Master Servicer, as the case may be, will be required to expend
its own funds to restore the damaged property unless it determines, and, in the
case of a determination by a Servicer, the Master Servicer agrees, (i) that such
restoration will increase the proceeds to Certificateholders on liquidation of
the Mortgage Loan or Contract after reimbursement of the expenses incurred by
the Servicer or the Master Servicer, as the case may be, and (ii) that such
expenses will be recoverable through proceeds of the sale of the Mortgaged
Property or proceeds of any related Pool Insurance Policy, any related Primary
Mortgage Insurance Policy or otherwise.
If recovery under a Pool Insurance Policy or any related Primary Mortgage
Insurance Policy is not available because the related Servicer or the Master
Servicer has been unable to make the above determinations or otherwise, the
Servicer or the Master Servicer is nevertheless obligated to follow such normal
practices and procedures as are deemed necessary or advisable to realize upon
the defaulted Mortgage
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Loan. If the proceeds of any liquidation of the Mortgaged Property or
Manufactured Home are less than the principal balance of the defaulted Mortgage
Loan or Contract, respectively, plus interest accrued thereon at the
Pass-Through Rate, and if coverage under any other method of credit support with
respect to such Series is exhausted, the related Trust Fund will realize a loss
in the amount of such difference plus the aggregate of expenses incurred by the
Servicer or the Master Servicer in connection with such proceedings and which
are reimbursable under the related Servicing Agreement or the Pooling and
Servicing Agreement. In the event that any such proceedings result in a total
recovery that is, after reimbursement to the Servicer or the Master Servicer of
its expenses, in excess of the principal balance of the related Mortgage Loan or
Contract, together with accrued and unpaid interest thereon at the applicable
Pass-Through Rates, the Servicer and the Master Servicer will be entitled to
withdraw amounts representing normal servicing compensation on such Mortgage
Loan or Contract from the Servicing Account or the Certificate Account, as the
case may be.
ENFORCEMENT OF DUE-ON-SALE CLAUSES; REALIZATION UPON DEFAULTED MORTGAGE LOANS
Each Servicing Agreement and the Pooling and Servicing Agreement with
respect to Certificates representing interests in a Mortgage Pool will provide
that, when any Mortgaged Property has been conveyed by the borrower, such
Servicer or the Master Servicer, as the case may be, will, to the extent it has
knowledge of such conveyance, exercise its rights to accelerate the maturity of
such Mortgage Loan under any "due-on-sale" clause applicable thereto, if any,
unless it reasonably believes that such enforcement is not exercisable under
applicable law or regulations or if such exercise would result in loss of
insurance coverage with respect to such Mortgage Loan. In either case, where the
due-on-sale clause will not be exercised, the Servicer or the Master Servicer is
authorized to take or enter into an assumption and modification agreement from
or with the person to whom such Mortgaged Property has been or is about to be
conveyed, pursuant to which such person becomes liable under the Mortgage Note
and, unless prohibited by applicable state law, the Mortgagor remains liable
thereon, provided that the Mortgage Loan will continue to be covered by any Pool
Insurance Policy and any related Primary Mortgage Insurance Policy. In the case
of an FHA Loan, such an assumption can occur only with HUD approval of the
substitute Mortgagor. Each Servicer and the Master Servicer will also be
authorized, with the prior approval of the Insurer under any required insurance
policies, to enter into a substitution of liability agreement with such person,
pursuant to which the original Mortgagor is released from liability and such
person is substituted as Mortgagor and becomes liable under the Mortgage Note.
Under the Servicing Agreements and the Pooling and Servicing Agreement, the
Servicer or the Master Servicer, as the case may be, will foreclose upon or
otherwise comparably convert the ownership of properties securing such of the
related Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, the Servicer or the Master
Servicer will follow such practices and procedures as are deemed necessary or
advisable and as shall be normal and usual in its general mortgage servicing
activities and in accordance with FNMA guidelines, except when, in the case of
FHA or VA Loans, applicable regulations require otherwise. However, neither the
Servicer nor the Master Servicer will be required to expend its own funds in
connection with any foreclosure or towards the restoration of any property
unless it determines and, in the case of a determination by a Servicer, the
Master Servicer agrees (i) that such restoration and/or foreclosure will
increase the proceeds of liquidation of the related Mortgage Loan to
Certificateholders after reimbursement to itself for such expenses and (ii) that
such expenses will be recoverable to it either through Liquidation Proceeds,
Insurance Proceeds, payments under the Letter of Credit, or amounts in the
Reserve Fund, if any, with respect to the related Series, or otherwise.
Any prospective purchaser of a Cooperative Dwelling will generally be
required to obtain the approval of the board of directors of the related
Cooperative before purchasing the shares and acquiring rights under the
proprietary lease or occupancy agreement securing the Cooperative Loan. See
"Certain Legal Aspects of the Mortgage Loans and Contracts -- The Mortgage
Loans -- Foreclosure" herein. This approval is usually based on the purchaser's
income and net worth and numerous other factors. Although the Cooperative's
approval is unlikely to be unreasonably withheld or delayed, the necessity of
acquiring such approval could limit the number of potential purchasers for those
shares and otherwise limit the Trust Fund's ability to sell and realize the
value of those shares.
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The market value of any Multifamily Property obtained in foreclosure or by
deed in lieu of foreclosure will be based substantially on the operating income
obtained from renting the dwelling units. Since a default on a Mortgage Loan
secured by Multifamily Property is likely to have occurred because operating
income, net of expenses, is insufficient to make debt service payments on the
related Mortgage Loan, it can be anticipated that the market value of such
property will be less than was anticipated when such Mortgage Loan was
originated. To the extent that the equity in the property does not absorb the
loss in market value and such loss is not covered by other credit support, a
loss may be experienced by the related Trust Fund. With respect to Multifamily
Property consisting of an apartment building owned by a Cooperative, the
Cooperative's ability to meet debt service obligations on the Mortgage Loan, as
well as all other operating expenses, will be dependent in large part on the
receipt of maintenance payments from the tenant-stockholders, as well as any
rental income from units or commercial areas the Cooperative might control.
Unanticipated expenditures may in some cases have to be paid by special
assessments of the tenant-stockholders. The Cooperative's ability to pay the
principal amount of the Mortgage Loan at maturity may depend on its ability to
refinance the Mortgage Loan. The Depositor, the Unaffiliated Seller and the
Master Servicer will have no obligation to provide refinancing for any such
Mortgage Loan.
ENFORCEMENT OF "DUE-ON-SALE" CLAUSES; REALIZATION UPON DEFAULTED CONTRACTS
Each Servicing Agreement and Pooling and Servicing Agreement with respect
to Certificates representing interests in a Contract Pool will provide that,
when any Manufactured Home securing a Contract is about to be conveyed by the
Obligor, the Master Servicer, to the extent it has knowledge of such prospective
conveyance and prior to the time of the consummation of such conveyance, may
exercise its rights to accelerate the maturity of such Contract under the
applicable "due-on-sale" clause, if any, unless it is not exercisable under
applicable law. In such case, the Master Servicer is authorized to take or enter
into an assumption agreement from or with the person to whom such Manufactured
Home has been or is about to be conveyed, pursuant to which such person becomes
liable under the Contract and, unless determined to be materially adverse to the
interests of Certificateholders, with the prior approval of the Pool Insurer, if
any, to enter into a substitution of liability agreement with such person,
pursuant to which the original Obligor is released from liability and such
person is substituted as Obligor and becomes liable under the Contract. Where
authorized by the Contract, the APR may be increased, upon assumption, to the
then-prevailing market rate, but shall not be decreased.
Under the Servicing Agreement or the Pooling and Servicing Agreement, the
Master Servicer will repossess or otherwise comparably convert the ownership of
properties securing such of the related Manufactured Homes as come into and
continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments. In connection with such repossession or other
conversion, the Servicer or Master Servicer will follow such practices and
procedures as it shall deem necessary or advisable and as shall be normal and
usual in its general Contract servicing activities. The Servicer or Master
Servicer, however, will not be required to expend its own funds in connection
with any repossession or towards the restoration of any property unless it
determines (i) that such restoration or repossession will increase the proceeds
of liquidation of the related Contract to the Certificateholders after
reimbursement to itself for such expenses and (ii) that such expenses will be
recoverable to it either through liquidation proceeds or through insurance
proceeds.
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
Under the Pooling and Servicing Agreement for a Series of Certificates, the
Depositor or the person or entity specified in the related Prospectus Supplement
and any Master Servicer will be entitled to receive an amount described in such
Prospectus Supplement. The Master Servicer's primary compensation generally will
be equal to the difference, with respect to each interest payment on a Mortgage
Loan, between the Mortgage Rate and the Pass-Through Rate for the related
Mortgage Pool and with respect to each interest payment on a Contract, between
the APR and the Pass-Through Rate for the related Contract (less any servicing
compensation payable to the Servicer of the related Mortgage Loan or Contract,
if any, as set forth below, and the amount, if any, payable to the Depositor or
to the person or entity specified in the applicable Prospectus
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Supplement). As compensation for its servicing duties, a Servicer will be
entitled to receive a monthly servicing fee in the amount specified in the
related Servicing Agreement. Such servicing compensation shall be payable by
withdrawal from the related Servicing Account prior to deposit in the
Certificate Account. Each Servicer (with respect to the Mortgage Loans or
Contracts serviced by it) and the Master Servicer will be entitled to servicing
compensation out of Insurance Proceeds, Liquidation Proceeds, or Letter of
Credit payments. Additional servicing compensation in the form of prepayment
charges, assumption fees, late payment charges or otherwise shall be retained by
the Servicers and the Master Servicer to the extent not required to be deposited
in the Certificate Account.
The Servicers and the Master Servicer, unless otherwise specified in the
related Prospectus Supplement, will pay from their servicing compensation
certain expenses incurred in connection with the servicing of the Mortgage Loans
or Contracts, including, without limitation, payment of the Insurance Policy
premiums and, in the case of the Master Servicer, fees or other amounts payable
for any Alternative Credit Support, payment of the fees and disbursements of the
Trustee (and any custodian selected by the Trustee), the Certificate Register
and independent accountants and payment of expenses incurred in enforcing the
obligations of Servicers and Unaffiliated Sellers. Certain of these expenses may
be reimbursable by the Depositor pursuant to the terms of the Pooling and
Servicing Agreement. In addition, the Master Servicer will be entitled to
reimbursement of expenses incurred in enforcing the obligations of Servicers and
Unaffiliated Sellers under certain limited circumstances.
As set forth in the preceding section, the Servicers and the Master
Servicer will be entitled to reimbursement for certain expenses incurred by them
in connection with the liquidation of defaulted Mortgage Loans or Contracts. The
related Trust Fund will suffer no loss by reason of such expenses to the extent
claims are fully paid under the Letter of Credit, if any, the related insurance
policies, from amounts in the Reserve Fund or under any applicable Alternative
Credit Support described in a Prospectus Supplement. In the event, however, that
claims are either not made or fully paid under such Letter of Credit, Insurance
Policies or Alternative Credit Support, or if coverage thereunder has ceased, or
if amounts in the Reserve Fund are not sufficient to fully pay such losses, the
related Trust Fund will suffer a loss to the extent that the proceeds of the
liquidation proceedings, after reimbursement of the expenses of the Servicers or
the Master Servicer, as the case may be, are less than the principal balance of
the related Mortgage Loan or Contract. In addition, the Servicers and the Master
Servicer will be entitled to reimbursement of expenditures incurred by them in
connection with the restoration of a Mortgaged Property, Cooperative Dwelling or
Manufactured Home, such right of reimbursement being prior to the rights of the
Certificateholders to receive any payments under the Letter of Credit, or from
any related Insurance Proceeds, Liquidation Proceeds, amounts in the Reserve
Fund or any proceeds of Alternative Credit Support.
Under the Deposit Trust Agreement, the Trustee will be entitled to deduct,
from distributions of interest with respect to the Mortgage Certificates, a
specified percentage of the unpaid principal balance of each Mortgage
Certificate as servicing compensation. The Trustee shall be required to pay all
expenses, except as expressly provided in the Deposit Trust Agreement, subject
to limited reimbursement as provided therein.
EVIDENCE AS TO COMPLIANCE
The Master Servicer will deliver to the Depositor and the Trustee, on or
before the date specified in the Pooling and Servicing Agreement, an Officer's
Certificate stating that (i) a review of the activities of the Master Servicer
and the Servicers during the preceding calendar year and of its performance
under the Pooling and Servicing Agreement has been made under the supervision of
such officer, and (ii) to the best of such officer's knowledge, based on such
review, the Master Servicer and each Servicer has fulfilled all its obligations
under the Pooling and Servicing Agreement and the applicable Servicing Agreement
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof. Such Officer's Certificate shall be accompanied by a
statement of a firm of independent public accountants to the effect that, on the
basis of an examination of certain documents and records relating to servicing
of the Mortgage Loans or Contract, conducted in accordance with generally
accepted accounting principles in the mortgage banking industry, the servicing
of the Mortgage Loans or Contract was conducted in compliance with the
provisions of the Pooling and
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Servicing Agreement and the Servicing Agreements, except for such exceptions as
such firm believes it is required to report.
CERTAIN MATTERS REGARDING THE MASTER SERVICER, THE DEPOSITOR AND THE TRUSTEE
The Master Servicer under each Pooling and Servicing Agreement will be
named in the applicable Prospectus Supplement. The entity acting as Master
Servicer may be an Unaffiliated Seller and have other normal business
relationships with the Depositor and/or affiliates of the Depositor and may be
an affiliate of the Depositor. In the event there is no Master Servicer under a
Pooling and Servicing Agreement, all servicing of Mortgage Loans or Contracts
will be performed by a Servicer pursuant to a Servicing Agreement.
The Master Servicer may not resign from its obligations and duties under
the Pooling and Servicing 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
Master Servicer's obligations and duties under the Pooling and Servicing
Agreement.
The Trustee under each Pooling and Servicing Agreement or Deposit Trust
Agreement will be named in the applicable Prospectus Supplement. The commercial
bank or trust company serving as Trustee may have normal banking relationships
with the Depositor and/or its affiliates and with the Master Servicer and/or its
affiliates.
The Trustee may resign from its obligations under the Pooling and Servicing
Agreement at any time, in which event a successor trustee will be appointed. In
addition, the Depositor may remove the Trustee if the Trustee ceases to be
eligible to act as Trustee under the Pooling and Servicing Agreement or if the
Trustee becomes insolvent, at which time the Depositor will become obligated to
appoint a successor Trustee. The Trustee may also be removed at any time by the
holders of Certificates evidencing voting rights aggregating not less than 50%
of the voting rights evidenced by the Certificates of such Series. Any
resignation and removal of the Trustee, and the appointment of a successor
trustee, will not become effective until acceptance of such appointment by the
successor Trustee.
The Trustee may resign at any time from its obligations and duties under
the Deposit Trust Agreement by executing an instrument in writing resigning as
Trustee, filing the same with the Depositor, mailing a copy of a notice of
resignation to all Certificateholders then of record, and appointing a qualified
successor trustee. No such resignation will become effective until the successor
trustee has assumed the Trustee's obligations and duties under the Deposit Trust
Agreement.
Each Pooling and Servicing Agreement and Deposit Trust Agreement will also
provide that neither the Depositor nor the Master Servicer nor any director,
officer, employee or agent of the Depositor or the Master Servicer or the
Trustee, or any responsible officers of the Trustee will be under any liability
to the Certificateholders, for the taking of any action or for refraining from
the taking of any action in good faith pursuant to the Pooling and Servicing
Agreement, or for errors in judgment; provided, however, that none of the
Depositor, the Master Servicer or the Trustee nor any such person will be
protected against, in the case of the Master Servicer and the Depositor, any
breach of representations or warranties made by them, and in the case of the
Master Servicer, the Depositor and the Trustee, against any liability that would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of its duties or by reason of reckless disregard of its
obligations and duties thereunder. Each Pooling and Servicing Agreement and
Deposit Trust Agreement will further provide that the Depositor, the Master
Servicer and the Trustee and any director, officer and employee or agent of the
Depositor, the Master Servicer or the Trustee shall be entitled to
indemnification, by the Trust Fund in the case of the Depositor and Master
Servicer and by the Master Servicer in the case of the Trustee and will be held
harmless against any loss, liability or expense incurred in connection with any
legal action relating to the applicable Agreement or the Certificates and in the
case of the Trustee, resulting from any error in any tax or information return
prepared by the Master Servicer or from the exercise of any power of attorney
granted pursuant to the Pooling and Servicing Agreement, other than any loss,
liability or expense related to any specific Mortgage Loan, Contract or Mortgage
Certificate (except any such loss, liability or expense otherwise reimbursable
pursuant to the applicable Agreement) and any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of
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their duties thereunder or by reason of reckless disregard of their obligations
and duties thereunder. In addition, each Agreement will provide that neither the
Depositor nor the Master Servicer, as the case may be, will be under any
obligation to appear in, prosecute or defend any legal action that is not
incidental to its duties under the Agreement and that in its opinion may involve
it in any expense or liability. The Depositor or the Master Servicer may,
however, in their discretion, undertake any such action deemed by them necessary
or desirable with respect to the applicable Agreement and the rights and duties
of the parties thereto and the interests of the Certificateholders thereunder.
In such event, the legal expenses and costs of such action and any liability
resulting therefrom will be expenses, costs and liabilities of the Trust Fund,
and the Master Servicer or the Depositor, as the case may be, will be entitled
to be reimbursed therefor out of the Certificate Account.
DEFICIENCY EVENT
To the extent a deficiency event is specified in the related Prospectus
Supplement, a deficiency event (a "Deficiency Event") with respect to the
Certificates of each Series may be defined in the Pooling and Servicing
Agreement as being the inability of the Trustee to distribute to holders of one
or more Classes of Certificates of such Series, in accordance with the terms
thereof and the Pooling and Servicing Agreement, any distribution of principal
or interest thereon when and as distributable, in each case because of the
insufficiency for such purpose of the funds then held in the related Trust Fund.
To the extent a deficiency event is specified in the related Prospectus
Supplement, upon the occurrence of a Deficiency Event, the Trustee is required
to determine whether or not the application on a monthly basis (regardless of
the frequency of regular Distribution Dates) of all future scheduled payments on
the Mortgage Loans, Contracts and Mortgage Certificates included in the related
Trust Fund and other amount receivable with respect to such Trust Fund towards
payments on such Certificates in accordance with the priorities as to
distributions of principal and interest set forth in such Certificates will be
sufficient to make distributions of interest at the applicable Interest Rates
and to distribute in full the principal balance of each such Certificate on or
before the latest Final Distribution Date of any outstanding Certificates of
such Series.
To the extent a deficiency event is specified in the related Prospectus
Supplement, the Trustee will obtain and rely upon an opinion or report of a firm
of independent accountants of recognized national reputation as to the
sufficiency of the amounts receivable with respect to such Trust Fund to make
such distributions on the Certificates, which opinion or report will be
conclusive evidence as to such sufficiency. Pending the making of any such
determination, distributions on the Certificates shall continue to be made in
accordance with their terms.
To the extent a deficiency event is specified in the related Prospectus
Supplement, in the event that the Trustee makes a positive determination, the
Trustee will apply all amounts received in respect of the related Trust Fund
(after payment of fees and expenses of the Trustee and accountants for the Trust
Fund) to distributions on the Certificates of such Series in accordance with
their terms, except that such distributions shall be made monthly and without
regard to the amount of principal that would otherwise be distributable on any
Distribution Date. Under certain circumstances following such positive
determination, the Trustee may resume making distributions on such Certificates
expressly in accordance with their terms.
To the extent a deficiency event is specified in the related Prospectus
Supplement, if the Trustee is unable to make the positive determination
described above, the Trustee will apply all amounts received in respect of the
related Trust Fund (after payment of Trustee and accountants' fees and expenses)
to monthly distributions on the Certificates of such series pro rata, without
regard to the priorities as to distribution of principal set forth in such
Certificates, and such Certificates will, to the extent permitted by applicable
law, accrue interest at the highest Interest Rate borne by any Certificate of
such Series, or in the event any Class of such Series shall accrue interest at a
floating rate, at the weighted average Interest Rate, calculated on the basis of
the maximum interest rate applicable to the Class having such floating interest
rate and on the original principal amount of the Certificates of that Class. In
such event, the holders of a majority in outstanding principal balance of such
Certificates may direct the Trustee to sell the related Trust Fund, any such
direction being irrevocable and binding upon the holders of all Certificates of
such Series and upon the owners of the
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residual interests in such Trust Fund. In the absence of such a direction, the
Trustee may not sell all or any portion of such Trust Fund.
EVENTS OF DEFAULT
Events of Default under each Pooling and Servicing Agreement will consist
of: (i) any failure to make a specified payment which continues unremedied, in
most cases, for five business days after the giving of written notice; (ii) any
failure by the Trustee, the Servicer or the Master Servicer, as applicable, duly
to observe or perform in any material respect any other of its covenants or
agreements in the Pooling and Servicing Agreement which failure shall continue
for 60 days (15 days in the case of a failure to pay the premium for any
insurance policy) or any breach of any representation and warranty made by the
Master Servicer or the Servicer, if applicable, which continues unremedied for
120 days after the giving of written notice of such failure or breach; (iii)
certain events of insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings regarding the Master Servicer or a Servicer,
as applicable; and (iv) any lowering, withdrawal or notice of an intended or
potential lowering, of the outstanding rating of the Certificates by the Rating
Agency rating such Certificates because the existing or prospective financial
condition or mortgage loan servicing capability of the Master Servicer is
insufficient to maintain such rating.
RIGHTS UPON EVENT OF DEFAULT
So long as an Event of Default with respect to a Series of Certificates
remains unremedied, the Depositor, the Trustee or the holders of Certificates
evidencing not less than 25% of the voting rights evidenced by the Certificates
of such Series may terminate all of the rights and obligations of the Master
Servicer under the Pooling and Servicing Agreement and in and to the Mortgage
Loans and Contracts and the proceeds thereof, whereupon (subject to applicable
law regarding the Trustee's ability to make advances) the Trustee or, if the
Depositor so notifies the Trustee and the Master Servicer, the Depositor or its
designee, will succeed to all the responsibilities, duties and liabilities of
the Master Servicer under such Pooling and Servicing Agreement and will be
entitled to similar compensation arrangements. In the event that the Trustee
would be obligated to succeed the Master 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 successor master servicer. Pending such appointment, the
Trustee (unless prohibited by law from so acting) shall be obligated to act in
such capacity. The Trustee and such successor master servicer may agree upon the
servicing compensation to be paid to such successor, which in no event may be
greater than the compensation to the Master Servicer under the Pooling and
Servicing Agreement.
AMENDMENT
Each Pooling and Servicing Agreement may be amended by the Depositor, the
Master Servicer 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, or (iii) to make any
other provisions with respect to matters or questions arising under such Pooling
and Servicing Agreement that are not inconsistent with the provisions thereof,
provided that such action will not adversely affect in any material respect the
interests of any Certificateholder of the related Series. The Pooling and
Servicing Agreement may also be amended by the Depositor, the Master Servicer
and the Trustee with the consent of holders of Certificates evidencing not less
than 66 2/3% of the voting rights evidenced by the Certificates, for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of such Pooling and Servicing Agreement or of modifying in any manner
the rights of the Certificateholders; provided, however, that no such amendment
may (i) reduce in any manner the amount of, delay the timing of or change the
manner in which payments received on or with respect to Mortgage Loans and
Contracts are required to be distributed with respect to any Certificate without
the consent of the holder of such Certificate, (ii) adversely affect in any
material respect the interests of the holders of a Class or Subclass of the
Senior Certificates, if any, of a Series in a manner other than that set forth
in (i) above without the consent of the holders of the Senior Certificates of
such Subclass evidencing not less than 66 2/3% of such Class or Subclass, (iii)
adversely affect in any material respect the interests of the holders of the
Subordinated Certificates of a Series in a
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manner other than that set forth in (i) above without the consent of the holders
of Subordinated Certificates evidencing not less than 66 2/3% of such Class or
Subclass, or (iv) reduce the aforesaid percentage of the Certificates, the
holders of which are required to consent to such amendment, without the consent
of the holders of the Class affected thereby.
The Deposit Trust Agreement for a Series may be amended by the Trustee and
the Depositor without Certificateholder consent, to cure any ambiguity, to
correct or supplement any provision therein that may be inconsistent with any
other provision therein, or to make any other provisions with respect to matters
or questions arising thereunder that are not inconsistent with any other
provisions thereof, provided that such action will not, as evidenced by an
opinion of counsel, adversely affect the interests of any Certificateholders of
that Series in any material respect. The Deposit Trust Agreement for each Series
may also be amended by the Trustee and the Depositor with the consent of the
Holders of Certificates evidencing Percentage Interests aggregating not less
than 66 2/3% of each Class of the Certificates of such Series affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of such Agreement or modifying in any manner
the rights of Certificateholders of that Series; provided, however, that no such
amendment may (i) reduce in any manner the amount of, or delay the timing of, or
change the manner in which payments received on Mortgage Certificates are
required to be distributed in respect of any Certificate, without the consent of
the Holder of such Certificate or (ii) reduce the aforesaid percentage of
Certificates the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Series then
outstanding.
TERMINATION
The obligations created by the Pooling and Servicing Agreement for a Series
of Certificates will terminate upon the earlier of (a) the repurchase of all
Mortgage Loans or Contracts and all property acquired by foreclosure of any such
Mortgage Loan or Contract and (b) the later of (i) the maturity or other
liquidation of the last Mortgage Loan or Contract subject thereto and the
disposition of all property acquired upon foreclosure of any such Mortgage Loan
or Contract and (ii) the payment to the Certificateholders of all amounts held
by the Master Servicer and required to be paid to them pursuant to such Pooling
and Servicing Agreement. The obligations created by the Deposit Trust Agreement
for a Series of Certificates will terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
such Deposit Trust Agreement. In no event, however, will the trust created by
either such Agreement continue beyond the expiration of 21 years from the death
of the last survivor of certain persons identified therein. For each Series of
Certificates, the Master Servicer will give written notice of termination of the
applicable Agreement of each Certificateholder, and the final distribution will
be made only upon surrender and cancellation of the Certificates at an office or
agency specified in the notice of termination.
If so provided in the related Prospectus Supplement, the Pooling and
Servicing Agreement for each Series of Certificates will permit, but not
require, the Depositor or such other person as may be specified in the
Prospectus Supplement to repurchase from the Trust Fund for such Series all
remaining Mortgage Loans or Contracts subject to the Pooling and Servicing
Agreement at a price specified in such Prospectus Supplement. In the event that
the Depositor elects to treat the related Trust Fund as a REMIC under the Code,
any such repurchase will be effected in compliance with the requirements of
Section 860F(a)(4) of the Code, in order to constitute a "qualifying
liquidation" thereunder. The exercise of any such right will effect early
retirement of the Certificates of that Series, but the right so to repurchase
may be effected only on or after the aggregate principal balance of the Mortgage
Loans or Contracts for such Series at the time of repurchase is less than a
specified percentage of the aggregate principal balance at the Cut-off Date for
the Series, or on or after the date set forth in the related Prospectus
Supplement.
CREDIT SUPPORT
Credit support for a Series of Certificates may be provided by one or more
Letters of Credit, the issuance of Subordinated Classes or Subclasses of
Certificates (which may, if so specified in the related Prospectus Supplement,
be issued in notional amounts) the provision for shifting interest credit
enhancement, the establishment of a Reserve Fund, the method of Alternative
Credit Support specified in the applicable
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Prospectus Supplement, or any combination of the foregoing, in addition to, or
in lieu of, the insurance arrangements set forth below under Description of
Insurance. The amount and method of credit support will be set forth in the
Prospectus Supplement with respect to a Series of Certificates.
LETTERS OF CREDIT
The Letters of Credit, if any, with respect to a Series of Certificates
will be issued by the bank or financial institution specified in the related
Prospectus Supplement (the "L/C Bank"). The maximum obligation of the L/C Bank
under the Letter of Credit will be to honor requests for payment thereunder in
an aggregate fixed dollar amount, net of unreimbursed payments thereunder, equal
to the percentage of the aggregate principal balance on the related Cut-off Date
of the Mortgage Loans or Contracts evidenced by each Series (the "L/C
Percentage") specified in the Prospectus Supplement for such Series. The
duration of coverage and the amount and frequency of any reduction in coverage
provided by the Letter of Credit with respect to a Series of Certificates will
be in compliance with the requirements established by the Rating Agency rating
such Series and will be set forth in the Prospectus Supplement relating to such
Series of Certificates. The amount available under the Letter of Credit in all
cases shall be reduced to the extent of the unreimbursed payments thereunder.
The obligations of the L/C Bank under the Letter of Credit for each Series of
Certificates will expire 30 days after the latest of the scheduled final
maturity dates of the Mortgage Loans or Contracts in the related Mortgage Pool
or Contract Pool or the repurchase of all Mortgage Loans or Contracts in the
Mortgage Pool or Contract Pool in the circumstances specified above. See
"Description of the Certificates -- Termination."
Unless otherwise specified in the applicable Prospectus Supplement, under
the Pooling and Servicing Agreement, the Master Servicer will be required not
later than three business days prior to each Distribution Date to determine
whether a payment under the Letter of Credit will be necessary on the
Distribution Date and will, no later than the third business day prior to such
Distribution Date, advise the L/C Bank and the Trustee of its determination,
setting forth the amount of any required payment. On the Distribution Date, the
L/C Bank will be required to honor the Trustee's request for payment thereunder
in an amount equal to the lesser of (A) the remaining amount available under the
Letter of Credit and (B) the outstanding principal balances of any Liquidating
Loans to be assigned on such Distribution Date (together with accrued and unpaid
interest thereon at the related Mortgage Rate or APR to the related Due Date).
The proceeds of such payments under the Letter of Credit will be deposited into
the Certificate Account and will be distributed to Certificateholders, in the
manner specified in the related Prospectus Supplement, on such Distribution
Date, except to the extent of any unreimbursed Advances, servicing compensation
due to the Servicers and the Master Servicer and other amounts payable to the
Depositor or the person or entity named in the applicable Prospectus Supplement
therefrom.
If at any time the L/C Bank makes a payment in the amount of the full
outstanding principal balance and accrued interest on a Liquidating Loan, it
will be entitled to receive an assignment by the Trustee of such Liquidating
Loan, and the L/C Bank will thereafter own such Liquidating Loan free of any
further obligation to the Trustee or the Certificateholders with respect
thereto. Payments made to the Certificate Account by the L/C Bank under the
Letter of Credit with respect to such a Liquidating Loan will be reimbursed to
the L/C Bank only from the proceeds (net of liquidation costs) of such
Liquidating Loan. The amount available under the Letter of Credit will be
increased to the extent it is reimbursed for such payments.
To the extent the proceeds of liquidation of a Liquidating Loan acquired by
the L/C Bank in the manner described in the preceding paragraph exceed the
amount of payments made with respect thereto, the L/C Bank will be entitled to
retain such proceeds as additional compensation for issuance of the Letter of
Credit.
Prospective purchasers of Certificates of a Series with respect to which
credit support is provided by a Letter of Credit must look to the credit of the
L/C Bank, to the extent of its obligations under the Letter of Credit, in the
event of default by Mortgagors or Obligors. If the amount available under the
Letter of Credit is exhausted, or the L/C Bank becomes insolvent, and amounts in
the Reserve Fund, if any, with respect to such Series are insufficient to pay
the entire amount of the loss and still be maintained at the level specified in
the related Prospectus Supplement (the "Required Reserve"), the
Certificateholders (in the priority specified in
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the related Prospectus Supplement) will thereafter bear all risks of loss
resulting from default by Mortgagors or Obligors (including losses not covered
by insurance or Alternative Credit Support), and must look primarily to the
value of the properties securing defaulted Mortgage Loans or Contracts for
recovery of the outstanding principal and unpaid interest.
In the event that a Subordinated Class or Subclass of a Series of
Certificates is issued with a notional amount, the coverage provided by the
Letter of Credit with respect to such Series, and the terms and conditions of
such coverage, will be set forth in the related Prospectus Supplement.
SUBORDINATED CERTIFICATES
To the extent specified in the Prospectus Supplement with respect to a
Series of Certificates, credit support may be provided by the subordination of
the rights of the holders of one or more Classes or Subclasses of Certificates
to receive distributions with respect to the Mortgage Loans in the Mortgage Pool
or Contracts in the Contract Pool underlying such Series, or with respect to a
Subordinated Pool of mortgage loans or manufactured housing conditional sales
contracts and installment loan agreements, to the rights of the Senior
Certificateholders or holders of one or more Classes or Subclasses of
Subordinated Certificates of such Series to receive such distributions, to the
extent of the applicable Subordinated Amount. In such a case, credit support may
also be provided by the establishment of a Reserve Fund, as described below. The
Subordinated Amount, as described below, will be reduced by an amount equal to
Aggregate Losses. Aggregate Losses are defined in the related Pooling and
Servicing Agreement for any given period as the aggregate amount of
delinquencies, losses and other deficiencies in the amounts due to the holders
of the Certificates of one or more Classes or Subclasses of such Series paid or
borne by the holders of one or more Classes or Subclasses of Subordinated
Certificates of such Series ("payment deficiencies"), but excluding any payments
of interest on any amounts originally due to the holders of the Certificates of
a Class or Subclass to which the applicable Class or Subclass of Subordinated
Certificates are subordinated on a previous Distribution Date, but not paid as
due, whether by way of withdrawal from the Reserve Fund (including, prior to the
time that the Subordinated Amount is reduced to zero, any such withdrawal of
amounts attributable to the Initial Deposit, if any), reduction in amounts
otherwise distributable to the Subordinated Certificateholders on any
Distribution Date or otherwise, less the aggregate amount of previous payment
deficiencies recovered by the related Trust Fund during such period in respect
of the Mortgage Loans or Contracts giving rise to such previous payment
deficiencies, including, without limitation, such recoveries resulting from the
receipt of delinquent principal and/or interest payments, Liquidation Proceeds
or Insurance Proceeds (net, in each case, of servicing compensation, foreclosure
costs and other servicing costs, expenses and unreimbursed Advances relating to
such Mortgage Loans or Contracts). The Prospectus Supplement for each Series of
Certificates with respect to which credit support will be provided by one or
more Classes or Subclasses of Subordinated Certificates will set forth the
Subordinated Amount for such Series. If specified in the related Prospectus
Supplement, the Subordinated Amount will decline over time in accordance with a
schedule which will also be set forth in the related Prospectus Supplement.
SHIFTING INTEREST
If specified in the Prospectus Supplement for a Series of Certificates for
which credit enhancement is provided by shifting interest as described herein,
the rights of the holders of the Subordinated Certificates of a Series to
receive distributions with respect to the Mortgage Loans or Contracts in the
related Trust Fund or Subsidiary Trust will be subordinated to such right of the
holders of the Senior Certificates of the same Series to the extent described in
such Prospectus Supplement. This subordination feature is intended to enhance
the likelihood of regular receipt by holders of Senior Certificates of the full
amount of scheduled monthly payments of principal and interest due them and to
provide limited protection to the holders of the Senior Certificates against
losses due to mortgagor defaults.
The protection afforded to the holders of Senior Certificates of a Series
by the shifting interest subordination feature will be effected by distributing
to the holders of the Senior Certificates a disproportionately greater
percentage (the "Senior Prepayment Percentage") of Principal Prepayments. The
initial Senior Prepayment Percentage will be the percentage specified in the
related Prospectus Supplement and will
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decrease in accordance with the schedule and subject to the conditions set forth
in the Prospectus Supplement. This disproportionate distribution of Principal
Prepayments will have the effect of accelerating the amortization of the Senior
Certificates while increasing the respective interest of the Subordinated
Certificates in the Mortgage Pool or Contract Pool. Increasing the respective
interest of the Subordinated Certificates relative to that of the Senior
Certificates is intended to preserve the availability of the benefits of the
subordination provided by the Subordinated Certificates.
SWAP AGREEMENT
If so specified in the Prospectus Supplement relating to a Series of
Certificates, the Trust will enter into or obtain an assignment of a swap
agreement or other similar agreement pursuant to which the Trust will have the
right to receive certain payments of interest (or other payments) as set forth
or determined as described therein. The Prospectus Supplement relating to a
Series of Certificates having the benefit of an interest rate swap agreement
will describe the material terms of such agreement and the particular risks
associated with the interest rate swap feature, including market and credit
risk, the effect of counterparty defaults and other risks, if any, addressed by
the rating. The Prospectus Supplement relating to such Series of Certificates
also will set forth certain information relating to the corporate status,
ownership and credit quality of the counterparty or counterparties to such swap
agreement.
RESERVE FUND
If so specified in the related Prospectus Supplement, credit support with
respect to a Series of Certificates may be provided by the establishment and
maintenance with the Trustee for such Series of Certificates, in trust, of a
Reserve Fund for such Series. Unless otherwise specified in the applicable
Prospectus Supplement, the Reserve Fund for a Series will not be included in the
Trust Fund for such Series. The Reserve Fund for each Series will be created by
the Depositor and shall be funded by the retention by the Master Servicer of
certain payments on the Mortgage Loans or Contracts, by the deposit with the
Trustee, in escrow, by the Depositor of a Subordinated Pool of mortgage loans or
manufactured housing conditional sales contracts and installment loan agreements
with the aggregate principal balance, as of the related Cut-off Date, set forth
in the related Prospectus Supplement, by any combination of the foregoing, or in
another manner specified in the related Prospectus Supplement. Following the
initial issuance of the Certificates of a Series and until the balance of the
Reserve Fund first equals or exceeds the Required Reserve, the Master Servicer
will retain specified distributions on the Mortgage Loans or Contracts and/or on
the mortgage loans or manufactured housing conditional sales contracts and
installment loan agreements in the Subordinated Pool otherwise distributable to
the holders of Subordinated Certificates and deposit such amounts in the Reserve
Fund. After the amounts in the Reserve Fund for a Series first equal or exceed
the applicable Required Reserve, the Master Servicer will retain such
distributions and deposit so much of such amounts in the Reserve Fund as may be
necessary, after the application of such distributions to amounts due and unpaid
on the Certificates or on the Certificates of such Series to which the
applicable Class or Subclass of Subordinated Certificates are subordinated and
the reimbursement of unreimbursed Advances and liquidation expenses, to maintain
the Reserve Fund at the Required Reserve. The balance in the Reserve Fund in
excess of the Required Reserve shall be paid to the applicable Class or Subclass
of Subordinated Certificates, or to another specified person or entity, as set
forth in the related Prospectus Supplement, and shall be unavailable thereafter
for future distribution to Certificateholders of either Class. The Prospectus
Supplement for each Series will set forth the amount of the Required Reserve
applicable from time to time. The Required Reserve may decline over time in
accordance with a schedule which will also be set forth in the related
Prospectus Supplement.
Amounts held in the Reserve Fund for a Series from time to time will
continue to be the property of the Subordinated Certificateholders of the
Classes or Subclasses specified in the related Prospectus Supplement until
withdrawn from the Reserve Fund and transferred to the Certificate Account as
described below. If on any Distribution Date the amount in the Certificate
Account available to be applied to distributions on the Senior Certificates of
such Series, after giving effect to any Advances made by the Servicers or the
Master Servicer on such Distribution Date, is less than the amount required to
be distributed to such Senior Certificateholders (the "Required Distribution")
on such Distribution Date, the Master Servicer will
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withdraw from the Reserve Fund and deposit into the Certificate Account the
lesser of (i) the entire amount on deposit in the Reserve Fund available for
distribution to the Senior Certificateholders (which amount will not in any
event exceed the Required Reserve) or (ii) the amount necessary to increase the
funds in the Certificate Account eligible for distribution to the Senior
Certificateholders on such Distribution Date to the Required Distribution;
provided, however, that in no event will any amount representing investment
earnings on amounts held in the Reserve Fund be transferred into the Certificate
Account or otherwise used in any manner for the benefit of the Senior
Certificateholders. If so specified in the applicable Prospectus Supplement, the
balance, if any, in the Reserve Fund in excess of the Required Reserve shall be
released, to the Subordinated Certificateholders. Unless otherwise specified in
the related Prospectus Supplement, whenever the Reserve Fund is less than the
Required Reserve, holders of the Subordinated Certificates of the applicable
Class or Subclass will not receive any distributions with respect to the
Mortgage Loans or Contracts other than amounts attributable to interest on the
Mortgage Loans or Contracts after the initial Required Reserve has been attained
and amounts attributable to any income resulting from investment of the Reserve
Fund as described below. Whether or not the amount of the Reserve Fund exceeds
the Required Reserve on any Distribution Date, the holders of the Subordinated
Certificates of the applicable Class or Subclass are entitled to receive from
the Certificate Account their share of the proceeds of any Mortgage Loan or
Contract, or any property acquired in respect thereof, repurchased by reason of
defective documentation or the breach of a representation or warranty pursuant
to the Pooling and Servicing Agreement. Amounts in the Reserve Fund shall be
applied in the following order:
(i) to the reimbursement of Advances determined by the Master Servicer
and the Servicers to be otherwise unrecoverable, other than Advances of
interest in connection with prepayments in full, repurchases and
liquidations, and the reimbursement of liquidation expenses incurred by the
Servicers and the Master Servicer if sufficient funds for such
reimbursement are not otherwise available in the related Servicing Accounts
and Certificate Account;
(ii) to the payment to the holders of the Senior Certificates of such
Series of amounts distributable to them on the related Distribution Date in
respect of scheduled payments of principal and interest due on the related
Due Date to the extent that sufficient funds in the Certificate Account are
not available therefor; and
(iii) to the payment to the holders of the Senior Certificates of such
Series of the principal balance or purchase price, as applicable, of
Mortgage Loans or Contracts repurchased, liquidated or foreclosed during
the period ending on the day prior to the Due Date to which such
distribution relates and interest thereon at the related Pass-Through Rate,
to the extent that sufficient funds in the Certificate Account are not
available therefor.
Amounts in the Reserve Fund in excess of the Required Reserve, including
any investment income on amounts therein, as set forth below, shall then be
released to the holders of the Subordinated Certificates, or to such other
person as is specified in the applicable Prospectus Supplement, as set forth
above.
Funds in the Reserve Fund for a Series shall be invested as provided in the
related Pooling and Servicing Agreement in certain types of eligible
investments. The earnings on such investments will be withdrawn and paid to the
holders of the applicable Class or Subclass of Subordinated Certificates in
accordance with their respective interests in the Reserve Fund in the priority
specified in the related Prospectus Supplement. Investment income in the Reserve
Fund is not available for distribution to the holders of the Senior Certificates
of such Series or otherwise subject to any claims or rights of the holders of
the applicable Class or Subclass of Senior Certificates. Eligible investments
for monies deposited in the Reserve Fund will be specified in the Pooling and
Servicing Agreement for a Series of Certificates for which a Reserve Fund is
established and in some instances will be limited to investments acceptable to
the Rating Agency rating the Certificates of such Series from time to time as
being consistent with its outstanding rating of such Certificates. Such eligible
investments will be limited, however, to obligations or securities that mature
at various time periods up to 30 days according to a schedule in the Pooling and
Servicing Agreement based on the current balance of the Reserve Fund at the time
of such investment or the contractual commitment providing for such investment.
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The time necessary for the Reserve Fund of a Series to reach and maintain
the applicable Required Reserve at any time after the initial issuance of the
Certificates of such Series and the availability of amounts in the Reserve Fund
for distributions on such Certificates will be affected by the delinquency,
foreclosure and prepayment experience of the Mortgage Loans or Contracts in the
related Trust Fund and/or in the Subordinated Pool and therefore cannot be
accurately predicted.
PERFORMANCE BOND
If so specified in the related Prospectus Supplement, the Master Servicer
may be required to obtain a Performance Bond that would provide a guarantee of
the performance by the Master Servicer of one or more of its obligations under
the Agreement, including its obligation to advance delinquent installments of
principal and interest on Mortgage Loans or Contracts and its obligation to
repurchase Mortgage Loans or Contracts in the event of a breach by the Master
Servicer of a representation or warranty contained in the Agreement. In the
event that the outstanding credit rating of the obligor of the Performance Bond
is lowered by the Rating Agency, with the result that the outstanding rating on
the Certificates would be reduced by such Rating Agency, the Master Servicer
will be required to secure a substitute Performance Bond issued by an entity
with a rating sufficient to maintain the outstanding rating on the Certificates
or to deposit and maintain with the Trustee cash in the amount specified in the
applicable Prospectus Supplement.
DESCRIPTION OF INSURANCE
To the extent that the applicable Prospectus Supplement does not expressly
provide for a form of credit support specified above or for Alternative Credit
Support in lieu of some or all of the insurance mentioned below, the following
paragraphs on insurance shall apply with respect to the Mortgage Loans included
in the related Trust Fund. Unless otherwise specified in the related Prospectus
Supplement, each Manufactured Home that secures a Contract will be covered by a
standard hazard insurance policy and other insurance policies to the extent
described in the related Prospectus Supplement. Any material changes in such
insurance from the description that follows or the description of any
Alternative Credit Support will be set forth in the applicable Prospectus
Supplement.
PRIMARY MORTGAGE INSURANCE POLICIES
To the extent specified in the related Prospectus Supplement, each
Servicing Agreement will require the Servicer to cause a Primary Mortgage
Insurance Policy to be maintained in full force and effect with respect to each
Mortgage Loan that is secured by a Single Family Property covered by the
Servicing Agreement requiring such insurance and to act on behalf of the Insured
with respect to all actions required to be taken by the Insured under each such
Primary Mortgage Insurance Policy. Any primary mortgage insurance or primary
credit insurance policies relating to the Contracts underlying a Series of
Certificates will be described in the related Prospectus Supplement.
Unless otherwise specified in the related Prospectus Supplement, the amount
of a claim for benefits under a Primary Mortgage Insurance Policy covering a
Mortgage Loan in the related Mortgage Pool (herein referred to as the "Loss")
will consist of the insured portion of the unpaid principal amount of the
covered Mortgage Loan (as described herein) and accrued and unpaid interest
thereon and reimbursement of certain expenses, less (i) all rents or other
payments collected or received by the Insured (other than the proceeds of hazard
insurance) that are derived from or in any way related to such Mortgaged
Property, (ii) hazard insurance proceeds in excess of the amount required to
restore such Mortgaged Property and which have not been applied to the payment
of such Mortgage Loan, (iii) amounts expended but not approved by the Primary
Mortgage Insurer, (iv) claim payments previously made by the Primary Mortgage
Insurer, and (v) unpaid premiums.
Unless otherwise specified in the related Prospectus Supplement, as
conditions precedent to the filing of or payment of a claim under a Primary
Mortgage Insurance Policy covering a Mortgage Loan in the related Mortgage Pool,
the Insured will be required to, in the event of default by the Mortgagor: (i)
advance or discharge (A) all hazard insurance premiums and (B) as necessary and
approved in advance by the Primary
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Mortgage Insurer, (1) real estate property taxes, (2) all expenses required to
preserve, repair and prevent waste to the Mortgaged Property so as to maintain
such Mortgaged Property in at least as good a condition as existed at the
effective date of such Primary Mortgage Insurance Policy, ordinary wear and tear
excepted, (3) property sales expenses, (4) any outstanding liens (as defined in
such Primary Mortgage Insurance Policy) on the Mortgaged Property and (5)
foreclosure costs, including court costs and reasonable attorneys' fees; (ii) in
the event of a physical loss or damage to the Mortgaged Property, have restored
and repaired the Mortgaged Property to at least as good a condition as existed
at the effective date of such Primary Mortgage Insurance Policy, ordinary wear
and tear excepted; and (iii) tender to the Primary Mortgage Insurer good and
merchantable title to and possession of the mortgaged property.
Unless otherwise specified in the related Prospectus Supplement, other
provisions and conditions of each Primary Mortgage Insurance Policy covering a
Mortgage Loan in the related Mortgage Pool generally will provide that: (a) no
change may be made in the terms of such Mortgage Loan without the consent of the
Primary Mortgage Insurer; (b) written notice must be given to the Primary
Mortgage Insurer within 10 days after the Insured becomes aware that a Mortgagor
is delinquent in the payment of a sum equal to the aggregate of two scheduled
monthly payments due under such Mortgage Loan or that any proceedings affecting
the Mortgagor's interest in the Mortgaged Property securing such Mortgage Loan
have commenced, and thereafter the Insured must report monthly to the Primary
Mortgage Insurer the status of any such Mortgage Loan until such Mortgage Loan
is brought current, such proceedings are terminated or a claim is filed; (c) the
Primary Mortgage Insurer will have the right to purchase such Mortgage Loan, at
any time subsequent to the 10 days' notice described in (b) above and prior to
the commencement of foreclosure proceedings, at a price equal to the unpaid
principal amount of the Mortgage Loan, plus accrued and unpaid interest thereon
and reimbursable amounts expended by the Insured for the real estate taxes and
fire and extended coverage insurance on the Mortgaged Property for a period not
exceeding 12 months, and less the sum of any claim previously paid under the
Primary Mortgage Insurance Policy and any due and unpaid premiums with respect
to such policy; (d) the Insured must commence proceedings at certain times
specified in the Primary Mortgage Insurance Policy and diligently proceed to
obtain good and merchantable title to and possession of the Mortgaged Property;
(e) the Insured must notify the Primary Mortgage Insurer of the price specified
in (c) above at least 15 days prior to the sale of the Mortgaged Property by
foreclosure, and bid such amount unless the Mortgage Insurer specifies a lower
or higher amount; and (f) the Insured may accept a conveyance of the Mortgaged
Property in lieu of foreclosure with written approval of the Mortgage Insurer
provided the ability of the Insured to assign specified rights to the Primary
Mortgage Insurer are not thereby impaired or the specified rights of the Primary
Mortgage Insurer are not thereby adversely affected.
Unless otherwise specified in the related Prospectus Supplement, the
Primary Mortgage Insurer will be required to pay to the Insured either: (1) the
insured percentage of the Loss; or (2) at its option under certain of the
Primary Mortgage Insurance Policies, the sum of the delinquent monthly payments
plus any advances made by the Insured, both to the date of the claim payment,
and thereafter, monthly payments in the amount that would have become due under
the Mortgage Loan if it had not been discharged plus any advances made by the
Insured until the earlier of (A) the date the Mortgage Loan would have been
discharged in full if the default had not occurred or (B) an approved sale. Any
rents or other payments collected or received by the Insured which are derived
from or are in any way related to the Mortgaged Property will be deducted from
any claim payment.
FHA INSURANCE AND VA GUARANTEES
The FHA is responsible for administering various federal programs,
including mortgage insurance, authorized under the National Housing Act, as
amended, and the United States Housing Act of 1937, as amended. Any FHA
Insurance or VA Guarantees relating to Contracts underlying a Series of
Certificates will be described in the related Prospectus Supplement.
The insurance premiums for FHA Loans are collected by HUD approved lenders
or by the Servicers of such FHA Loans and are paid to the FHA. The regulations
governing FHA single-family mortgage insurance programs provide that insurance
benefits are payable either upon foreclosure (or other acquisition of
possession) and conveyance of the mortgaged premises to HUD or upon assignment
of the defaulted FHA
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Loan to HUD. With respect to a defaulted FHA Loan, the Servicer of such FHA Loan
will be limited in its ability to initiate foreclosure proceedings. When it is
determined, either by the Servicer or HUD, that default was caused by
circumstances beyond the Mortgagor's control, the Servicer will be expected to
make an effort to avoid foreclosure by entering, if feasible, into one of a
number of available forms of forbearance plans with the Mortgagor. Such plans
may involve the reduction or suspension of scheduled mortgage payments for a
specified period, with such payments to be made upon or before the maturity date
of the mortgage, or the recasting of payments due under the mortgage up to or
beyond the scheduled maturity date. In addition, when a default caused by such
circumstances is accompanied by certain other criteria, HUD may provide relief
by making payments to the Servicer of such Mortgage Loan in partial or full
satisfaction of amounts due thereunder (which payments are to be repaid by the
Mortgagor to HUD) or by accepting assignment of the Mortgage Loan from the
Servicer. With certain exceptions, at least three full monthly installments must
be due and unpaid under the Mortgage Loan, and HUD must have rejected any
request for relief from the Mortgagor before the Servicer may initiate
foreclosure proceedings.
HUD has the option, in most cases, to pay insurance claims in cash or in
debentures issued by HUD. Presently, claims are being paid in cash, and claims
have not been paid in debentures since 1965. HUD debentures issued in
satisfaction of FHA insurance claims bear interest at the applicable HUD
debenture interest rate. The Servicer of each FHA Loan in a Mortgage Pool will
be obligated to purchase any such debenture issued in satisfaction of a
defaulted FHA Loan serviced by it for an amount equal to the principal amount of
the FHA Loan.
The amount of insurance benefits generally paid by the FHA is equal to the
entire unpaid principal balance of the defaulted FHA Loan, adjusted to reimburse
the Servicer of such FHA Loan for certain costs and expenses and to deduct
certain amounts received or retained by such Servicer after default. When
entitlement to insurance benefits results from foreclosure (or other acquisition
of possession) and conveyance to HUD, the Servicer is compensated for no more
than two-thirds of its foreclosure costs, and is compensated for interest
accrued and unpaid prior to such date in general only to the extent it was
allowed pursuant to a forbearance plan approved by HUD. When entitlement to
insurance benefits results from assignment of the FHA Loan to HUD, the insurance
payment includes full compensation for interest accrued and unpaid to the
assignment date. The insurance payment itself, upon foreclosure of an FHA Loan,
bears interest from a date 30 days after the mortgagor's first uncorrected
failure to perform any obligation or make any payment due under the Mortgage
Loan and, upon assignment, from the date of assignment, to the date of payment
of the claim, in each case at the same interest rate as the applicable HUD
debenture interest rate as described above.
The maximum guarantee that may be issued by the VA under a VA Loan is 50%
of the principal amount of the VA Loan if the principal amount of the Mortgage
Loan is $45,000 or less, the lesser of $36,000 and 40% of the principal amount
of the VA Loan if the principal amount of such VA Loan is greater than $45,000
but less than or equal to $144,000, and the lesser of $46,000 and 25% of the
principal amount of the Mortgage Loan if the principal amount of the Mortgage
Loan is greater than $144,000. The liability on the guarantee is reduced or
increased pro rata with any reduction or increase in the amount of indebtedness,
but in no event will the amount payable on the guarantee exceed the amount of
the original guarantee. The VA may, at its option and without regard to the
guarantee, make full payment to a mortgage holder of unsatisfied indebtedness on
a Mortgage upon its assignment to the VA.
With respect to a defaulted VA Loan, the Servicer is, absent exceptional
circumstances, authorized to announce its intention to foreclose only when the
default has continued for three months. Generally, a claim for the guarantee is
submitted after liquidation of the Mortgaged Property.
The amount payable under the guarantee will be the percentage of the VA
Loan originally guaranteed applied to indebtedness outstanding as of the
applicable date of computation specified in the VA regulations. Payments under
the guarantee will be equal to the unpaid principal amount of the VA Loan,
interest accrued on the unpaid balance of the VA Loan to the appropriate date of
computation and limited expenses of the mortgagee, but in each case only to the
extent that such amounts have not been recovered through liquidation of the
Mortgaged Property. The amount payable under the guarantee may in no event
exceed the amount of the original guarantee.
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STANDARD HAZARD INSURANCE POLICIES ON MORTGAGE LOANS
The Standard Hazard Insurance Policies covering the Mortgage Loans in a
Mortgage Pool will provide for coverage at least equal to the applicable state
standard form of fire insurance policy with extended coverage. In general, the
standard form of fire and extended coverage policy will cover physical damage
to, or destruction of, the improvements on the Mortgaged Property caused by
fire, lightning, explosion, smoke, windstorm, hail, riot, strike and civil
commotion, subject to the conditions and exclusions particularized in each
policy. Because the Standard Hazard Insurance Policies relating to such Mortgage
Loans will be underwritten by different insurers and will cover Mortgaged
Properties located in various states, such policies will not contain identical
terms and conditions. The most significant terms thereof, however, generally
will be determined by state law and generally will be similar. Most such
policies typically will not cover any physical damage resulting from the
following: war, revolution, governmental actions, floods and other water-related
causes, earth movement (including earthquakes, landslides and mudflows), nuclear
reaction, wet or dry rot, vermin, rodents, insects or domestic animals, theft
and, in certain cases, vandalism. The foregoing list is merely indicative of
certain kinds of uninsured risks and is not intended to be all-inclusive.
The Standard Hazard Insurance Policies covering Mortgaged Properties
securing Mortgage Loans typically will contain a "coinsurance" clause which, in
effect, will require the insured at all times to carry insurance of a specified
percentage (generally 80% to 90%) of the full replacement value of the
dwellings, structures and other improvements on the Mortgaged Property in order
to recover the full amount of any partial loss. If the insured's coverage falls
below this specified percentage, such clause will provide that the insurer's
liability in the event of partial loss will not exceed the greater of (i) the
actual cash value (the replacement cost less physical depreciation) of the
dwellings, structures and other improvements damaged or destroyed or (ii) such
proportion of the loss, without deduction for depreciation, as the amount of
insurance carried bears to the specified percentage of the full replacement cost
of such dwellings, structures and other improvements.
The Depositor will not require that a standard hazard or flood insurance
policy be maintained on the Cooperative Dwelling relating to any Cooperative
Loan. Generally, the cooperative corporation itself is responsible for
maintenance of hazard insurance for the property owned by the cooperative and
the tenant-stockholders of that cooperative do not maintain individual hazard
insurance policies. To the extent, however, that a Cooperative and the related
borrower on a Cooperative Loan do not maintain such insurance or do not maintain
adequate coverage or any insurance proceeds are not applied to the restoration
of damaged property, any damage to such borrower's Cooperative Dwelling or such
Cooperative's building could significantly reduce the value of the collateral
securing such Cooperative Loan to the extent not covered by other credit
support.
Any losses incurred with respect to Mortgage Loans due to uninsured risks
(including earthquakes, mudflows and, with respect to Mortgaged Properties
located other than in HUD designated flood areas, floods) or insufficient hazard
insurance proceeds and any hazard losses incurred with respect to Cooperative
Loans could affect distributions to the Certificateholders.
With respect to Mortgage Loans secured by Multifamily Property, certain
additional insurance policies may be required with respect to the Multifamily
Property; for example, general liability insurance for bodily injury and
property damage, steam boiler coverage where a steam boiler or other pressure
vessel is in operation, and rent loss insurance to cover income losses following
damage or destruction of the Mortgaged Property. The related Prospectus
Supplement will specify the required types and amounts of additional insurance
that may be required in connection with Mortgage Loans secured by Multifamily
Property and will describe the general terms of such insurance and conditions to
payment thereunder.
STANDARD HAZARD INSURANCE POLICIES ON THE MANUFACTURED HOMES
The terms of the Pooling and Servicing Agreement will require the Master
Servicer to cause to be maintained with respect to each Contract one or more
Standard Hazard Insurance Policies which provide, at a minimum, the same
coverage as a standard form file and extended coverage insurance policy that is
customary for manufactured housing, issued by a company authorized to issue such
policies in the state in which the Manufactured Home is located, and in an
amount which is not less than the maximum insurable value of such
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Manufactured Home 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 Standard Hazard Insurance Policy shall be sufficient to avoid
the application of any co-insurance clause contained therein. When a
Manufactured Home's location was, at the time of origination of the related
Contract, within a federally designated flood area, the Master Servicer also
shall 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 Standard Hazard Insurance Policy caused to be maintained by the Master
Servicer shall contain a standard loss payee clause in favor of the Master
Servicer and its successors and assigns. If any Obligor is in default in the
payment of premiums on its Standard Hazard Insurance Policy or Policies, the
Master 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 Master Servicer may maintain, in lieu of causing individual Standard
Hazard Insurance Policies to be maintained with respect to each Manufactured
Home, and shall maintain, to the extent that the related Contract does not
require the Obligor to maintain a Standard Hazard Insurance Policy with respect
to the related Manufactured Home, one or more blanket insurance policies
covering losses on the Obligor's interest in the Contracts resulting from the
absence or insufficiency of individual Standard Hazard Insurance Policies. Any
such blanket policy shall be substantially in the form and in the amount carried
by the Master Servicer as of the date of the Pooling and Servicing Agreement.
The Master 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 Master Servicer, the Master Servicer shall exercise its best
reasonable efforts to obtain from another insurer a replacement policy
comparable to such policy.
If the Master Servicer shall have repossessed a Manufactured Home on behalf
of the Trustee, the Master 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.
POOL INSURANCE POLICIES
If so specified in the related Prospectus Supplement, the Master Servicer
will obtain a Pool Insurance Policy for a Mortgage Pool underlying Certificates
of such Series. Such Pool Insurance Policy will be issued by the Pool Insurer
named in the applicable Prospectus Supplement. Any Pool Insurance Policy for a
Contract Pool underlying a Series of Certificates will be described in the
related Prospectus Supplement. Each Pool Insurance Policy will cover any loss
(subject to the limitations described below) by reason of default to the extent
the related Mortgage Loan is not covered by any Primary Mortgage Insurance
Policy, FHA insurance or VA guarantee. The amount of the Pool Insurance Policy,
if any, with respect to a Series will be specified in the related Prospectus
Supplement. A Pool Insurance Policy, however, will not be a blanket policy
against loss, because claims thereunder may only be made for particular
defaulted Mortgage Loans and only upon satisfaction of certain conditions
precedent described below. Any Pool Insurance Policies relating to the Contracts
will be described in the related Prospectus Supplement.
Unless otherwise specified in the related Prospectus Supplement, the Pool
Insurance Policy will provide that as a condition precedent to the payment of
any claim the Insured will be required (i) to advance hazard insurance premiums
on the Mortgaged Property securing the defaulted Mortgage Loan; (ii) to advance,
as necessary and approved in advance by the Pool Insurer, (a) real estate
property taxes, (b) all expenses required to preserve and repair the Mortgaged
Property, to protect the Mortgaged Property from waste, so that the Mortgaged
Property is in at least as good a condition as existed on the date upon which
coverage under the Pool Insurance Policy with respect to such Mortgaged Property
first became effective (ordinary wear and tear excepted), (c) property sales
expenses, (d) any outstanding liens on the Mortgaged Property and (e)
foreclosure costs including court costs and reasonable attorneys' fees; and
(iii) if there has been physical loss or damage to the Mortgaged Property, to
restore the Mortgaged Property to its condition (reasonable wear and tear
excepted) as of the issue date of the Pool Insurance Policy. It also will be a
condition precedent to the
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payment of any claim under the Pool Insurance Policy that the Insured maintain a
Primary Mortgage Insurance Policy that is acceptable to the Pool Insurer on all
Mortgage Loans that have Loan-to-Value Ratios at the time of origination in
excess of 80%. FHA insurance and VA guarantees will be deemed to be an
acceptable Primary Mortgage Insurance Policy under the Pool Insurance Policy.
Assuming satisfaction of these conditions, the Pool Insurer will pay to the
Insured the amount of loss, determined as follows: (i) the amount of the unpaid
principal balance of the Mortgage Loan immediately prior to the Approved Sale
(as described below) of the Mortgaged Property, (ii) the amount of the
accumulated unpaid interest on such Mortgage Loan to the date of claim
settlement at the applicable Mortgage Rate and (iii) advances as described
above, less (a) all rents or other payments (excluding proceeds of fire and
extended coverage insurance) collected or received by the Insured, which are
derived from or in any way related to the Mortgaged Property, (b) amounts paid
under applicable fire and extended coverage policies which are in excess of the
cost of restoring and repairing the Mortgaged Property and which have not been
applied to the payment of the Mortgage Loan, (c) any claims payments previously
made by the Pool Insurer on the Mortgage Loan, (d) due and unpaid premiums
payable with respect to the Pool Insurance Policy and (e) all claim payments
received by the Insured pursuant to any Primary Mortgage Insurance Policy. An
"Approved Sale" is (1) a sale of the Mortgaged Property acquired because of a
default by the Mortgagor to which the Pool Insurer has given prior approval, (2)
a foreclosure or trustee's sale of the Mortgaged Property at a price exceeding
the maximum amount specified by the Pool Insurer, (3) the acquisition of the
Mortgaged Property under the Primary Insurance Policy by the Primary Mortgage
Insurer or (4) the acquisition of the Mortgaged Property by the Pool Insurer.
The Pool Insurer must be provided with good and merchantable title to the
Mortgaged Property as a condition precedent to the payment of any Loss. If any
Mortgaged Property securing a defaulted Mortgage Loan is damaged and the
proceeds, if any, from the related Standard Hazard Insurance Policy or the
applicable Special Hazard Insurance Policy are insufficient to restore the
Mortgaged Property to a condition sufficient to permit recovery under the Pool
Insurance Policy, the Master Servicer or the Servicer of the related Mortgage
Loan will not be required to expend its own funds to restore the damaged
Mortgaged Property unless it is determined (A) that such restoration will
increase the proceeds to the Certificateholders of the related Series on
liquidation of the Mortgage Loan, after reimbursement of the expenses of the
Master Servicer or the Servicer, as the case may be, and (B) that such expenses
will be recoverable by it through payments under the Letter of Credit, if any,
with respect to such Series, Liquidation Proceeds, Insurance Proceeds, amounts
in the Reserve Fund, if any, or payments under any Alternative Credit Support,
if any, with respect to such Series.
No Pool Insurance Policy will insure (and many Primary Mortgage Insurance
Policies may not insure) against loss sustained by reason of a default arising
from, among other things, (i) fraud or negligence in the origination or
servicing of a Mortgage Loan, including misrepresentation by the Mortgagor, the
Unaffiliated Seller, the Originator or other persons involved in the origination
thereof, (ii) the exercise by the Insured of its right to call the Mortgage
Loan, or the term of the Mortgage Loan is shorter than the amortization period
and the defaulted payment is for an amount more than twice the regular periodic
payments of principal and interest for such Mortgage Loan, or (iii) the exercise
by the Insured of a "due-on-sale" clause or other similar provision in the
Mortgage Loan; provided, in either case (ii) or (iii), such exclusion shall not
apply if the Insured offers a renewal or extension of the Mortgage Loan or a new
Mortgage Loan at the market rate in an amount not less than the then outstanding
principal balance with no decrease in the amortization period. A failure of
coverage attributable to one of the foregoing events might result in a breach of
the Master Servicer's insurability representation described under "Description
of the Certificates -- Assignment of Mortgage Loans" above, and in such event,
subject to the limitations described therein, might give rise to an obligation
on the part of the Master Servicer to purchase the defaulted Mortgage Loan if
the breach materially and adversely affects the interests of the
Certificateholders of the related Series and cannot be cured by the Master
Servicer. Depending upon the nature of the event, a breach of representation
made by the Depositor or an Unaffiliated Seller may also have occurred. Such a
breach, if it materially and adversely affects the interests of the
Certificateholders of such Series and cannot be cured, would give rise to a
repurchase obligation on the part of the Unaffiliated Seller as more fully
described under "The Trust Fund -- Mortgage Loan Program -- Representations by
Unaffiliated Sellers; Repurchases" and "Description of the
Certificates -- Assignment of Mortgage Loans."
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The original amount of coverage under the Pool Insurance Policy will be
reduced over the life of the Certificates of the related Series by the aggregate
dollar amount of claims paid less the aggregate of the net amounts realized by
the Pool Insurer upon disposition of all foreclosed Mortgaged Properties covered
thereby. The amount of claims paid will include certain expenses incurred by the
Master Servicer or by the Servicer of the defaulted Mortgage Loan as well as
accrued interest on delinquent Mortgage Loans to the date of payment of the
claim. Accordingly, if aggregate net claims paid under a Pool Insurance Policy
reach the original policy limit, coverage under the Pool Insurance Policy will
lapse and any further losses will be borne by the holders of the Certificates of
such Series. In addition, unless the Master Servicer or the related Servicer
could determine that an Advance in respect of a delinquent Mortgage Loan would
be recoverable to it from the proceeds of the liquidation of such Mortgage Loan
or otherwise, neither such Servicer nor the Master Servicer would be obligated
to make an Advance respecting any such delinquency, since the Advance would not
be ultimately recoverable to it from either the Pool Insurance Policy or from
any other related source. See "Description of the Certificates -- Advances."
SPECIAL HAZARD INSURANCE POLICIES
If so specified in the related Prospectus Supplement, the Master Servicer
shall obtain a Special Hazard Insurance Policy for the Mortgage Pool underlying
a Series of Certificates. Any Special Hazard Insurance Policies for a Contract
Pool underlying a Series of Certificates will be described in the related
Prospectus Supplement. The Special Hazard Insurance Policy for the Mortgage Pool
underlying the Certificates of a Series will be issued by the Special Hazard
Insurer named in the applicable Prospectus Supplement. Each Special Hazard
Insurance Policy will, subject to the limitations described below, protect
against loss by reason of damage to Mortgaged Properties caused by certain
hazards (including vandalism and earthquakes and, except where the Mortgagor is
required to obtain flood insurance, floods and mudflows) not insured against
under the standard form of hazard insurance policy for the respective states in
which the Mortgaged Properties are located. See "Description of the
Certificates -- Maintenance of Insurance Policies" and "-- Standard Hazard
Insurance." The Special Hazard Insurance Policy will not cover losses occasioned
by war, certain governmental actions, nuclear reaction and certain other perils.
Coverage under a Special Hazard Insurance Policy will be at least equal to the
amount set forth in the related Prospectus Supplement.
Subject to the foregoing limitations, each Special Hazard Insurance Policy
will provide that, when there has been damage to the Mortgaged Property securing
a defaulted Mortgage Loan and to the extent such damage is not covered by the
Standard Hazard Insurance Policy, if any, maintained by the Mortgagor, the
Master Servicer or the Servicer, the Special Hazard Insurer will pay the lesser
of (i) the cost of repair or replacement of such Mortgaged Property or (ii) upon
transfer of such Mortgaged Property to the Special Hazard Insurer, the unpaid
balance of such Mortgage Loan at the time of acquisition of such Mortgaged
Property by foreclosure or deed in lieu of foreclosure, plus accrued interest to
the date of claim settlement (excluding late charges and penalty interest) and
certain expenses incurred in respect of such Mortgaged Property. No claim may be
validly presented under a Special Hazard Insurance Policy unless (i) hazard
insurance on the Mortgaged Property has been kept in force and other
reimbursable protection, preservation and foreclosure expenses have been paid
(all of which must be approved in advance as necessary by the insurer) and (ii)
the insured has acquired title to the Mortgaged Property as a result of default
by the Mortgagor. If the sum of the unpaid principal balance plus accrued
interest and certain expenses is paid by the Special Hazard Insurer, the amount
of further coverage under the related Special Hazard Insurance Policy will be
reduced by such amount less any net proceeds from the sale of the Mortgaged
Property. Any amount paid as the cost of repair of the Mortgaged Property will
further reduce coverage by such amount.
The terms of the Pooling and Servicing Agreement will require the Master
Servicer to maintain the Special Hazard Insurance Policy in full force and
effect throughout the term of the Pooling and Servicing Agreement. If a Pool
Insurance Policy is required to be maintained pursuant to the Pooling and
Servicing Agreement, the Special Hazard Insurance Policy will be designed to
permit full recoveries under the Pool Insurance Policy in circumstances where
such recoveries would otherwise be unavailable because Mortgaged Property has
been damaged by a cause not insured against by a Standard Hazard Insurance
Policy. In such event the Pooling and Servicing Agreement will provide that, if
the related Pool Insurance Policy shall have
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terminated or been exhausted through payment of claims, the Master Servicer will
be under no further obligation to maintain such Special Hazard Insurance Policy.
MORTGAGOR BANKRUPTCY BOND
In the event of a personal bankruptcy of a Mortgagor, a bankruptcy court
may establish the value of the related Mortgaged Property or Cooperative
Dwelling at an amount less than the then outstanding principal balance of the
related Mortgage Loan. The amount of the secured debt could be reduced to such
value, and the holder of such Mortgage Loan thus would become an unsecured
creditor to the extent the outstanding principal balance of such Mortgage Loan
exceeds the value so assigned to the Mortgaged Property or Cooperative Dwelling
by the bankruptcy court. In addition, certain other modifications of the terms
of a Mortgage Loan can result from a bankruptcy proceeding. If so specified in
the related Prospectus Supplement, losses resulting from a bankruptcy proceeding
affecting the Mortgage Loans in a Mortgage Pool with respect to a Series of
Certificates will be covered under a Mortgagor Bankruptcy Bond (or any other
instrument that will not result in a downgrading of the rating of the
Certificates of a Series by the Rating Agency that rated such Series). Any
Mortgagor Bankruptcy Bond will provide for coverage in an amount acceptable to
the Rating Agency rating the Certificates of the related Series, which will be
set forth in the related Prospectus Supplement. Subject to the terms of the
Mortgagor Bankruptcy Bond, the issuer thereof may have the right to purchase any
Mortgage Loan with respect to which a payment or drawing has been made or may be
made for an amount equal to the outstanding principal amount of such Mortgage
Loan plus accrued and unpaid interest thereon. The coverage of the Mortgagor
Bankruptcy Bond with respect to a Series of Certificates may be reduced as long
as any such reduction will not result in a reduction of the outstanding rating
of the Certificates of such Series by the Rating Agency rating such Series.
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS AND CONTRACTS
The following discussion contains summaries of certain legal aspects of
mortgage loans and manufactured housing conditional sales contracts and
installment loan agreements which are general in nature. Because such legal
aspects are governed by applicable state law (which laws may differ
substantially), the summaries do not purport to be complete nor to reflect the
laws of any particular state, nor to encompass the laws of all states in which
the security for the Mortgage Loans or Contracts is situated. The summaries are
qualified in their entirety by reference to the applicable federal and state
laws governing the Mortgage Loans and Contracts.
THE MORTGAGE LOANS
General
The Mortgage Loans (other than the Cooperative Loans) comprising or
underlying the Trust Assets for a Series will be secured by either first
mortgages or deeds of trust, depending upon the prevailing practice in the state
in which the underlying property is located. The filing of a mortgage, deed of
trust or deed to secure debt creates a lien or title interest upon the real
property covered by such instrument and represents the security for the
repayment of an obligation that is customarily evidenced by a promissory note.
It is not prior to the lien for real estate taxes and assessments or other
charges imposed under governmental police powers. Priority with respect to such
instruments depends on their terms, the knowledge of the parties to the mortgage
and generally on the order of recording with the applicable state, county or
municipal office. There are two parties to a mortgage: the mortgagor, who is the
borrower and homeowner, and the mortgagee, who is the lender. In a mortgage
state, the mortgagor delivers to the mortgagee a note or bond evidencing the
loan and the mortgage. Although a deed of trust is similar to a mortgage, a deed
of trust has three parties: the borrower-homeowner called the trustor (similar
to a mortgagor) a lender called the beneficiary (similar to a mortgagee) and a
third-party grantee called the trustee. Under a deed of trust, the borrower
grants the property, irrevocably until the debt is paid, in trust, generally
with a power of sale, to the trustee to secure payment of the loan. The
trustee's authority under a deed of trust and the mortgagee's authority under a
mortgage are governed by the express provisions of the deed of trust or
mortgage, applicable law and, in some cases, with respect to the deed of trust,
the directions of the beneficiary.
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Foreclosure
Foreclosure of a mortgage is generally accomplished by judicial action.
Generally, the action is initiated by the service of legal pleadings upon all
parties having an interest of record in the real property. Delays in completion
of the foreclosure occasionally may result from difficulties in locating
necessary parties defendant. When the mortgagee's right to foreclosure is
contested, the legal proceedings necessary to resolve the issue can be
time-consuming. After the completion of a judicial foreclosure proceeding, the
court may issue a judgment of foreclosure and appoint a receiver or other
officer to conduct the sale of the property. In some states, mortgages may also
be foreclosed by advertisement, pursuant to a power of sale provided in the
mortgage. Foreclosure of a mortgage by advertisement is essentially similar to
foreclosure of a deed of trust by non-judicial power of sale.
Though a deed of trust may also be foreclosed by judicial action,
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 upon a default by the borrower under the terms
of the note or deed of trust. In some states, the trustee must record a notice
of default and send a copy to the borrower-trustor and to any person who has
recorded a request for a copy of a notice of default and notice of sale. In
addition, the trustee must provide notice in some states to any other individual
having an interest in the real property, including any junior lienholders. If
the loan is not reinstated within any applicable cure period, a notice of sale
must be posted in a public place and, in most states, published for a specified
period of time in one or more newspapers. In addition, some state laws require
that a copy of the notice of sale be posted on the property and sent to all
parties having an interest of record in the property.
In some states, the borrower-trustor has the right to reinstate the loan at
any time following default until shortly before the trustee's sale. In general,
the borrower, or any other person having a junior encumbrance on the real
estate, may, during a reinstatement period, cure the default by paying the
entire amount in arrears plus the costs and expenses incurred in enforcing the
obligation. Certain state laws control the amount of foreclosure expenses and
costs, including attorneys' fees, which may be recovered by a lender.
In case of foreclosure under either a mortgage or a deed of trust, the sale
by the receiver or other designated officer, or by the trustee, is a public
sale. However, because of a number of factors, including the difficulty a
potential buyer at the sale would have in determining the exact status of title
and the fact that the physical condition of the property may have deteriorated
during the foreclosure proceedings, it is uncommon for a third party to purchase
the property at the foreclosure sale. Rather, it is common for the lender to
purchase the property from the trustee or receiver for a credit bid less than or
equal to the unpaid principal amount of the note, accrued and unpaid interest
and the expenses of foreclosure. Thereafter, subject to the right of the
borrower in some states to remain in possession during the redemption period,
the lender will assume the burdens of ownership, including obtaining hazard
insurance and making such repairs at its own expense as are necessary to render
the property suitable for sale. The lender commonly will obtain the services of
a real estate broker and pay the broker a commission in connection with the sale
of the property. Depending upon market conditions, the ultimate proceeds of the
sale of the property may not equal the lender's investment in the property. Any
loss may be reduced by the receipt of mortgage insurance proceeds.
Cooperative Loans
If specified in the Prospectus Supplement relating to a Series of
Certificates, the Mortgage Loans may also contain Cooperative Loans evidenced by
promissory notes secured by security interests in shares issued by private
corporations which are entitled to be treated as housing cooperatives under the
Code and in the related proprietary leases or occupancy agreements granting
exclusive rights to occupy specific dwelling units in the corporations'
buildings. The security agreement will create a lien upon, or grant a title
interest in, the property that it covers, the priority of which will depend on
the terms of the particular security agreement as well as the order of
recordation of the agreement in the appropriate recording office. Such a lien or
title interest is not prior to the lien for real estate taxes and assessments
and other charges imposed under governmental police powers.
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A corporation that is entitled to be treated as a housing cooperative under
the Code owns all the real property or some interest therein sufficient to
permit it to own the building and all separate dwelling units therein. The
cooperative is directly responsible for property management and, in most cases,
payment of real estate taxes and hazard and liability insurance. If there is a
blanket mortgage or mortgages on the cooperative apartment building and/or
underlying land, as is generally the case, or an underlying lease of the land,
as is the case in some instances, the cooperative, as property mortgagor, is
also responsible for meeting these mortgage or rental obligations. The interest
of the occupancy under proprietary leases or occupancy agreements as to which
that cooperative is the landlord are generally subordinate to the interest of
the holder of a blanket mortgage and to the interest of the holder of a land
lease. If the cooperative is unable to meet the payment obligations (i) arising
under a blanket mortgage, the mortgagee holding a blanket mortgage could
foreclose on that mortgage and terminate all subordinate proprietary leases and
occupancy agreements or (ii) arising under its land lease, the holder of the
land lease could terminate it and all subordinate proprietary leases and
occupancy agreements. Also, a blanket mortgage on a cooperative may provide
financing in the form of a mortgage that does not fully amortize, with a
significant portion of principal being due in one final payment at maturity. The
inability of the cooperative to refinance a mortgage and its consequent
inability to make such final payment could lead to foreclosure by the mortgagee.
Similarly, a land lease has an expiration date and the inability of the
cooperative to extend its term or, in the alternative, to purchase the land
could lead to termination of the cooperative's interest in the property and
termination of all proprietary leases and occupancy agreements. A foreclosure by
the holder of a blanket mortgage could eliminate or significantly diminish the
value of any collateral held by the lender who financed an individual
tenant-stockholder of cooperative shares including, in the case of the
Cooperative Loans, the collateral securing the Cooperative Loans. Similarly, the
termination of the land lease by its holder could eliminate or significantly
diminish the value of any collateral held by the lender who financed an
individual tenant-stockholder of the cooperative shares or, in the case of the
Cooperative Loans, the collateral securing the Cooperative Loans.
Each cooperative is owned by tenant-stockholders who, through ownership of
stock or shares in the corporation, receive proprietary leases or occupancy
agreements which confer exclusive rights to occupy specific units. Generally, a
tenant-stockholder of a cooperative must make a monthly payment to the
cooperative representing such tenant-stockholder's pro rata share of the
cooperative's payments for its blanket mortgage, real property taxes,
maintenance expenses and other capital or ordinary expenses. An ownership
interest in a cooperative and accompanying occupancy rights are financed through
a cooperative share loan evidenced by a promissory note and secured by a
security interest in the occupancy agreement or proprietary lease and in the
related cooperative shares. The lender takes possession of the share certificate
and a counterpart of the proprietary lease or occupancy agreement, and a
financing statement covering the proprietary lease or occupancy agreement and
the cooperative shares is filed in the appropriate state and local offices to
perfect the lender's interest in its collateral. Subject to the limitations
discussed below, upon default of the tenant-stockholder, the lender may sue for
judgment on the promissory note, dispose of the collateral at a public or
private sale or otherwise proceed against the collateral or tenant-stockholder
as an individual as provided in the security agreement covering the assignment
of the proprietary lease or occupancy agreement and the pledge of cooperative
shares. See "-- Realizing upon Cooperative Loan Security" below.
Tax Aspects of Cooperative Loans
In general, a "tenant-stockholder" (as defined in Section 216(b)(2) of the
Code) of a corporation that qualifies as a "cooperative housing corporation"
within the meaning of Section 216(b)(1) of the Code is allowed a deduction for
amounts paid or accrued within his taxable year to the corporation representing
his proportionate share of certain interest expenses and certain real estate
taxes allowable as a deduction under Section 216(a) of the Code to the
corporation under Sections 163 and 164 of the Code. In order for a corporation
to qualify under Section 216(b)(1) of the Code for its taxable year in which
such items are allowable as a deduction to the corporation, such section
requires, among other things, that at least 80% of the gross income of the
corporation be derived from its tenant-stockholder. By virtue of this
requirement the status of a corporation for purposes of Section 216(b)(1) of the
Code must be determined on a year-to-year basis. Consequently, there can be no
assurance that cooperatives relating to the Cooperative Loans will qualify under
such section for any particular year. In the event that such a cooperative fails
to qualify for one or more years,
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the value of the collateral securing any related Cooperative Loans could be
significantly impaired because no deduction would be allowable to
tenant-stockholders under Section 216(a) of the Code with respect to those
years. In view of the significance of the tax benefits accorded
tenant-stockholders of a corporation that qualifies under Section 216(b)(1) of
the Code, the likelihood that such a failure would be permitted to continue over
a period of years appears remote.
Realizing upon Cooperative Loan Security
The cooperative shares and proprietary lease or occupancy agreement owned
by the tenant-stockholder and pledged to the lender are, in almost all cases,
subject to restrictions on transfer as set forth in the cooperative's
certificate of incorporation and by-laws, as well as in the proprietary lease or
occupancy agreement. The proprietary lease or occupancy agreement, even while
pledged, may be cancelled by the cooperative for failure by the
tenant-stockholder to pay rent or other obligations or charges owed by such
tenant-stockholder, including mechanics' liens against the cooperative apartment
building incurred by such tenant-stockholder. Commonly, rent and other
obligations and charges arising under a proprietary lease or occupancy agreement
which are owed to the cooperative are made liens upon the shares to which the
proprietary lease or occupancy agreement relates. In addition, the proprietary
lease or occupancy agreement generally permits the cooperative to terminate such
lease or agreement in the event the borrower defaults in the performance of
covenants thereunder. The lender and the cooperative will typically enter into a
recognition agreement which establishes the rights and obligations of both
parties in the event of a default by the tenant-stockholder on its obligations
under the proprietary lease or occupancy agreement. A default by the tenant-
stockholder under the proprietary lease or occupancy agreement will usually
constitute a default under the security agreement between the lender and the
tenant-stockholder.
The recognition agreement generally provides that, in the event that the
tenant-stockholder has defaulted under the proprietary lease or occupancy
agreement, the cooperative will take no action to terminate such lease or
agreement until the lender has been provided with an opportunity to cure the
default. The recognition agreement typically provides that if the proprietary
lease or occupancy agreement is terminated, the cooperative will recognize the
lender's lien against proceeds from a sale of the cooperative apartment subject,
however, to the cooperative's right to sums due under such proprietary lease or
occupancy agreement or that have become liens on the shares relating to the
proprietary lease or occupancy agreement. The total amount owed to the
cooperative by the tenant-stockholder, which the lender generally cannot
restrict and does not monitor, could reduce the value of the collateral below
the outstanding principal balance of the cooperative loan and accrued and unpaid
interest thereon.
Recognition agreements also provide that in the event the lender succeeds
to the tenant-shareholder's shares and proprietary lease or occupancy agreement
as the result of realizing upon the collateral for a cooperative loan, the
lender must obtain the approval or consent of the cooperative as required by the
proprietary lease before transferring the cooperative shares or assigning the
proprietary lease. Such approval or consent is usually based on the prospective
purchaser's income and net worth, among other factors, and may significantly
reduce the number of potential purchasers, which could limit the ability of the
lender to sell and realize upon the value of the collateral. Generally, the
lender is not limited in any rights it may have to dispossess the
tenant-shareholders.
The terms of the Cooperative Loans do not require either the Mortgagor or
the Cooperative to obtain title insurance of any type. Consequently, the
existence of any prior liens or other imperfections of title also may adversely
affect the marketability of the Cooperative Dwelling in the event of
foreclosure.
In New York, lenders generally realize upon the pledged shares and
proprietary lease or occupancy agreement given to secure a cooperative loan by
public sale in accordance with the provisions of Article 9 of the Uniform
Commercial Code (the "UCC") and the security agreement relating to those shares.
Article 9 of the UCC requires that a sale be conducted in a "commercially
reasonable" manner. Whether a sale has been conducted in a "commercially
reasonable" manner will depend on the facts in each case. In determining
commercial reasonableness, a court will look to the notice given the debtor and
the method, manner, time,
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place and terms of the sale. Generally, a sale conducted according to the usual
practice of banks selling similar collateral will be considered reasonably
conducted.
Article 9 of the UCC provides that the proceeds of the sale will be applied
first to pay the costs and expenses of the sale and then to satisfy the
indebtedness secured by the lender's security interest. The recognition
agreement, however, generally provides that the lender's right to reimbursement
is subject to the right of the cooperative corporation to receive sums due under
the proprietary lease or occupancy agreement. If there are proceeds remaining,
the lender must account to the tenant-stockholder for the surplus. Conversely,
if a portion of the indebtedness remains unpaid, the tenant-stockholder is
generally responsible for the deficiency. See "Anti-Deficiency Legislation and
Other Limitations on Lenders" below.
In the case of foreclosure on a Multifamily Property that was converted
from a rental building to a building owned by a cooperative housing corporation
under a non-eviction plan, some states require that a purchaser at a foreclosure
sale take the property subject to rent control and rent stabilization laws which
apply to certain tenants who elected to remain in the building but not to
purchase shares in the cooperative when the building was so converted. Any such
restrictions could adversely affect the number of potential purchasers for and
the value of such property.
Rights of Redemption
In some states, after a sale pursuant to a deed of trust or foreclosure of
a mortgage, the borrower and certain foreclosed junior lienors are given a
statutory period in which to redeem the property from the foreclosure sale. In
certain other states, this right of redemption applies only to a sale following
judicial foreclosure, and not a 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 statutory right of redemption is to diminish the ability of the lender to sell
the foreclosed property. The exercise of a right of redemption would defeat the
title of any purchaser from the lender subsequent to foreclosure or sale under a
deed of trust. Consequently, the practical effect of the redemption right is to
force the lender to retain the property and pay the expenses of ownership until
the redemption period has run.
Anti-Deficiency Legislation and Other Limitations on Lenders
Certain states have imposed statutory restrictions that limit the remedies
of a beneficiary under a deed of trust or a mortgagee under a mortgage. In some
states, statutes limit the right of the beneficiary or mortgagee to obtain a
deficiency judgment against the borrower following foreclosure or a non-judicial
sale under a deed of trust. A deficiency judgment is a personal judgment against
the former borrower equal in most cases to the difference between the amount due
to the lender and the net amount realized upon the foreclosure sale. Other
statutes prohibit a deficiency judgment where the loan proceeds were used to
purchase a dwelling occupied by the borrower.
Some state statutes may require the beneficiary or mortgagee to exhaust the
security afforded under a deed of trust or mortgage by foreclosure in an attempt
to satisfy the full debt before bringing a personal action against the borrower.
In certain other states, the lender has the option of bringing a personal action
against the borrower on the debt without first exhausting such security;
however, in some of these states, the lender, following judgment on such
personal action, may be deemed to have elected a remedy and may be precluded
from exercising remedies with respect to the security. Consequently, the
practical effect of the election requirement, when applicable, is that lenders
will usually proceed first against the security rather than bringing a personal
action against the borrower.
Other statutory provisions may limit any deficiency judgment against the
former borrower following a foreclosure sale to the excess of the outstanding
debt over the fair market value of the property at the time of such sale. The
purpose of these statutes is to prevent a beneficiary or a mortgagee from
obtaining a large deficiency judgment against the former borrower as a result of
low or no bids at the foreclosure sale.
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In some states, exceptions to the anti-deficiency statutes are provided 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 the case of cooperative loans, lenders generally realize on cooperative
shares and the accompanying proprietary lease or occupancy agreement given to
secure a cooperative loan under Article 9 of the UCC. Some courts have
interpreted section 9-504 of the UCC to prohibit a deficiency award unless the
creditor establishes that the sale of the collateral (which, in the case of a
Cooperative Loan, would be the shares of the Cooperative and the related
proprietary lease or occupancy agreement) was conducted in a commercially
reasonable manner.
In addition to anti-deficiency and related legislation, numerous other
federal and state statutory provisions, including the federal bankruptcy laws,
the federal Soldiers' and Sailors' Civil Relief Act of 1940 and state laws
affording relief to debtors, may interfere with or affect the ability of a
secured mortgage lender to realize upon its security. For example, in a Chapter
13 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 deed of trust. The laws of some states provide priority to certain
tax liens over the lien of the mortgage or deed of trust. Numerous federal and
some state consumer protection laws impose substantive requirements upon
mortgage lenders in connection with the origination, servicing and 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, and related statutes and
regulations. These federal laws and state laws impose specific statutory
liabilities upon lenders who originate or service mortgage loans and who fail to
comply with the provisions of the law. In some cases, this liability may affect
assignees of the mortgage loans.
Unless otherwise specified in the related Prospectus Supplement, each
Mortgage Loan secured by Multifamily Property will be a non-recourse loan to the
Mortgagor. As a result, the Mortgagor's obligation to repay the Mortgage Loan
can be enforced only against the Mortgaged Property regardless of whether the
Mortgagor has other assets from which it could repay the loan.
Unless otherwise specified in the related Prospectus Supplement, the
mortgage securing each Mortgage Loan relating to Multifamily Property will
contain an assignment of rents and an assignment of leases, pursuant to which
the borrower assigns its right, title and interest as landlord under each lease
and the income derived therefrom to the Depositor, while retaining a license to
collect the rents so long as there is no default. In the event the borrower
defaults, the license terminates and the Trustee (as the assignee of such
assignment) is entitled to collect the rents. The Trustee may enforce its right
to such rents by seeking the appointment of a receiver to collect the rents
immediately after giving notice to the borrower of the default.
"Due-on-Sale" Clauses
The forms of note, mortgage and deed of trust relating to conventional
Mortgage Loans may contain a "due-on-sale" clause permitting acceleration of the
maturity of a loan if the borrower transfers its interest in the property. The
enforceability of these clauses has been subject of legislation or litigation in
many states, and in some cases the enforceability of these clauses was limited
or denied. However, the Garn-St Germain Depository Institutions Act of 1982 (the
"Garn-St Germain Act") preempts state constitutional, statutory and case law
that prohibits the enforcement of due-on-sale clauses and permits lenders to
enforce these clauses in accordance with their terms, subject to certain limited
exceptions. The Garn-St Germain Act does
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"encourage" lenders to permit assumption of loans at the original rate of
interest or at some other rate less than the average of the original rate and
the market rate.
The Garn-St Germain Act also sets forth nine specific instances in which a
mortgage lender covered by the Garn-St Germain Act may not exercise a
due-on-sale clause, notwithstanding the fact that a transfer of the property may
have occurred. These include intra-family transfers, certain transfers by
operation of law, leases of fewer than three years and the creation of a junior
encumbrance. Regulations promulgated under the Garn-St Germain Act also prohibit
the imposition of prepayment penalty upon the acceleration of a loan pursuant to
a due-on-sale clause.
The inability to enforce a due-on-sale clause may result in a mortgage loan
bearing an interest rate below the current market rate being assumed by a new
home buyer rather than being paid off, which may have an impact upon the average
life of the Mortgage Loans and the number of Mortgage Loans which may be
outstanding until maturity.
Enforceability of Certain Provisions
Standard forms of note, mortgage and deed of trust generally contain
provisions obligating the borrower to pay a late charge if payments are not
timely made and in some circumstances may provide for prepayment fees or
penalties if the obligation is paid prior to maturity. In certain states, there
are or may be specific limitations upon late charges which a lender may collect
from a borrower for delinquent payments. State and federal statutes or
regulations may also limit a lender's right to collect a prepayment penalty when
the prepayment is caused by the lender's acceleration of the loan pursuant to a
due-on-sale clause. Certain states also limit the amounts that a lender may
collect from a borrower as an additional charge if the loan is prepaid. Under
the Servicing Agreements and the Pooling and Servicing Agreement, late charges
and prepayment fees (to the extent permitted by law and not waived by the
Servicers) will be retained by the Servicers or Master Servicer as additional
servicing compensation.
Courts have imposed general equitable principles upon foreclosure. These
equitable principles are generally designed to relieve the borrower from the
legal effect of defaults under the loan documents. Examples of judicial remedies
that may be fashioned include judicial requirements that the lender undertake
affirmative and sometimes expensive actions to determine the causes for the
borrower's default and the likelihood that the borrower will be able to
reinstate the loan. In some cases, courts have substituted their judgment for
the lender's judgment and have required lenders to reinstate loans or recast
payment schedules to accommodate borrowers who are suffering from temporary
financial disability. In some cases, courts have limited the right of lenders to
foreclose if the default under the mortgage instrument is not monetary, such as
the borrower failing to adequately maintain or insure the property or the
borrower executing a second mortgage or deed of trust affecting the property. In
other cases, some courts have been faced with the issue whether federal or state
constitutional provisions reflecting due process concerns for adequate notice
require that borrowers under the deeds of trust receive notices in addition to
the statutorily-prescribed minimum requirements. For the most part, these cases
have upheld the notice provisions as being reasonable or have found that the
sale by a trustee under a deed of trust or under a mortgage having a power of
sale does not involve sufficient state action to afford constitutional
protections to the borrower.
Environmental Considerations
Under the federal Comprehensive Environmental Response Compensation and
Liability Act, as amended, a secured party which takes a deed in lieu of
foreclosure or purchases a mortgaged property at a foreclosure sale may become
liable in certain circumstances for the costs of remedial action ("Cleanup
Costs") if hazardous wastes or hazardous substances have been released or
disposed of on the property. Such Cleanup Costs may be substantial. It is
possible that such costs could become a liability of the Trust Fund and reduce
the amounts otherwise distributable to the Certificateholders if a Mortgaged
Property securing a Mortgage Loan became the property of the Trust Fund in
certain circumstances and if such Cleanup Costs were incurred.
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Except as otherwise specified in the related Prospectus Supplement, each
Unaffiliated Seller will represent, as of the date of delivery of the related
Series of Certificates, that to the best of its knowledge no Mortgaged Property
secured by Multifamily Property is subject to an environmental hazard that would
have to be eliminated under applicable law before the sale of, or which could
otherwise affect the marketability of, such Mortgaged Property or which would
subject the owner or operator of such Mortgaged Property or a lender secured by
such Mortgaged Property to liability under law, and that there are no liens
which relate to the existence of any clean-up of a hazardous substance (and to
the best of its knowledge no circumstances are existing that under law would
give rise to any such lien) affecting the Mortgaged Property which are or may be
liens prior to or on a parity with the lien of the related mortgage. The
Agreement will further provide that the Master Servicer, acting on behalf of the
Trust Fund, may not acquire title to a Mortgaged Property or take over its
operation unless the Master Servicer has received a report from a qualified
independent person selected by the Master Servicer setting forth whether such
Mortgaged Property is subject to or presents any toxic wastes or environmental
hazards and an estimate of the cost of curing or cleaning up such hazard.
THE CONTRACTS
General
As a result of the Depositor's assignment of the Contract to the Trustee,
the Certificateholders will succeed collectively to all of the rights (including
the right to receive payment on the Contracts) and will assume certain
obligations of the Depositor. Each 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 Contracts are described more fully below.
The Contracts generally are "chattel paper" as defined in the Uniform
Commercial Code 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 Pooling and Servicing Agreement, the Master Servicer or the
Depositor, as the case may be, will transfer physical possession of the
Contracts to the Trustee or its custodian. In addition, the Master Servicer will
make an appropriate filing of a UCC-1 financing statement in the appropriate
states to give notice of the Trustee's ownership of the Contracts. Unless
otherwise specified in the related Prospectus Supplement, the Contracts will not
be stamped or marked otherwise to reflect their assignment from the Depositor to
the Trustee. Therefore, if a subsequent purchaser were able to take physical
possession of the Contracts without notice of such assignment, the Trustee's
interest in the Contracts could be defeated.
Security Interests in the Manufactured Homes
The law governing perfection of a security interest in a Manufactured Home
varies from state to state. 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. The lender or
Master Servicer may effect such notation or delivery of the required documents
and fees, and obtain possession of the certificate of title, as appropriate
under the laws of the state in which any manufactured home securing a
manufactured housing conditional sales contract is registered. In the event the
Master Servicer or the lender 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 Contract. As manufactured homes have become
larger and often 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 provisions of
the UCC or a real estate mortgage under the real estate laws of the state where
the manufactured home is located. These filings must be made in the real estate
records office of
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the county where the manufactured home is located. Substantially all of the
Contracts will contain provisions prohibiting the borrower from permanently
attaching the Manufactured Home to its site. So long as the Obligor 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 a UCC financing
statement will be effective to maintain the priority of the seller's security
interest in the Manufactured Home. If, however, a Manufactured Home is
permanently 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 Unaffiliated Seller and transferred to the Depositor. With respect to a
Series of Certificates and as described in the related Prospectus Supplement,
the Master Servicer may be required to perfect a security interest in the
Manufactured Home under applicable real estate laws. If such real estate filings
are not required and if any of the foregoing events were to occur, the only
recourse of the Certificateholders would be against the Unaffiliated Seller
pursuant to its repurchase obligation for breach of warranties. Based on the
representations of the Unaffiliated Seller, the Depositor, however, believes
that 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 Contracts.
The Depositor will assign its security interests in the Manufactured Homes
to the Trustee on behalf of the Certificateholders. Unless otherwise specified
in the related Prospectus Supplement, neither the Depositor nor the Trustee will
amend the certificates of title to identify the Trustee as the new secured
party. Accordingly, the Depositor or such other entity as may be specified in
the Prospectus Supplement will continue to be named as the secured party on the
certificates of title relating to the Manufactured Homes. In most 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 assignor's rights as the secured party. However,
in some states there exists a risk that, in the absence of an amendment to the
certificate of title, such assignment of the security interest might not be held
effective against creditors of the assignor.
In the absence of fraud, forgery or permanent 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 Depositor 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 security interest assigned to the Depositor and the Certificateholders
is not perfected, such security interest would be subordinate to, among others,
subsequent purchasers for value of Manufactured Homes and holders of perfected
security interests. There also exists a risk in not identifying the
Certificateholders as the new secured party on the certificate of title that,
through fraud or negligence, the security interest of the Certificateholders
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 most 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 are 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 Trustee, or the Master Servicer as custodian
for the Trustee, must surrender possession if it holds the certificate of title
to such Manufactured Home or, in the case of Manufactured Homes registered in
states which provide for notation of lien, the Trustee would receive notice of
surrender if the security interest in the Manufactured Home is noted on the
certificate of title. Accordingly, the Trustee 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 manufactured housing conditional sales
contracts and installment loan agreements, the Master Servicer 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
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Obligor under a manufactured housing conditional sales contract or installment
loan agreement sells a Manufactured Home, the Trustee, or the Master Servicer as
custodian for the Trustee, 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 or installment loan agreement before release
of the lien. Under the Pooling and Servicing Agreement, the Master Servicer, on
behalf of the Depositor, is obligated to take such steps, at the Master
Servicer'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 take priority even over a perfected security interest. The
Depositor will represent in the Pooling and Servicing 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 a Contract. No notice will be given to the Trustee or Certificateholders
in the event such a lien arises and such lien would not give rise to a
repurchase obligation on the part of the party specified in the Pooling and
Servicing Agreement.
Enforcement of Security Interests in Manufactured Homes
The Master Servicer on behalf of the Trustee, to the extent required by the
related Pooling and Servicing 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. Except
in Louisiana, so long as the Manufactured Home has not become subject to the
real estate law, 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 debtor's loan. However, some
states impose prohibitions or limitations on deficiency judgments.
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.
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 to all claims and defenses which the debtor could
assert against the seller of goods. 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
against such 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.
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Transfers of Manufactured Homes, Enforceability of "Due-on-Sale" Clauses
The Contracts, in general, prohibit the sale or transfer of the related
Manufactured Homes without the consent of the Depositor or the Master Servicer
and permit the acceleration of the maturity of the Contracts by the Depositor or
the Master Servicer upon any such sale or transfer that is not consented to.
Unless otherwise specified in the related Prospectus Supplement, the Depositor
or the Master Servicer expects that it will permit most transfers of
Manufactured Homes 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 proceeding with respect to a Manufactured Home.
In the case of a transfer of a Manufactured Home after which the Depositor
desires to accelerate the maturity of the related Contract, the Depositor's
ability to do so will depend on the enforceability under state law of the
"due-on-sale" clause. The Garn-St Germain Act preempts, subject to certain
exceptions and conditions, state laws prohibiting enforcement of "due-on-sale"
clauses applicable to the Manufactured Homes. In some states the Depositor or
the Master Servicer may be prohibited from enforcing a "due-on-sale" clause in
respect of certain Manufactured 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 that is secured
by a first lien on certain kinds of manufactured housing. 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 that expressly rejects application of the federal law. Fifteen states
adopted such a law prior to the April 1, 1983 deadline. In addition, even where
Title V was not so rejected, any state is authorized by the law to adopt a
provision limiting discount points or other charges on loans covered by Title V.
In any state in which application of Title V was expressly rejected or a
provision limiting discount points or other charges has been adopted, no
Contract which imposes finance charges or provides for discount points or
charges in excess of permitted levels has been included in the Trust Assets or
Fund. The Depositor, or the party specified in the related Pooling and Servicing
Agreement will represent that all of the Contracts comply with applicable usury
laws.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
I. GENERAL
The following is a general discussion of the anticipated material federal
income tax consequences of the purchase, ownership and disposition of
Certificates. Cadwalder, Wickersham & Taft, New York, New York, Brown & Wood
LLP, or Sidley & Austin, New York, New York, counsel to the Depositor, is
delivering its opinion regarding certain federal income tax matters discussed
below. The opinion addresses only those issues specifically identified below as
being covered by such opinion; however, such opinion also states that the
additional discussion set forth below accurately sets forth Sidley & Austin's,
Brown & Wood LLP's or Cadwalader, Wickersham & Taft's advice with respect to
material federal income tax issues. As used hereinafter in "Certain Federal
Income Tax Consequences," "Mortgage Loans" shall include Mortgage Certificates
and Contracts and "Mortgage Pool" shall include "Contract Pool." The following
discussion does not purport to discuss all federal income tax consequences that
may be applicable to particular categories of investors, some of which may be
subject to special rules. Further, the authorities on which this discussion are
based are subject to change or differing interpretation, which change or
differing interpretation could apply retroactively. This discussion does not
address the state or local tax consequences of the purchase, ownership and
disposition of such Certificates. Investors should consult their own tax
advisers in determining the federal,
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state, local, or other tax consequences to them of the purchase, ownership and
disposition of the Certificates offered hereunder.
The following discussion addresses securities of two general types: (i)
certificates ("REMIC Certificates") representing interests in a Mortgage Pool
("REMIC Mortgage Pool") which the Master Servicer elects to have treated as a
real estate mortgage investment conduit ("REMIC") under Code Sections 860A
through 860G ("REMIC Provisions") and (ii) certificates ("Trust Certificates")
representing certain interests in a Trust Fund which the Master Servicer does
not elect to have treated as a REMIC. REMIC Certificates and Trust Certificates
will be referred to collectively as "Certificates."
Under the REMIC Provisions, REMICs may issue one or more classes of
"regular" interests and must issue one and only one class of "residual"
interests. A REMIC Certificate representing a regular interest in a REMIC
Mortgage Pool will be referred to as a "REMIC Regular Certificate" and a REMIC
Certificate representing a residual interest in a REMIC Mortgage Pool will be
referred to as a "REMIC Residual Certificate."
A Trust Certificate representing an undivided equitable ownership interest
in the principal of the Mortgage Loans constituting the related Trust Fund,
together with interest thereon at a remittance rate (which may be less than,
greater than, or equal to the pass-through rate), will be referred to as a
"Trust Fractional Certificate" and a Trust Certificate representing an equitable
ownership of all or a portion of the interest paid on each Mortgage Loan
constituting the related Trust Fund (net of normal servicing fees) will be
referred to as a "Trust Interest Certificate."
The following discussion is based in part upon the rules governing original
issue discount that are set forth in Code Sections 1271 through 1273 and 1275
and in Treasury regulations issued under the original issue discount provisions
of the Code (the "OID Regulations"), and the Treasury regulations issued under
the provisions of the Code relating to REMICs (the "REMIC Regulations").
II. REMIC TRUST FUNDS
A. Classification of REMIC Trust Funds
With respect to each series of REMIC Certificates relating to a REMIC
Mortgage Pool, Cadwalader, Wickersham & Taft, New York, New York, Brown & Wood
LLP, or Sidley & Austin, New York, New York, will deliver their opinion
generally to the effect that, assuming that (i) a REMIC election is made timely
in the required form, (ii) there is ongoing compliance with all provisions of
the related Pooling and Servicing Agreement, (iii) certain representations set
forth in the Pooling and Servicing Agreement are true and (iv) there is
continued compliance with applicable provisions of the Code, as it may be
amended from time to time, and applicable Treasury regulations issued
thereunder, such REMIC Mortgage Pool will qualify as a REMIC and the classes of
interests offered will be considered to be "regular interests" or "residual
interests" in that REMIC Mortgage Pool within the meaning of the REMIC
Provisions.
Holders of REMIC Certificates ("REMIC Certificateholders") should be aware
that, if an entity electing to be treated as a REMIC fails to comply with one or
more of the ongoing requirements of the Code for REMIC status during any taxable
year, the Code provides that the entity will not be treated as a REMIC for such
year and thereafter. In such event, an entity electing to be treated as a REMIC
may be taxable as a separate corporation under Treasury regulations, and the
REMIC Certificates issued by such entity may not be accorded the status
described below under the heading "Characterization of Investments in REMIC
Certificates." In the case of an inadvertent termination of REMIC status, the
Code provides the Treasury Department with authority to issue regulations
providing relief. Any such relief, however, may be accompanied by sanctions,
such as the imposition of a corporate tax on all or a portion of the REMIC's
income for the period of time in which the requirements for REMIC status are not
satisfied.
Among the ongoing requirements in order to qualify for REMIC treatment is
that substantially all of the assets of the Trust Fund (as of the close of the
third calendar month beginning after the creation of the REMIC and continually
thereafter) must consist of only "qualified mortgages" and "permitted
investments". In order to be a "qualified mortgage" or to support treatment of a
certificate of participation therein as a
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"qualified mortgage", an obligation must be principally secured by an interest
in real property. The REMIC Regulations treat an obligation secured by
manufactured housing qualifying as a single family residence under Code Section
25(e)(10) as an obligation secured by real property, without regard to the
treatment of the obligation or the property under state law. Under Code Section
25(e)(10), a single family residence includes any manufactured home that has a
minimum of 400 square feet of living space and a minimum width in excess of 102
inches and that is of a kind customarily used at a fixed location.
B. Characterization of Investments in REMIC Certificates
In general, REMIC Certificates are not treated for federal income tax
purposes as ownership interests in the assets of a REMIC Mortgage Pool. However,
(i) REMIC Certificates held by a mutual savings bank or a domestic building and
loan association will constitute "qualifying real property loans" within the
meaning of Code Section 593(d) in the same proportion that the assets of the
REMIC Mortgage Pool underlying such Certificates ("Assets") would be so treated;
(ii) REMIC Certificates held by a domestic building and loan association will
constitute a "regular or residual . . . interest in a REMIC" within the meaning
of Code Section 7701(a)(19)(C)(xi) in the same proportion that the Assets would
be treated as "loans secured by an interest in real property" within the meaning
of Code Section 7701(a)(19)(C)(v) or as other assets described in Code Section
7701(a)(19)(C)(i) through (x); and (iii) REMIC Certificates held by a real
estate investment trust will constitute "real estate assets" within the meaning
of Code Section 856(c)(5)(A), and any amount includible in gross income on the
REMIC Certificates will be considered "interest on obligations secured by
mortgages on real property or on interests in real property" within the meaning
of Code Section 856(c)(3)(B) in the same proportion that, for both purposes, the
Assets and income of the REMIC would be treated as "interests in real property"
as defined in Code Section 856(c)(6)(C) (or, as provided in the Committee
Report, as "real estate assets" as defined in Code Section 856(c)(6)(B)) and as
"interest on obligations secured by mortgages on real property or on interests
in real property", respectively. See, in this regard, "Characterization of
Investments in Trust Certificates -- Buydown Mortgage Loans," below. Moreover,
if 95% or more of the Assets qualify for any of the foregoing treatments, the
REMIC Certificates (and income thereon) will qualify for the corresponding
status in their entirety. Investors should be aware that the investment of
amounts in any Reserve Fund or GPM Fund in non-qualifying assets would, and,
holding property acquired by foreclosure pending sale might, reduce the amount
of the REMIC Certificates that would qualify for the foregoing treatment. The
REMIC Regulations provide that payments on Mortgage Loans held pending
distribution are considered part of the Mortgage Loans for purposes of Code
Sections 593(d) and 856(c)(5)(A); it is unclear whether such collected payments
would be so treated for purposes of Code Section 7701(a)(19)(C)(v), but there
appears to be no reason why analogous treatment should not be given to such
collected payments under that provision. The determination as to the percentage
of the REMIC's assets (or income) that will constitute assets (or income)
described in the foregoing sections of the Code will be made with respect to
each calendar quarter based on the average adjusted basis (or average amount of
income) of each category of the assets held (or income accrued) by the REMIC
during such calendar quarter. The REMIC will report those determinations to
Certificateholders in the manner and at the times required by applicable
Treasury regulations. The Prospectus Supplement or the related Current Report on
Form 8-K for each Series of REMIC Certificates will describe the Assets as of
the Cut-off Date. REMIC Certificates held by certain financial institutions will
constitute an "evidence of indebtedness" within the meaning of Code Section
582(c)(1); in addition, regular interests in any other REMIC acquired by a REMIC
in accordance with the requirements of Code Section 860G(a)(3)(A)(i) and (ii) or
Section 860G(a)(4)(B) will be treated as "qualified mortgages" within the
meaning of Code Section 860D(a)(4).
For purposes of characterizing an investment in REMIC Certificates, a
Contract secured by a Manufactured Home qualifying as a "single family
residence" under Code Section 25(e)(10) will constitute (i) a "qualifying real
property loan" within the meaning of Code Section 593(d), (ii) a "real estate
asset" within the meaning of Code Section 856, and (iii) an asset described in
Code Section 7701(a)(19)(C). With respect to the Contracts included in a Trust
Fund that makes an election to be treated as a REMIC, each Unaffiliated Seller
will represent and warrant that each of the Manufactured Homes securing such
contracts meets the definition of a "single family residence".
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C. Tiered REMIC Structures
For certain series of Certificates, two or more separate elections may be
made to treat designated portions of the related Trust Fund as REMICs ("Tiered
REMICs") for federal income tax purposes. Upon the issuance of any such series
of Certificates, Cadwalader, Wickersham & Taft, Brown & Wood LLP or Sidley &
Austin, counsel to the Depositor, will deliver its opinion generally to the
effect that, assuming compliance with all provisions of the related Pooling and
Servicing Agreement, the Tiered REMICs will each qualify as a REMIC and the
REMIC Certificates issued by the Tiered REMICs will be considered to evidence
ownership of REMIC Regular Certificates or REMIC Residual Certificates in the
related REMIC within the meaning of the REMIC Provisions.
Solely for purposes of determining whether the REMIC Certificates will be
"qualifying real property loans" under Code Section 593(d), "real estate assets"
within the meaning of Code Section 856(c)(5)(A), and assets described in Code
Section 7701(a)(19)(C), and whether the income on such Certificates is interest
described in Code Section 856(c)(3)(B), the Tiered REMICs will be treated as one
REMIC.
D. Taxation of Owners of REMIC Regular Certificates
Except as otherwise stated in this discussion, the REMIC Regular
Certificates will be treated for federal income tax purposes as debt instruments
issued by the REMIC Mortgage Pool and not as ownership interests in the REMIC
Mortgage Pool or its Assets. In general, interest, original issue discount and
market discount paid or accrued on a REMIC Regular Certificate will be treated
as ordinary income to the holder of such REMIC Regular Certificate.
Distributions in reduction of the stated redemption price at maturity of the
REMIC Regular Certificate will be treated as a return of capital to the extent
of such holder's basis in such REMIC Regular Certificate. Holders of REMIC
Regular Certificates that otherwise report income under a cash method of
accounting will be required to report income with respect to REMIC Regular
Certificates under an accrual method.
1. Original Issue Discount
Certain REMIC Regular Certificates may be issued with "original issue
discount" within the meaning of Code Section 1273(a). Any holders of REMIC
Regular Certificates issued with original issue discount generally will be
required to include original issue discount in income as it accrues, in
accordance with a constant yield method that takes into account the compounding
of interest, in advance of the receipt of the cash attributable to such income.
The Master Servicer will report annually (or more frequently if required) to the
Internal Revenue Service ("IRS") and to Certificateholders such information with
respect to the original issue discount accruing on the REMIC Regular
Certificates as may be required under Code Section 6049 and the regulations
thereunder. See "Reporting and Other Administrative Matters of REMICs" below.
Rules governing original issue discount are set forth in Code Sections 1271
through 1273 and 1275 and in the OID Regulations. Code Section 1272(a)(6)
provides special original issue discount rules applicable to REMIC Regular
Certificates.
Code Section 1272(a)(6) requires that a mortgage prepayment assumption
("Prepayment Assumption") be used in computing the accrual of original issue
discount on REMIC Regular Certificates, and for certain other federal income tax
purposes. The Prepayment Assumption is to be determined in the manner prescribed
in Treasury regulations. To date, no such regulations have been promulgated. The
Committee Report indicates that the regulations will provide that the Prepayment
Assumption, if any, used with respect to a particular transaction must be the
same as that used by the parties in pricing the transaction. The Master Servicer
will use a Prepayment Assumption in reporting original issue discount that is
consistent with this standard. However, neither the Depositor nor the Master
Servicer makes any representation that the Mortgage Loans will in fact prepay at
the rate reflected in the Prepayment Assumption or at any other rate. Each
investor must make its own decision as to the appropriate prepayment assumption
to be used in deciding whether or not to purchase any of the REMIC Regular
Certificates. The Prospectus Supplement with respect to a Series of REMIC
Certificates will disclose the Prepayment Assumption to be used in reporting
original issue discount, if any, and for certain other federal income tax
purposes.
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The total amount of original issue discount on a REMIC Regular Certificate
is the excess of the "stated redemption price at maturity" of the REMIC Regular
Certificate over its "issue price." Except as discussed in the following two
paragraphs, in general, the issue price of a particular class of REMIC Regular
Certificates offered hereunder will be the price at which a substantial amount
of REMIC Regular Certificates of that class are first sold to the public
(excluding bond houses and brokers), and the stated redemption price at maturity
of a REMIC Regular Certificate will be its Stated Principal Balance.
If a REMIC Regular Certificate is sold with accrued interest that relates
to a period prior to the issue date of such REMIC Regular Certificate, the
amount paid for the accrued interest will be treated instead as increasing the
issue price of the REMIC Regular Certificate. In addition, that portion of the
first interest payment in excess of interest accrued from the date of initial
issuance of the Certificates (the "Closing Date") to the first Distribution Date
will be treated for federal income tax reporting purposes as includible in the
stated redemption price at maturity of the REMIC Regular Certificates, and as
excludible from income when received as a payment of interest on the first
Distribution Date (except to the extent of any accrued market discount as of
that date). The OID Regulations suggest, however, that some or all of this
pre-issuance accrued interest "may" be treated as a separate asset (and hence
not includible in a REMIC Regular Certificate's issue price or stated redemption
price at maturity), whose cost is recovered entirely out of interest paid on the
first Distribution Date.
The stated redemption price at maturity of a REMIC Regular Certificate is
equal to the total of all payments to be made on such Certificate other than
"qualified stated interest." Under the OID Regulations, "qualified stated
interest" is interest that is unconditionally payable at least annually during
the entire term of the Certificate at either (i) a single fixed rate that
appropriately takes into account the length of the interval between payments or
(ii) a current value of a single "qualified floating rate" or "objective rate"
(each, a "Single Variable Rate"). A "current value" is the value of a variable
rate on any day that is no earlier than three months prior to the first day on
which that value is in effect and no later than one year following that day. A
"qualified floating rate" is a rate whose variations can reasonably be expected
to measure contemporaneous variations in the cost of newly borrowed funds in the
currency in which the Certificate is denominated. Such a rate remains qualified
even though it is multiplied by a fixed, positive multiple greater than 0.65 but
not exceeding 1.35, increased or decreased by a fixed rate, or both. Certain
combinations of rates constitute a single qualified floating rate, including (i)
interest stated at a fixed rate for an initial period of less than one year
followed by a qualified floating rate if the value of the floating rate at the
Closing Date is intended to approximate the fixed rate, and (ii) two or more
qualified floating rates that can reasonably be expected to have approximately
the same values throughout the term of the Certificate. A combination of such
rates is conclusively presumed to be a single floating rate if the values of all
rates on the Closing Date are within 0.25 percentage points of each other. A
variable rate that is subject to an interest rate cap, floor, governor or
similar restriction on rate adjustment may be a qualified floating rate only if
such restriction is fixed throughout the term of the instrument, or is not
reasonably expected as of the Closing Date to cause the yield on the debt
instrument to differ significantly from the expected yield absent the
restriction. Final regulations issued on June 11, 1996 define an "objective
rate" as a rate determined using a single fixed formula and based on objective
financial information or economic information. However, an objective rate does
not include a rate based on information that is in the control of the issuer or
that is unique to the circumstances of a related party. A combination of
interest stated at a fixed rate for an initial period of less than one year
followed by an objective rate is treated as a single objective rate if the value
of the objective rate at the Closing Date is intended to approximate the fixed
rate; such a combination of rates is conclusively presumed to be a single
objective rate if the objective rate on the Closing Date does not differ from
the fixed rate by more than 0.25 percentage points. The qualified stated
interest payable with respect to certain variable rate debt instruments not
bearing stated interest at a Single Variable Rate is discussed below under
"Variable Rate Certificates." Under the foregoing rules, some of the payments of
interest on a Certificate bearing a fixed rate of interest for an initial period
followed by a qualified floating rate of interest in subsequent periods could be
treated as included in the stated redemption price at maturity if the initial
fixed rate were to differ sufficiently from the rate that would have been set
using the formula applicable to subsequent periods. See "Variable Rate
Certificates." REMIC Regular Certificates offered hereby other than such
Certificates providing for variable rates of interest are not anticipated to
have stated interest other than "qualified stated interest," but if any such
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REMIC Regular Certificates are so offered, appropriate disclosures will be made
in the Prospectus Supplement. Some or all of the payments on REMIC Regular
Certificates providing for the accretion of interest will be included in the
stated redemption price at maturity of such Certificates.
Under a de minimis rule in the Code, as interpreted in the OID Regulations,
original issue discount on a REMIC Regular Certificate will be considered to be
zero if such original issue discount is less than 0.25% of the stated redemption
price at maturity of the REMIC Regular Certificate multiplied by the weighted
average life of the REMIC Regular Certificate. For this purpose, the weighted
average life of the REMIC Regular Certificate is computed as the sum of the
amounts determined by multiplying the amount of each payment under the
instrument (other than a payment of qualified stated interest) by a fraction,
whose numerator is the number of complete years from the issue date until such
payment is made and whose denominator is the stated redemption price at maturity
of such REMIC Regular Certificate. The IRS may take the position that this rule
should be applied taking into account the Prepayment Assumption and the effect
of any anticipated investment income. Under the OID Regulations, REMIC Regular
Certificates bearing only qualified stated interest except for any "teaser"
rate, interest holiday or similar provision are treated as subject to the de
minimis rule if the greater of the foregone interest or any excess of the
Certificates' stated principal amount over their issue price is less than such
de minimis amount.
The OID Regulations generally treat de minimis original issue discount as
includible in income as each principal payment is made, based on the product of
the total amount of such de minimis original issue discount and a fraction,
whose numerator is the amount of such principal payment and whose denominator is
the outstanding principal balance of the REMIC Regular Certificate. The OID
Regulations also permit a Certificateholder to elect to accrue de minimis
original issue discount (together with stated interest, market discount and
original issue discount) into income currently based on a constant yield method.
See "Taxation of Owners of REMIC Regular Certificates--Market Discount and
Premium."
Each holder of a REMIC Regular Certificate must include in gross income the
sum of the "daily portions" of original issue discount on its REMIC Regular
Certificate for each day during its taxable year on which it held such REMIC
Regular Certificate. For this purpose, in the case of an original holder of a
REMIC Regular Certificate, the daily portions of original issue discount will be
determined as follows. A calculation will first be made of the portion of the
original issue discount that accrued during each accrual period, that is
generally each period that ends on a date that corresponds to a Distribution
Date on the REMIC Regular Certificate and begins on the first day following the
immediately preceding accrual period (or in the case of the first such period,
begins on the Closing Date). For any accrual period such portion will equal the
excess, if any, of (i) the sum of (A) the present value of all of the
distributions remaining to be made on the REMIC Regular Certificate, if any, as
of the end of the accrual period and (B) distributions made on such REMIC
Regular Certificate during the accrual period of amounts included in the stated
redemption price at maturity, over (ii) the adjusted issue price of such REMIC
Regular Certificate at the beginning of the accrual period. The present value of
the remaining payments referred to in the preceding sentence will be calculated
based on (i) the yield to maturity of the REMIC Regular Certificate, calculated
as of the settlement date, giving effect to the Prepayment Assumption, (ii)
events (including actual prepayments) that have occurred prior to the end of the
accrual period and (iii) the Prepayment Assumption. The adjusted issue price of
a REMIC Regular Certificate at the beginning of any accrual period will equal
the issue price of such Certificate, increased by the aggregate amount of
original issue discount with respect to such REMIC Regular Certificate that
accrued in prior accrual periods, and reduced by the amount of any distributions
made on such REMIC Regular Certificate in prior accrual periods of amounts
included in the stated redemption price at maturity. The original issue discount
accruing during any accrual period will then be allocated ratably to each day
during the period to determine the daily portion of original issue discount for
each day. With respect to an accrual period between the settlement date and the
first Distribution Date on the REMIC Regular Certificate that is shorter than a
full accrual period, the OID Regulations permit the daily portions of original
issue discount to be determined according to any reasonable method.
A subsequent purchaser of a REMIC Regular Certificate that purchases such
REMIC Regular Certificate at a cost (not including payment for accrued qualified
stated interest) less than its remaining stated redemption price at maturity
will also be required to include in gross income, for each day on which it holds
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such REMIC Regular Certificate, the daily portions of original issue discount
with respect to such REMIC Regular Certificate, but reduced, if such cost
exceeds the "adjusted issue price", by an amount equal to the product of (i)
such daily portions and (ii) a constant fraction, whose numerator is such excess
and whose denominator is the sum of the daily portions of original issue
discount on such REMIC Regular Certificate for all days on or after the day of
purchase. The adjusted issued price of a REMIC Regular Certificate on any given
day is equal to the sum of the adjusted issue price (or, in the case of the
first accrual period, the issue price) of the REMIC Regular Certificate at the
beginning of the accrual period during which such day occurs and the daily
portions of original issue discount for all days during such accrual period
prior to such day, reduced by the aggregate amount of distributions made during
such accrual period prior to such day other than distributions of qualified
stated interest.
Variable Rate Certificates. REMIC Regular Certificates bearing interest at
one or more variable rates are subject to certain special rules. The qualified
stated interest payable with respect to certain variable rate debt instruments
not bearing interest at a Single Variable Rate generally is determined under the
OID Regulations by converting such instruments into fixed rate debt instruments.
Instruments qualifying for such treatment generally include those providing for
stated interest at (i) more than one qualified floating rate, or (ii) a single
fixed rate and (a) one or more qualified floating rates or (b) a single
"qualified inverse floating rate" (each, a "Multiple Variable Rate"). A
qualified inverse floating rate is an objective rate equal to a fixed rate
reduced by a qualified floating rate, the variations in which can reasonably be
expected to inversely reflect contemporaneous variations in the cost of newly
borrowed funds (disregarding permissible rate caps, floors, governors and
similar restrictions such as are described above).
Purchasers of REMIC Regular Certificates bearing a variable rate of
interest should be aware that there is uncertainty concerning the application of
Code Section 1272(a)(6) and the OID Regulations to such Certificates. In the
absence of other authority, the Master Servicer intends to be guided by the
provisions of the OID Regulations governing variable rate debt instruments in
adapting the provisions of Code Section 1272(a)(6) to such Certificates for the
purpose of preparing reports furnished to Certificateholders. The effect of the
application of such provisions generally will be to cause Certificateholders
holding Certificates bearing interest at a Single Variable Rate to take into
account for each period an amount corresponding approximately to the sum of (i)
the qualified stated interest accruing on the outstanding face amount of the
REMIC Regular Certificate as the stated interest rate for that Certificate
varies from time to time and (ii) the amount of original issue discount that
would have been attributable to that period on the basis of a constant yield to
maturity for a bond issued at the same time and issue price as the REMIC Regular
Certificate, having the same face amount and schedule of payments of principal
as such Certificate, subject to the same Prepayment Assumption, and bearing
interest at a fixed rate equal to the value of the applicable qualified floating
rate or qualified inverse floating rate in the case of a Certificate providing
for either such rate, or equal to the fixed rate that reflects the reasonably
expected yield on the Certificate in the case of a Certificate providing for an
objective rate other than an inverse floating rate, in each case as of the issue
date. Certificateholders holding REMIC Regular Certificates bearing interest at
a Multiple Variable Rate generally will take into account interest and original
issue discount under a similar methodology, except that the amounts of qualified
stated interest and original issue discount attributable to such a Certificate
first will be determined for an "equivalent" debt instrument bearing fixed
rates, the assumed fixed rates for which are (a) for each qualified floating
rate, the value of each such rate as of the Closing Date (with appropriate
adjustment for any differences in intervals between interest adjustment dates),
(b) for a qualified inverse floating rate, the value of the rate as of the
Closing Date, and (c) for any other objective rate, the fixed rate that reflects
the yield that is reasonably expected for the Certificate. If the interest paid
or accrued with respect to a Multiple Variable Rate Certificate during an
accrual period differs from the assumed fixed interest rate, such difference
will be an adjustment (to interest or original issue discount, as applicable) to
the Certificateholder's taxable income for the taxable period or periods to
which such difference relates.
In the case of a Certificate that provides for stated interest at a fixed
rate in one or more accrual periods and either one or more qualified floating
rates or a qualified inverse floating rate in other accrual periods, the fixed
rate is first converted into an assumed variable rate. The assumed variable rate
will be a qualified floating rate or a qualified inverse floating rate according
to the type of actual variable rates provided by the Certificate,
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and must be such that the fair market value of the REMIC Regular Certificate as
of issuance is approximately the same as the fair market value of an otherwise
identical debt instrument that provides for the assumed variable rate in lieu of
the fixed rate. The REMIC Regular Certificate is then subject to the
determination of the amount and accrual of original issue discount as described
above, by reference to the hypothetical variable rate instrument.
Purchasers of variable rate REMIC Regular Certificates further should be
aware that the provisions of the OID Regulations applicable to variable rate
debt instruments have been limited and may not apply to some REMIC Regular
Certificates having variable rates. If such a Certificate is not governed by the
provisions of the OID Regulations applicable to variable rate debt instruments,
it may be subject to provisions of Treasury regulations, issued in final form on
June 11, 1996, applicable to instruments having contingent payments (the "1996
Contingent Debt Regulations"). The application of those provisions to
instruments such as variable rate REMIC Regular Certificates is subject to
differing interpretations. Prospective purchasers of variable rate REMIC Regular
Certificates are advised to consult their tax advisers concerning the tax
treatment of such Certificates.
2. Market Discount and Premium
A Certificateholder that purchases a REMIC Regular Certificate at a market
discount, that is, at a purchase price less than the REMIC Regular Certificate's
stated redemption price at maturity, or, in the case of a REMIC Regular
Certificate issued with original issue discount, the REMIC Regular Certificate's
adjusted issue price (as defined under "Taxation of Owners of REMIC Regular
Certificates -- Original Issue Discount"), will recognize market discount upon
receipt of each payment of principal. In particular, such a holder will
generally be required to allocate each payment of principal on a REMIC Regular
Certificate first to accrued market discount, and to recognize ordinary income
to the extent such principal payment does not exceed the aggregate amount of
accrued market discount on such REMIC Regular Certificate not previously
included in income. Such market discount must be included in income in addition
to any original issue discount includible in income with respect to such REMIC
Regular Certificate.
A Certificateholder may elect to include market discount in income
currently as it accrues, rather than including it on a deferred basis in
accordance with the foregoing. If made, such election will apply to all market
discount bonds acquired by such Certificateholder on or after the first day of
the first taxable year to which such election applies. In addition, the OID
Regulations permit a Certificateholder to elect to accrue all interest, discount
(including de minimis market or original issue discount), reduced by any
premium, in income as interest, based on a constant yield method. If such an
election were made for a REMIC Regular Certificate with market discount, the
Certificateholder is deemed to have made an election to currently include market
discount in income with respect to all other debt instruments having market
discount that such Certificateholder acquires during the year of the election or
thereafter. Similarly, a Certificateholder that makes this election for a
Certificate that is acquired at a premium is deemed to have made an election to
amortize bond premium, as described below, with respect to all debt instruments
having amortizable bond premium that such Certificateholder owns or acquires.
The election to accrue interest, discount and premium on a constant yield method
with respect to a Certificate is irrevocable without the consent of the IRS.
Under a statutory de minimis exception, market discount with respect to a
REMIC Regular Certificate will be considered to be zero for purposes of Code
Sections 1276 through 1278 if such market discount is less than 0.25% of the
stated redemption price at maturity of such REMIC Regular Certificate multiplied
by the number of complete years to maturity remaining after the date of its
purchase. In interpreting a similar de minimis rule with respect to original
issue discount on obligations payable in installments, the OID Regulations refer
to the weighted average maturity of obligations, and it is likely that the same
rule will be applied in determining whether market discount is de minimis. It
appears that de minimis market discount on a REMIC Regular Certificate would be
treated in a manner similar to original issue discount of a de minimis amount.
See "Taxation of Holders of REMIC Regular Certificates -- Original Issue
Discount." Such treatment would result in discount being included in income at a
slower rate than discount would be required to be included using the method
described above. However, Treasury regulations implementing the market discount
de minimis exception have not been issued in proposed, temporary or final form,
and the precise
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treatment of de minimis market discount on obligations payable in more than one
installment therefore remains uncertain.
The 1986 Act grants authority to the Treasury Department to issue
regulations providing for the method for accruing market discount of more than a
de minimis amount on debt instruments, the principal of which is payable in more
than one installment. Until such time as regulations are issued by the Treasury
Department, certain rules described in the Committee Report might apply. Under
those rules, the holder of a bond purchased with more than de minimis market
discount may elect to accrue such market discount either on the basis of a
constant yield method or on the basis of the appropriate proportionate method
described below. Under the proportionate method for obligations issued with
original issue discount, the amount of market discount that accrues during a
period is equal to the product of (i) the total remaining market discount,
multiplied by (ii) a fraction, the numerator of which is the original issue
discount accruing during the period and the denominator of which is the total
remaining original issue discount at the beginning of the period. Under the
proportionate method for obligations issued without original issue discount, the
amount of market discount that accrues during a period is equal to the product
of (i) the total remaining market discount, multiplied by (ii) a fraction, the
numerator of which is the amount of stated interest paid during the accrual
period and the denominator of which is the total amount of stated interest
remaining to be paid at the beginning of the period. The Prepayment Assumption,
if any, used in calculating the accrual of original issue discount is to be used
in calculating the accrual of market discount under any of the above methods.
Because the regulations referred to in this paragraph have not been issued, it
is not possible to predict what effect such regulations might have on the tax
treatment of a REMIC Regular Certificate purchased at a discount in the
secondary market.
Further, a purchaser generally will be required to treat a portion of any
gain on sale or exchange of a REMIC Regular Certificate as ordinary income to
the extent of the market discount accrued to the date of disposition under one
of the foregoing methods, less any accrued market discount previously reported
as ordinary income. Such purchaser also may be required to defer a portion of
its interest deductions for the taxable year attributable to any indebtedness
incurred or continued to purchase or carry such REMIC Regular Certificate. Any
such deferred interest expense is, in general, allowed as a deduction not later
than the year in which the related market discount income is recognized. If such
holder elects to include market discount in income currently as it accrues on
all market discount instruments acquired by such holder in that taxable year or
thereafter, the interest deferral rule described above will not apply.
A REMIC Regular Certificate purchased at a cost (not including payment for
accrued qualified stated interest) greater than its remaining stated redemption
price at maturity will be considered to be purchased at a premium. The holder of
such a REMIC Regular Certificate may elect to amortize such premium under the
constant yield method. The OID Regulations also permit Certificateholders to
elect to include all interest, discount and premium in income based on a
constant yield method, further treating the Certificateholder as having made the
election to amortize premium generally, as described above. The Committee Report
indicates a Congressional intent that the same rules that will apply to accrual
of market discount on installment obligations will also apply in amortizing bond
premium under Code Section 171 on installment obligations such as the REMIC
Regular Certificates.
On June 27, 1996, the IRS published in the Federal Register proposed
regulations (the "Proposed Premium Regulations") on the amortization of bond
premium. The Proposed Premium Regulations describe the constant yield method
under which such premium is amortized and provide that the resulting offset to
interest income can be taken into account only as a Certificateholder takes the
corresponding interest income into account under such holder's regular
accounting method. In the case of instruments that may be called or repaid prior
to maturity, the Proposed Premium Regulations provide that the premium is
calculated by assuming that the issuer will exercise or not exercise its
redemption rights in the manner that maximizes the Certificateholder's yield and
the Certificateholder will exercise or not exercise its option in a manner that
maximizes the Certificateholder's Yield. The Proposed Premium Regulations are
proposed to be effective for debt instruments acquired on or after the date 60
days after the date final regulations are published in the Federal Register.
However, if a Certificateholder elects to amortize bond premium for the taxable
year containing such effective date, the Proposed Premium Regulations will apply
to all the Certificateholder's debt
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instruments held on or after the first day of that taxable year. It cannot be
predicted at this time whether the Proposed Premium Regulations will become
effective or what, if any, modifications will be made to them prior to their
becoming effective.
3. Treatment of Subordinated Certificates
As described above under "Credit Support -- Subordinated Certificates,"
certain Series of Certificates may contain one or more Classes or Subclasses of
Subordinated Certificates. Holders of Subordinated Certificates will be required
to report income with respect to such Certificates on the accrual method without
giving effect to delays and reductions in distributions attributable to defaults
or delinquencies on any Mortgage Loans, except possibly, in the case of income
that constitutes qualified stated interest, to the extent that it can be
established that such amounts are uncollectible. As a result, the amount of
income reported by a Certificateholder of a Subordinated Certificate in any
period could significantly exceed the amount of cash distributed to such
Certificateholder in that period.
Although not entirely clear, it appears that a corporate holder or a holder
who holds a Regular Certificate in the course of a trade or business generally
should be allowed to deduct as an ordinary loss any loss sustained on account of
partial or complete worthlessness of a Subordinated Certificate. Although
similarly unclear, a noncorporate holder who does not hold such Regular
Certificate in the course of a trade or business generally should be allowed to
deduct as a short-term capital loss any loss sustained on account of complete
worthlessness of a Subordinated Certificate. Special rules are applicable to
banks and thrift institutions, including rules regarding reserves for bad debts.
Holders of Subordinated Certificates should consult their own tax advisers
regarding the appropriate timing, character and amount of any loss sustained
with respect to Subordinated Certificates.
E. Taxation of Owners of REMIC Residual Certificates
1. General
An owner of a REMIC Residual Certificate ("Residual Owner") generally will
be required to report its daily portion of the taxable income or, subject to the
limitation described below in "Taxation of Owners of REMIC Residual
Certificates -- Basis Rules and Distributions," the net loss of the REMIC
Mortgage Pool for each day during a calendar quarter that the Residual Owner
owned such REMIC Residual Certificate. For this purpose, the daily portion will
be determined by allocating to each day in the calendar quarter, using a 30 days
per month/90 days per quarter/360 days per year counting convention, its ratable
portion of the taxable income or net loss of the REMIC Mortgage Pool for such
quarter, and by allocating the daily portions among the Residual Owners (on such
day) in accordance with their percentage of ownership interests on such day. Any
amount included in the gross income of, or allowed as a loss to, any Residual
Owner by virtue of the rule referred to in this paragraph will be treated as
ordinary income or loss. Purchasers of REMIC Residual Certificates should be
aware that taxable income from such Certificates may exceed cash distributions
with respect thereto in any taxable year. For example, if the Mortgage Loans are
acquired by a REMIC at a discount, then the holder of a residual interest may
recognize income without corresponding cash distributions. This result could
occur because a payment produces recognition by the REMIC of discount on the
Mortgage Loan while all or a portion of such payment could be used in whole or
in part to make principal payments on REMIC Regular Certificates issued without
substantial discount. Taxable income may also be greater in earlier years as a
result of the fact that interest expense deductions, expressed as a percentage
of the outstanding principal amount of the REMIC Regular Certificates, will
increase over time as the lower yielding sequences of Certificates are paid,
whereas interest income with respect to any given Mortgage Loan will remain
constant over time as a percentage of the outstanding principal amount of that
loan.
Any payments received by a holder of a REMIC Residual Certificate in
connection with the acquisition of such Certificate will be taken into account
in determining the income of such holder for federal income tax purposes.
Although it appears likely that any such payment would be includible in income
immediately upon its receipt, the IRS might assert that such payment should be
included in income over time according to an amortization schedule or according
to some other method. Because of the uncertainty concerning the
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treatment of such payments, holders of REMIC Residual Certificates should
consult their tax advisers concerning the treatment of such payments for income
tax purposes.
2. Taxable Income or Net Loss of the REMIC Trust Fund
The taxable income or net loss of the REMIC Mortgage Pool will reflect a
netting of income from the Mortgage Loans, any cancellation of indebtedness
income due to the allocation of Realized Losses to REMIC Regular Certificates,
and the deductions and losses allowed to the REMIC Mortgage Pool. Such taxable
income or net loss for a given calendar quarter will be determined in the same
manner as for an individual having the calendar year as his taxable year and
using the accrual method of accounting, with certain modifications. The first
modification is that a deduction will be allowed for accruals of interest
(including original issue discount) on the REMIC Regular Certificates. Second,
market discount equal to the excess of any Mortgage Loan's adjusted issue price
(as determined under "Taxation of Owners of REMIC Regular Certificates -- Market
Discount and Premium") over its fair market value at the time of its transfer to
the REMIC Mortgage Pool generally will be included in income as it accrues,
based on a constant yield method and on the Prepayment Assumption. For this
purpose, the Master Servicer intends to treat the fair market value of the
Mortgage Loans as being equal to the aggregate issue prices of the REMIC Regular
Certificates and REMIC Residual Certificates; if one or more classes of REMIC
Regular Certificates or REMIC Residual Certificates are retained by the
Depositor, the Master Servicer will estimate the value of such retained
interests in order to determine the fair market value of the Mortgage Loans for
this purpose. Third, no item of income, gain, loss or deduction allocable to a
prohibited transaction (see "Prohibited Transactions and Other Possible REMIC
Taxes", below) will be taken into account. Fourth, the REMIC Mortgage Pool
generally may not deduct any item that would not be allowed in calculating the
taxable income of a partnership by virtue of Code Section 703(a)(2). Fifth, the
REMIC Regulations provide that the limitation on miscellaneous itemized
deductions imposed on individuals by Code Section 67 will not be applied at the
Mortgage Pool level to the servicing fees paid to the Master Servicer or
sub-servicers if any. (See, however, "Pass-Through of Servicing Fees", below.)
If the deductions allowed to the REMIC Mortgage Pool exceed its gross income for
a calendar quarter, such excess will be the net loss for the REMIC Mortgage Pool
for that calendar quarter.
3. Basis Rules and Distributions
Any distribution by a REMIC Mortgage Pool to a Residual Owner will not be
included in the gross income of such Residual Owner to the extent it does not
exceed the adjusted basis of such Residual Owner's interest in a REMIC Residual
Certificate. Such distribution will reduce the adjusted basis of such interest,
but not below zero. To the extent a distribution exceeds the adjusted basis of
the REMIC Residual Certificate, it will be treated as gain from the sale of the
REMIC Residual Certificate. (See "Sales of REMIC Certificates," below.) The
adjusted basis of a REMIC Residual Certificate is equal to the amount paid for
such REMIC Residual Certificate, increased by amounts included in the income of
the Residual Owner (see "Taxation of Owners of REMIC Residual
Certificates -- Daily Portions" above), and decreased by distributions and by
net losses taken into account with respect to such interest.
A Residual Owner is not allowed to take into account any net loss for any
calendar quarter to the extent such net loss exceeds such Residual Owner's
adjusted basis in its REMIC Residual Certificate as of the close of such
calendar quarter (determined without regard to such net loss). Any loss
disallowed by reason of this limitation may be carried forward indefinitely to
future calendar quarters and, subject to the same limitation, may be used only
to offset income from the REMIC Residual Certificate.
The effect of these basis and distribution rules is that a Residual Owner
may not amortize its basis in a REMIC Residual Certificate, but may only recover
its basis through distributions, through the deduction of any net losses of the
REMIC Mortgage Pool or upon the sale of its REMIC Residual Certificate. See
"Sales of REMIC Certificates," below. The Residual Owner does, however, receive
reduced taxable income over the life of the REMIC because the REMIC's basis in
the underlying REMIC Mortgage Pool includes the fair market value of the REMIC
Regular Certificates and REMIC Residual Certificates.
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4. Excess Inclusions
Any "excess inclusions" with respect to a REMIC Residual Certificate are
subject to certain special tax rules. With respect to a Residual Owner, the
excess inclusion for any calendar quarter is defined as the excess (if any) of
the daily portions of taxable income over the sum of the "daily accruals" for
each day during such quarter that such REMIC Residual Certificate was held by
such Residual Owner. The daily accruals are determined by allocating to each day
during a calendar quarter its ratable portion of the product of the "adjusted
issue price" of the REMIC Residual Certificate at the beginning of the calendar
quarter and 120 percent of the long-term "applicable federal rate" (generally,
an average of current yields on Treasury securities of comparable maturity, and
hereafter the "AFR") in effect at the time of issuance of the REMIC Residual
Certificate. For this purpose, the adjusted issue price of a REMIC Residual
Certificate as of the beginning of any calendar quarter is the issue price of
the REMIC Residual Certificate, increased by the amount of daily accruals for
all prior quarters and decreased by any distributions made with respect to such
REMIC Residual Certificate before the beginning of such quarter. The issue price
of a REMIC Residual Certificate is the initial offering price to the public
(excluding bond houses and brokers) at which a substantial amount of the REMIC
Residual Certificates were sold.
For Residual Owners, other than thrift institutions described in Code
Section 593, an excess inclusion cannot be offset by deductions, losses or loss
carryovers from other activities. For Residual Owners that are subject to tax on
unrelated business taxable income (as defined in Code Section 511), an excess
inclusion is treated as unrelated business taxable income. For Residual Owners
that are nonresident alien individuals or foreign corporations generally subject
to United States 30% withholding tax, even if interest paid to such Residual
Owners is generally eligible for exemptions from such tax, an excess inclusion
will be subject to such tax and no tax treaty rate reduction or exemption may be
claimed with respect thereto. See "Foreign Investors in REMIC Certificates."
Provisions enacted by the "Technical and Miscellaneous Revenue Act of 1988"
(the "1988 Act") cause the above described exception for thrift institutions
generally to apply only to those residual interests held and deductions, losses
and loss carryovers incurred directly by such institutions (and not by other
members of an affiliated group of corporations filing a consolidated income tax
return) or certain wholly owned direct subsidiaries of such institutions formed
and operated exclusively in connection with the organization and operation of
one or more REMICs. The REMIC Regulations further limit this exception to
residual interests having "significant value." In order to have significant
value, the REMIC Residual Certificates must have an aggregate issue price, at
issuance, at least equal to two percent of the aggregate issue prices of all of
the related REMIC Regular and Residual Certificates. In addition, the
anticipated weighted average life of the REMIC Residual Certificates must equal
or exceed 20 percent of the anticipated weighted average life of the REMIC,
based on the Prepayment Assumption and on any required or permitted clean up
calls or required liquidation provided for in the REMIC's organizational
documents. Although it has not done so, the Treasury Department also has
authority to issue regulations that, if REMIC Residual Certificates are found in
the aggregate not to have "significant value," would treat as excess inclusions
with respect to any REMIC Residual Certificate the entire daily portion of
taxable income for such REMIC Residual Certificate. Each Prospectus Supplement
pursuant to which REMIC Residual Certificates are offered will state whether
such REMIC Residual Certificates will have, or may be regarded as having,
significant value under the REMIC Regulations; provided, however, that any
disclosure that a REMIC Residual Certificate will have "significant value" will
be based upon certain assumptions, and the Depositor will make no representation
that a REMIC Residual Certificate will have "significant value" for purposes of
the above described rules or that a REMIC Residual Owner will receive
distributions of amounts calculated pursuant to those assumptions.
In the case of any REMIC Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to such REMIC
Residual Certificates, reduced (but not below zero) by the real estate
investment trust taxable income (within the meaning of Code Section 857(b)(2),
excluding any net capital gain), will be allocated among the shareholders of
such trust in proportion to the dividends received by such shareholders from
such trust, and any amount so allocated will be treated as an excess inclusion
with respect to a REMIC Residual Certificate as if held directly by such
shareholder.
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5. Noneconomic REMIC Residual Certificates
Under the REMIC Regulations, transfers of "noneconomic" REMIC Residual
Certificates will be disregarded for all federal income tax purposes if "a
significant purpose of the transfer was to enable the transferor to impede the
assessment or collection of tax." If such transfer is disregarded, the purported
transferor will continue to remain liable for any taxes due with respect to the
income on such "noneconomic" REMIC Residual Certificate. The REMIC Regulations
provide that a REMIC Residual Certificate is noneconomic unless, at the time of
its transfer and based on the Prepayment Assumption and any required or
permitted clean up calls or required liquidation provided for in the REMIC's
organizational documents, (1) the present value of the expected future
distributions (discounted using the AFR) on the REMIC Residual Certificate
equals at least the product of the present value of the anticipated excess
inclusions and the highest tax rate applicable to corporations for the year of
the transfer, and (2) the transferor reasonably expects that the transferee will
receive distributions with respect to the REMIC Residual Certificate at or after
the time the taxes accrue on the anticipated excess inclusions in an amount
sufficient to satisfy the accrued taxes. Accordingly, all transfers of REMIC
Residual Certificates that may constitute noneconomic residual interests will be
subject to certain restrictions under the terms of the related Pooling and
Servicing Agreement that are intended to reduce the possibility of any such
transfer being disregarded. Such restrictions will require each party to a
transfer to provide an affidavit that no purpose of such transfer is to impede
the assessment or collection of tax, including certain representations as to the
financial condition of the prospective transferee. Prior to purchasing a REMIC
Residual Certificate, prospective purchasers should consider the possibility
that a purported transfer of such REMIC Residual Certificate by such a purchaser
to another purchaser at some future date may be disregarded in accordance with
the above-described rules, which would result in the retention of tax liability
by such purchaser. The applicable Prospectus Supplement will disclose whether
offered REMIC Residual Certificates may be considered "noneconomic" residual
interests under the REMIC Regulations; provided, however, that any disclosure
that a REMIC Residual Certificate will or will not be considered "noneconomic"
will be based upon certain assumptions, and the Depositor will make no
representation that a REMIC Residual Certificate will not be considered
"noneconomic" for purposes of the above-described rules or that a REMIC Residual
Owner will receive distributions calculated pursuant to such assumptions. See
"Foreign Investors in REMIC Certificates" below for additional restrictions
applicable to transfers of certain REMIC Residual Certificates to foreign
persons.
6. Tax-Exempt Investors
Tax-exempt organizations (including employee benefit plans) that are
subject to tax on unrelated business taxable income (as defined in Code Section
511) will be subject to tax on any excess inclusions attributed to them as
owners of Residual Certificates. Excess inclusion income associated with a
Residual Certificate may significantly exceed cash distributions with respect
thereto. See "Excess Inclusions".
Generally, tax-exempt organizations that are not subject to federal income
taxation on "unrelated business taxable income" pursuant to Code Section 511 are
treated as "disqualified organizations" under provisions of the 1988 Act. Under
provisions of the Pooling and Servicing Agreement, such organizations generally
are prohibited from owning Residual Certificates. See "Sales of REMIC
Certificates".
7. Real Estate Investment Trusts
If the applicable Prospectus Supplement so provides, a Mortgage Pool may
hold Mortgage Loans bearing interest based wholly or partially on Mortgagor
profits, Mortgaged Property appreciation, or similar contingencies. Such
interest, if earned directly by a real estate investment trust ("REIT"), would
be subject to the limitations of Code Sections 856(f) and 856(j). Treasury
Regulations treat a REIT holding a REMIC Residual Certificate for a principal
purpose of avoiding such Code provisions as receiving directly the income of the
REMIC Mortgage Pool, hence potentially jeopardizing its qualification for
taxation as a REIT and exposing such income to taxation as a prohibited
transaction at a 100 percent rate.
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8. Mark-to-Market Rules
Code Section 475 generally requires that securities dealers include
securities in inventory at their fair market value, recognizing gain or loss as
if the securities were sold at the end of each tax year. Prospective purchasers
of the REMIC Residual Certificates should be aware that on January 3, 1995, the
Internal Revenue Service released proposed regulations (the "Proposed Mark to
Market Regulations") under Code Section 475 relating to the requirement that a
securities dealer mark to market securities held for sale to customers. This
mark-to-market requirement applies to all securities of a dealer, except to the
extent that the dealer has specifically identified a security as held for
investment. The Proposed Mark to Market Regulations provide that, for purposes
of this mark-to-market requirement, a REMIC Residual Certificate is not treated
as a security and thus may not be marked to market. The Proposed Mark to Market
Regulations would apply to all REMIC Residual Certificates acquired on or after
January 4, 1995.
F. Sales of REMIC Certificates
If a REMIC Certificate is sold, the seller will recognize gain or loss
equal to the difference between the amount realized on the sale and its adjusted
basis in the REMIC Certificate. The adjusted basis of a REMIC Regular
Certificate generally will equal the cost of such REMIC Regular Certificate to
the seller, increased by any original issue discount or market discount included
in the seller's gross income with respect to such REMIC Regular Certificate and
reduced by premium amortization deductions and distributions previously received
by the seller of amounts included in the stated redemption price at maturity of
such REMIC Regular Certificate. The adjusted basis of a REMIC Residual
Certificate will be determined as described under "Taxation of Owners of REMIC
Residual Certificates -- Basis Rules and Distributions." Gain from the
disposition of a REMIC Regular Certificate that might otherwise be treated as a
capital gain will be treated as ordinary income to the extent that such gain
does not exceed the excess, if any, of (i) the amount that would have been
includible in such holder's income had income accrued at a rate equal to 110% of
the AFR as of the date of purchase over (ii) the amount actually includible in
such holder's income. Except as otherwise provided under "Taxation of Owners of
REMIC Regular Certificates -- Market Discount and Premium" and under Code
Section 582(c), any additional gain or any loss on the sale or exchange of a
REMIC Certificate will be capital gain or loss, provided such REMIC Certificate
is held as a capital asset (generally, property held for investment) within the
meaning of Code Section 1221. The Code currently provides for a top marginal tax
rate of 39.6% for individuals while maintaining a maximum marginal rate for the
long-term capital gains of individuals at 28%. There is no such rate
differential for corporations. In addition, the distinction between a capital
gain or loss and ordinary income or loss remains relevant for other purposes,
including limitations on the use of capital losses to offset ordinary income.
All or a portion of any gain from the sale of a REMIC Certificate that
might otherwise be capital gain may be treated as ordinary income (i) if such
Certificate is held as part of a "conversion transaction" as defined in Code
Section 1258(c), up to the amount of interest that would have accrued on the
holder's net investment in the conversion transaction at 120% of the appropriate
applicable Federal rate under Code Section 1274(d) in effect at the time the
taxpayer entered into the transaction reduced by any amount treated as ordinary
income with respect to any prior disposition or other termination of a position
that was held as part of such transaction, or (ii) in the case of a noncorporate
taxpayer that has made an election under Code Section 163(d)(4) to have net
capital gains taxed as investment income at ordinary income rates.
If a Residual Owner sells a REMIC Residual Certificate at a loss, the loss
will not be recognized if, within six months before or after the sale of the
REMIC Residual Certificate, such Residual Owner purchases another residual in
any REMIC or any interest in a taxable mortgage pool (as defined in Code Section
7701(i)) comparable to a residual interest in a REMIC. Such disallowed loss will
be allowed upon the sale of the other residual interest (or comparable interest)
if the rule referred to in the preceding sentence does not apply to that sale.
While the Committee Report states that this rule may be modified by Treasury
regulations, the REMIC Regulations do not address this issue and it is not clear
whether any such modification will in fact be implemented or, if implemented,
what its precise nature or effective date would be.
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The 1988 Act makes transfers of a REMIC Residual Certificate to certain
"disqualified organizations" subject to an additional tax on the transferor in
an amount equal to the maximum corporate tax rate applied to the present value
(using a discount rate equal to the AFR) of the total anticipated excess
inclusions with respect to such residual interest for the periods after the
transfer. For this purpose, "disqualified organizations" includes the United
States, any state or political subdivision of a state, any foreign government or
international organization or any agency or instrumentality of any of the
foregoing; any tax-exempt entity (other than a Code Section 521 cooperative)
which is not subject to the tax on unrelated business income; and any rural
electrical or telephone cooperative. The anticipated excess inclusions must be
determined as of the date that the REMIC Residual Certificate is transferred and
must be based on events that have occurred up to the time of such transfer, the
Prepayment Assumption, and any required or permitted clean up calls or required
liquidation provided for in the REMIC's organizational documents. The tax
generally is imposed on the transferor of the REMIC Residual Certificate, except
that it is imposed on an agent for a disqualified organization if the transfer
occurs through such agent. The Pooling and Servicing Agreement requires, as a
prerequisite to any transfer of a Residual Certificate, the delivery to the
Trustee of an affidavit of the transferee to the effect that it is not a
disqualified organization and contains other provisions designed to render any
attempted transfer of a Residual Certificate to a disqualified organization
void.
In addition, if a "pass-through entity" includes in income excess
inclusions with respect to a REMIC Residual Certificate, and a disqualified
organization is the record holder of an interest in such entity at any time
during any taxable year of such entity, then a tax will be imposed on such
entity equal to the product of (i) the amount of excess inclusions on the REMIC
Residual Certificate for such taxable year that are allocable to the interest in
the pass-through entity held by such disqualified organization and (ii) the
highest marginal federal income tax rate imposed on corporations. A pass-through
entity will not be subject to this tax for any period, however, if the record
holder of an interest in such entity furnishes to such entity (i) such holder's
social security number and a statement under penalties of perjury that such
social security number is that of the record holder or (ii) a statement under
penalties of perjury that such record holder is not a disqualified organization.
For these purposes, a "pass-through entity" means any regulated investment
company, real estate investment trust, trust, partnership or certain other
entities described in Code Section 860E(e)(6). In addition, a person holding an
interest in a pass-through entity as a nominee for another person shall, with
respect to such interest, be treated as a pass-through entity.
G. Pass-Through of Servicing Fees
The general rule is that Residual Owners take into account taxable income
or net loss of the related REMIC Mortgage Pool. Under that rule, servicing
compensation of the Master Servicer and the subservicers (if any) will be
allocated to the holders of the REMIC Residual Certificates, and therefore will
not affect the income or deductions of holders of REMIC Regular Certificates.
However, in the case of a "single-class REMIC", such expenses and an equivalent
amount of additional gross income will be allocated among all holders of REMIC
Regular Certificates and REMIC Residual Certificates for purposes of the
limitations on the deductibility of certain miscellaneous itemized deductions by
individuals contained in Code Sections 56(b)(1) and 67. Generally, any holder of
a REMIC Residual Certificate and any holder of a REMIC Residual Certificate
issued by a "single-class REMIC" who is an individual, estate or trust
(including such a person that holds an interest in a pass-through entity holding
such a REMIC Certificate) will be able to deduct such expenses in determining
regular taxable income only to the extent that such expenses together with
certain other miscellaneous itemized deductions of such individual, estate or
trust exceed 2% of adjusted gross income; such a holder may not deduct such
expenses to any extent in determining liability for alternative minimum tax.
Accordingly, REMIC Residual Certificates, and REMIC Regular Certificates
receiving an allocation of servicing compensation, may not be appropriate
investments for individuals, estates or trusts, and such persons should
carefully consult with their own tax advisers regarding the advisability of an
investment in such Certificates.
A "single-class REMIC" is a REMIC that either (i) would be treated as an
investment trust under the provisions of Treasury Regulation Section
301.7701-4(c) in the absence of a REMIC election, or (ii) is substantially
similar to such an investment trust and is structured with the principal purpose
of avoiding the
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allocation of investment expenses to holders of REMIC Regular Certificates. The
Depositor intends (subject to certain exceptions which, if applicable, will be
stated in the applicable Prospectus Supplement) to treat each REMIC Mortgage
Pool as other than a "single-class REMIC," consequently allocating servicing
compensation expenses and related income amounts entirely to REMIC Residual
Certificates and in no part to REMIC Regular Certificates.
H. Prohibited Transactions and Other Possible REMIC Taxes
The Code imposes a tax on REMIC Mortgage Pools equal to 100 percent of the
net income derived from "prohibited transactions". In general, a prohibited
transaction means the disposition of a Mortgage Loan other than pursuant to
certain specified exceptions, the receipt of income from a source other than a
Mortgage Loan or certain other permitted investments, the receipt of
compensation for services, or gain from the disposition of an asset purchased
with the payments on the Mortgage Loans for temporary investment pending
distribution on the REMIC Certificates. The Code also imposes a 100 percent tax
on the value of any contribution of assets to the REMIC after the "startup day"
(the day on which the regular and residual interests are issued), other than
pursuant to specified exceptions, and subjects "net income from foreclosure
property" to tax at the highest corporate rate. It is not anticipated that a
REMIC Mortgage Pool will engage in any such transactions or receive any such
income.
I. Termination of a REMIC Trust Fund
In general, no special tax consequences will apply to a holder of a REMIC
Regular Certificate upon the termination of the REMIC Mortgage Pool by virtue of
the final payment or liquidation of the last Mortgage Loan remaining in the
REMIC Mortgage Pool. If a Residual Owner's adjusted basis in its REMIC Residual
Certificate at the time such termination occurs exceeds the amount of cash
distributed to such Residual Owner in liquidation of its interest, then,
although the matter is not entirely free from doubt, it appears that the
Residual Owner would be entitled to a loss (which could be a capital loss) equal
to the amount of such excess.
J. Reporting and Other Administrative Matters of REMICs
Reporting of interest income, including any original issue discount, with
respect to REMIC Regular Certificates is required annually, and may be required
more frequently under Treasury regulations. Certain holders of REMIC Regular
Certificates who are generally exempt from information reporting on debt
instruments, such as corporations, banks, registered securities or commodities
brokers, real estate investment trusts, registered investment companies, common
trust funds, charitable remainder annuity trusts and unitrusts, will be provided
interest and original issue discount income information and the information set
forth in the following paragraph upon request in accordance with the
requirements of the Treasury regulations. The information must be provided by
the later of 30 days after the end of the quarter for which the information was
requested, or two weeks after the receipt of the request. The REMIC Mortgage
Pool must also comply with rules requiring the face of a REMIC Certificate
issued at more than a de minimis discount to disclose the amount of original
issue discount and the issue date and requiring such information to be reported
to the Treasury Department.
The REMIC Regular Certificate information reports must include a statement
of the "adjusted issue price" of the REMIC Regular Certificate at the beginning
of each accrual period. In addition, the reports must include information
necessary to compute the accrual of any market discount that may arise upon
secondary trading of REMIC Regular Certificates. Because exact computation of
the accrual of market discount on a constant yield method would require
information relating to the holder's purchase price which the REMIC Mortgage
Pool may not have, it appears that this provision will only require information
pertaining to the appropriate proportionate method of accruing market discount.
The responsibility for complying with the foregoing reporting rules will be
borne by the Master Servicer.
For purposes of the administrative provisions of the Code, REMIC Pools will
be treated as partnerships and the holders of Residual Certificates will be
treated as partners. The Master Servicer will file federal
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income tax information returns on behalf of the related REMIC Pool, and will be
designated as agent for and will act on behalf of the "tax matters person" with
respect to the REMIC Pool in all respects.
As agent for the tax matters person, the Master Servicer will, subject to
certain notice requirements and various restrictions and limitations, generally
have the authority to act on behalf of the REMIC and the Residual Owners in
connection with the administrative and judicial review of items of income,
deduction, gain or loss of the REMIC Mortgage Pool, as well as the REMIC
Mortgage Pool's classification. Residual Owners will generally be required to
report such REMIC Mortgage Pool items consistently with their treatment on the
REMIC Mortgage Pool's federal income tax information return and may in some
circumstances be bound by a settlement agreement between the Master Servicer, as
agent for the tax matters person, and the IRS concerning any such REMIC Mortgage
Pool item. Adjustments made to the REMIC Mortgage Pool tax return may require a
Residual Owner to make corresponding adjustments on its return, and an audit of
the REMIC Mortgage Pool's tax return, or the adjustments resulting from such an
audit, could result in an audit of a Residual Owner's return.
K. Backup Withholding with Respect to REMIC Certificates
Payments of interest and principal on REMIC Regular Certificates, as well
as payment of proceeds from the sale of REMIC Certificates, may be subject to
the "backup withholding tax" under Code Section 3406 at a rate of 31 percent if
recipients of such payments fail to furnish to the payor certain information,
including their taxpayer identification numbers, or otherwise fail to establish
an exemption from such tax. Any amounts deducted and withheld from a
distribution to a recipient would be allowed as a credit against such
recipient's federal income tax. Furthermore, certain penalties may be imposed by
the IRS on a recipient of payments that is required to supply information but
that does not do so in the manner required.
L. Foreign Investors in REMIC Certificates
1. REMIC Regular Certificates
Except as qualified below, payments made on a REMIC Regular Certificate to
a REMIC Regular Certificateholder that is not a U.S. Person, as hereinafter
defined (a "non-U.S. Person"), or to a person acting on behalf of such a
Certificateholder, generally will be exempt from U.S. federal income and
withholding taxes, provided that (a) the holder of the Certificate is not
subject to U.S. tax as a result of a connection to the United States other than
ownership of such Certificate, (b) the holder of such Certificate signs a
statement under penalties of perjury that certifies that such holder is a
Non-U.S. Person, and provides the name and address of such holder, and (c) the
last U.S. Person in the chain of payment to the holder receives such statement
from such holder or a financial institution holding on its behalf and does not
have actual knowledge that such statement is false. If the holder does not
qualify for exemption, distributions of interest, including distributions in
respect of accrued original issue discount, to such holder may be subject to a
withholding tax rate of 30 percent, subject to reduction under an applicable tax
treaty.
"U.S. Person" means a citizen or resident of the United States, a
corporation, partnership or other entity treated as a corporation or partnership
for United States federal income tax purposes, created or organized in or under
the laws of the United States or any political subdivision thereof, or an estate
or trust that is subject to U.S. federal income tax regardless of the source of
its income.
Holders of REMIC Regular Certificates should be aware that the IRS may take
the position that exemption from U.S. withholding taxes does not apply to such a
holder that also directly or indirectly owns 10 percent or more of the REMIC
Residual Certificates. Further, the foregoing rules will not apply to exempt a
"United States shareholder" (as such term is defined in Code Section 951) of a
controlled foreign corporation from taxation on such United States shareholder's
allocable portion of the interest or original issue discount income earned by
such controlled foreign corporation.
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2. REMIC Residual Certificates
Amounts paid to a Residual Owner that is not a "U.S. Person" (as defined
above) (a "non-U.S. Person") generally will be treated as interest for purposes
of applying the withholding tax on non-U.S. Persons with respect to income on
its REMIC Residual Certificate. However, it is unclear whether distributions on
REMIC Residual Certificates will be eligible for the general exemption from
withholding tax that applies to REMIC Regular Certificates as described above.
Treasury Regulations provide that, for purposes of the portfolio interest
exception, payments to the foreign owner of a REMIC Residual Certificate are to
be considered paid on the obligations held by the REMIC, rather than on the
Certificate itself. Such payments will thus only qualify for the portfolio
interest exception if the underlying obligations held by the REMIC would so
qualify. Such withholding tax generally is imposed at a rate of 30 percent but
is subject to reduction under any tax treaty applicable to the Residual Owner.
However, there is no exemption from withholding tax nor may the rate of such tax
be reduced, under a tax treaty or otherwise, with respect to any distribution of
income that is an excess inclusion. Although no regulations have been proposed
or adopted addressing withholding on residual interests held by non-U.S.
Persons, the provisions of the REMIC Regulations, described below, relating to
the transfer of residual interests to non-U.S. Persons can be read as implying
that withholding with respect to excess inclusion income is to be determined by
reference to the amount of the accrued excess inclusion income rather than to
the amount of cash distributions. If the IRS were successfully to assert such a
position, cash distributions on Residual Certificates held by non-U.S. Persons
could be subject to withholding at rates as high as 100 percent, depending on
the relationship of accrued excess inclusion income to cash distributions with
respect to such Residual Certificates. See "Taxation of Owners of REMIC Residual
Certificates -- Excess Inclusions."
Certain restrictions relating to transfers of REMIC Residual Certificates
to and by investors who are non-U.S. Persons are also imposed by the REMIC
Regulations. First, transfers of REMIC Residual Certificates to a non-U.S.
Person that have "tax avoidance potential" are disregarded for all federal
income tax purposes. If such transfer is disregarded, the purported transferor
of such a REMIC Residual Certificate to a non-U.S. Person continues to remain
liable for any taxes due with respect to the income on such REMIC Residual
Certificate. A transfer of a REMIC Residual Certificate has tax avoidance
potential unless, at the time of the transfer, the transferor reasonably expects
(1) that the REMIC will distribute to the transferee Residual Certificateholder
amounts that will equal at least 30 percent of each excess inclusion, and (2)
that such amounts will be distributed at or after the time at which the excess
inclusion accrues and not later than the close of the calendar year following
the calendar year of accrual. This rule does not apply to transfers if the
income from the REMIC Residual Certificate is taxed in the hands of the
transferee as income effectively connected with the conduct of a U.S. trade or
business. Second, if a non-U.S. Person transfers a REMIC Residual Certificate to
a U.S. Person (or to a non-U.S. Person in whose hands income from the REMIC
Residual Certificate would be effectively connected), and the transfer has the
effect of allowing the transferor to avoid tax on accrued excess inclusions,
that transfer is disregarded for all federal income tax purposes and the
purported non-U.S. Person transferor continues to be treated as the owner of the
REMIC Residual Certificate. Thus, the REMIC's liability to withhold 30 percent
of the accrued excess inclusions is not terminated even though the REMIC
Residual Certificate is no longer held by a non-U.S. Person.
Holders of REMIC Regular Certificates and REMIC Residual Certificates
should be aware that proposed Treasury Regulations (the "1996 Proposed
Regulations") were issued on April 15, 1996 which, if adopted in final form,
could affect the United States taxation of foreign investors in REMIC
Certificates. The 1996 Proposed Regulations are generally proposed to be
effective for payments after December 31, 1997, regardless of the issue date of
the REMIC Certificate with respect to which such payments are made, subject to
certain transition rules. One of the effects of the 1996 Proposed Regulations
would be to provide certain presumptions with respect to withholding for holders
not providing the required certifications to qualify for the withholding
exemption described above. In addition, the 1996 Proposed Regulations would
replace a number of current tax certification forms with a single, restated form
and standardize the period of time for which withholding agents could rely on
such certifications. The 1996 Proposed Regulations would also provide rules to
determine whether, for purposes of United States federal withholding tax,
interest paid to a non-U.S. Person that is an entity should be treated as paid
to the entity or those holding an interest in that entity.
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The discussion under this heading is not intended to be a complete
discussion of the provisions of the 1996 Proposed Regulations, and prospective
investors are urged to consult their tax advisers with respect to the effect the
1996 Proposed Regulations may have.
M. State and Local Taxation
Many states do not automatically conform to changes in the federal income
tax laws. Consequently, a REMIC Mortgage Pool that would not qualify as a fixed
investment trust for federal income tax purposes may be characterized as a
corporation, a partnership, or some other entity for purposes of state income
tax law. Such characterization could result in entity level income or franchise
taxation of the REMIC Mortgage Pool formed in, owning mortgages or property in,
or having servicing activity performed in a state without conforming REMIC
provisions in its income or franchise tax law. Further, REMIC Regular
Certificateholders resident in non-conforming states may have their ownership of
REMIC Regular Certificates characterized as an interest other than debt of the
REMIC such as stock or a partnership interest. Investors are advised to consult
their tax advisers concerning the state and local income tax consequences of
their purchase and ownership of REMIC Regular Certificates.
III. NON-REMIC TRUST FUNDS
A. Classification of Trust Funds
With respect to each series of Trust Certificates for which they are
identified as counsel to the Depositor in the applicable Prospectus Supplement,
Cadwalader, Wickersham & Taft, Brown & Wood LLP or Sidley & Austin will deliver
their opinion to the effect that the arrangements pursuant to which such Trust
Fund will be administered and such Trust Certificates will be issued will not be
classified as an association taxable as a corporation and that each such Trust
Fund will be classified as a trust whose taxation will be governed by the
provisions of subpart E, Part I of subchapter J of the Code.
B. Characterization of Investments in Trust Certificates
1. Trust Fractional Certificates
In the case of Trust Fractional Certificates, counsel to the Depositor will
deliver an opinion that, in general (and subject to the discussion below of
Contracts and under "Buydown Mortgage Loans"), (i) Trust Fractional Certificates
held by a thrift institution taxed as a "mutual savings bank" or "domestic
building and loan association" will represent interests in "qualifying real
property loans" within the meaning of Code Section 593(d); (ii) Trust Fractional
Certificates held by a thrift institution taxed as a "domestic building and loan
association" will represent "loans . . . secured by an interest in real
property" within the meaning of Code Section 7701(a)(19)(C)(v); (iii) Trust
Fractional Certificates held by a real estate investment trust will represent
"real estate assets" within the meaning of Code Section 856(c)(5)(A) and
interest on Trust Fractional Certificates will be considered "interest on
obligations secured by mortgages on real property or on interests in real
property" within the meaning of Code Section 856(c)(5)(B); and (iv) Trust
Fractional Certificates acquired by a REMIC in accordance with the requirements
of Code Section 860G(a)(3)(A)(i) and (ii) or Section 860G(a)(4)(B) will be
treated as "qualified mortgages" within the meaning of Code Section 860D(a)(4).
In the case of a Trust Fractional Certificate evidencing interests in Contracts,
such Certificates will qualify for the treatment described in (i) through (iv)
of the preceding sentence only to the extent of the fraction of such Certificate
corresponding to the fraction of the Contract Pool that consists of Contracts
that would receive such treatment if held directly by the Trust Fractional
Certificateholder.
2. Trust Interest Certificates
With respect to each Series of Certificates for which they are identified
as counsel to the Depositor in the applicable Prospectus Supplement, Cadwalader,
Wickersham & Taft, Brown & Wood LLP or Sidley & Austin will advise the Depositor
that in their opinion, based on the legislative history, a REMIC that acquires a
Trust Interest Certificate in accordance with the requirements of Code Section
860G(a)(3)(A)(i) and
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(ii) or Section 860G(a)(4)(B) will be treated as owning a "Qualified Mortgage"
within the meaning of Code Section 860(G)(a)(3).
Although there appears to be no policy reason not to accord to Trust
Interest Certificates the treatment described above for Trust Fractional
Certificates, there is no authority addressing such characterization for
instruments similar to Trust Interest Certificates. Consequently, it is unclear
to what extent, if any, (1) a Trust Interest Certificate owned by a "domestic
building and loan association" within the meaning of Code Section 7701(a)(19)
will be considered to represent "loans . . . secured by an interest in real
property" within the meaning of Code Section 7701(a)(19)(C)(v); (2) a Trust
Interest Certificate owned by a financial institution described in Code Section
593(a) will be considered to represent "qualifying real property loans" within
the meaning of Code Section 593(d); or (3) a real estate investment trust which
owns a Trust Interest Certificate will be considered to own "real estate assets"
within the meaning of Code Section 856(c)(5)(A), and interest income thereon
will be considered "interest on obligations secured by mortgages on real
property" within the meaning of Code Section 856(c)(3)(B). Prospective
purchasers to which such characterization of an investment in Trust Interest
Certificates is material should consult their own tax advisers regarding whether
the Trust Interest Certificates, and the income therefrom, will be so
characterized.
3. Buydown Mortgage Loans
It is contemplated that the assets of certain Trust Funds may include
Buydown Mortgage Loans. The characterization of an investment in Buydown
Mortgage Loans will depend upon the precise terms of the related Buydown
Agreement. There are no directly applicable precedents with respect to the
federal income tax treatment or the characterization of investments in Buydown
Mortgage Loans. Accordingly, holders of Trust Certificates should consult their
own tax advisers with respect to characterization of investments in Trust Funds
that include Buydown Mortgage Loans.
Although the matter is not entirely free from doubt, the portion of a Trust
Certificate representing an interest in Buydown Mortgage Loans may be considered
to represent an investment in "loans . . . secured by an interest in real
property" within the meaning of Code Section 7701(a)(19)(C)(v) and "qualifying
real property loans" within the meaning of Code Section 593(d) to the extent the
outstanding principal balance of the Buydown Mortgage Loans exceeds the amount
held from time to time in the Buydown Fund. It is also possible that the entire
interest in Buydown Mortgage Loans may be so considered, because the fair market
value of the real property securing each Buydown Mortgage Loan will exceed the
amount of such loan at the time it is made. Purchasers and their tax advisers
are advised to review Section 1.593-11(d)(2) of the Treasury Regulations, which
suggests that this latter treatment may be available, and to compare Revenue
Ruling 81-203, 1981-2 C.B. 137, which may be read to imply that apportionment is
generally required whenever more than a minimal amount of assets other than real
property may be available to satisfy purchasers' claims.
For similar reasons, the portion of such Trust Certificate representing an
interest in Buydown Mortgage Loans may be considered to represent "real estate
assets" within the meaning of Code Section 856(c)(5)(A). Purchasers and their
tax advisers are advised to review Section 1.856-5(c)(1)(i) of the Treasury
Regulations, which specifies that if a mortgage loan is secured by both real
property and by other property and the value of the real property alone equals
or exceeds the amount of the loan, then all interest income will be treated as
"interest on obligations secured by mortgages on real property" within the
meaning of Code Section 856(c)(3)(B).
C. Taxation of Owners of Trust Fractional Certificates
Each holder of a Trust Fractional Certificate (a "Trust Fractional
Certificateholder") will be treated as the owner of an undivided percentage
interest in the principal of, and possibly a different undivided percentage
interest in the interest portion of, each of the Trust Funds included in a
Mortgage Pool. Accordingly, each Trust Fractional Certificateholder must report
on its federal income tax return its allocable share of income from its
interests, as described below, at the same time and in the same manner as if it
had held directly interests in the Mortgage Loans and received directly its
share of the payments on such Mortgage Loans. Because those interests represent
interests in "stripped bonds" or "stripped coupons" within the meaning of
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Code Section 1286, such interests would be considered to be newly issued debt
instruments, and thus to have no market discount or premium, and the amount of
original issue discount may differ from the amount of original issue discount on
the Mortgage Loans and the amount includible in income on account of a Trust
Fractional Certificate may differ significantly from the amount payable thereon
from payments of interest on the Mortgage Loans. Each Trust Fractional
Certificateholder may report and deduct its allocable share of the servicing and
related fees and expenses paid to or retained by the Company at the same time,
to the same extent, and in the same manner as such items would have been
reported and deducted had it held directly interests in the Mortgage Loans and
paid directly its share of the servicing and related fees and expenses. A holder
of a Trust Fractional Certificate who is an individual, estate or trust will be
allowed a deduction for servicing fees in determining its regular tax liability
only to the extent that the aggregate of such holder's miscellaneous itemized
deductions exceeds two percent of such holder's adjusted gross income, and will
be allowed no deduction for such fees in determining its liability for
alternative minimum tax. Amounts received by Trust Fractional Certificateholders
in lieu of amounts due with respect to any Mortgage Loan but not received by the
Depositor from the Mortgagor will be treated for federal income tax purposes as
having the same character as the payments which they replace.
Purchasers of Trust Fractional Certificates identified in the applicable
Prospectus Supplement as representing interests in Stripped Mortgage Loans
should read the material under the headings "Application of Stripped Bond
Rules," "Market Discount and Premium" and "Allocation of Purchase Price" for a
discussion of particular rules applicable to their Certificates. A "Stripped
Mortgage Loan" means a Mortgage Loan having a Retained Yield (as that term is
defined below) or a Mortgage Loan included in a Trust Fund having either Trust
Interest Certificates or more than one class of Trust Fractional Certificates or
identified in the Prospectus Supplement as related to a Class of Trust
Certificates identified as representing interests in Stripped Mortgage Loans.
Purchasers of Trust Fractional Certificates identified in the applicable
Prospectus Supplement as representing interests in Unstripped Mortgage Loans
should read the material under the headings "Treatment of Unstripped
Certificates", "Market Discount and Premium", and "Allocation of Purchase Price"
for a discussion of particular rules applicable to their Certificates. However,
the IRS has indicated that under some circumstances it will view a portion of
servicing and related fees and expenses paid to or retained by the Master
Servicer or sub-servicers as an interest in the Mortgage Loans, essentially
equivalent to that portion of interest payable with respect to each Mortgage
Loan that is retained by the Depositor ("Retained Yield"). If such a view were
sustained with respect to a particular Trust Fund, such purchasers would be
subject to the rules set forth under "Application of Stripped Bond Rules" rather
than those under "Treatment of Unstripped Certificates". The Depositor does not
expect any Servicing Fee or Master Servicing Fee to constitute a retained
interest in the Mortgage Loans; nevertheless, any such expectation generally
will be a matter of uncertainty, and prospective purchasers are advised to
consult their own tax advisers with respect to the existence of a retained
interest and any effects on investment in Trust Fractional Certificates.
1. Application of Stripped Bond Rules
Each Trust Fund will consist of an interest in each of the Mortgage Loans
relating thereto, exclusive of the Depositor's Retained Yield, if any. With
respect to each Series of Certificates for which they are identified as counsel
to the Depositor in the applicable Prospectus Supplement, Cadwalader, Wickersham
& Taft, Brown & Wood LLP or Sidley & Austin will advise the Depositor that, in
their opinion, any Retained Yield will be treated for federal income tax
purposes as an ownership interest retained by the Depositor in a portion of each
interest payment on the underlying Mortgage Loans. The sale of the Trust
Certificates associated with any Trust Fund for which there is a class of Trust
Interest Certificates or two or more Classes of Trust Fractional Certificates
bearing different interest rates or of Trust Certificates identified in the
Prospectus Supplement as representing interests in Stripped Mortgage Loans
(subject to certain exceptions which, if applicable, will be stated in the
applicable Prospectus Supplement) will be treated for federal income tax
purposes as having effected a separation in ownership between the principal of
each Mortgage Loan and some or all of the interest payable thereon. As a
consequence, each Stripped Mortgage Loan will become subject to the "stripped
bond" rules of the Code (the "Stripped Bond Rules"). The effect of applying
those rules will generally be to require each Trust Fractional Certificateholder
to accrue and report income attributable to its
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share of the principal and interest on each of the Stripped Mortgage Loans as
original issue discount on the basis of the yield to maturity of such Stripped
Mortgage Loans, as determined in accordance with the provisions of the Code
dealing with original issue discount. For a description of the general method of
calculating original issue discount, see "REMIC Trust Funds -- Taxation of
Owners of REMIC Regular Certificates -- Original Issue Discount". The yield to
maturity of a Trust Fractional Certificateholder's interest in the Stripped
Mortgage Loans will be calculated taking account of the price at which the
holder purchased the Certificate and the holder's share of the payments of
principal and interest to be made thereon. Although the provisions of the Code
and the OID Regulations do not directly address the treatment of instruments
similar to Trust Fractional Certificates, in reporting to Trust Fractional
Certificateholders the Trustee intends to treat such Certificates as a single
obligation with payments corresponding to the aggregate of the payments
allocable thereto from each of the Mortgage Loans, and to determine the amount
of original issue discount on such certificates accordingly. See "Aggregate
Reporting".
Under Treasury regulations, original issue discount so determined with
respect to a particular Stripped Mortgage Loan may be considered to be zero
under the de minimis rule described above, in which case it is treated as market
discount. See "REMIC Trust Funds -- Taxation of Owners of REMIC Regular
Certificates -- Original Issue Discount". Those regulations also provide that
original issue discount so determined with respect to a particular Stripped
Mortgage Loan will be treated as market discount if the rate of interest on the
Stripped Mortgage Loan, including a reasonable Servicing Fee, is no more than
one percentage point less than the unstripped rate of interest. See "-- Market
Discount and Premium". The Trustee intends to apply the foregoing de minimis and
market discount rules on an aggregate poolwide basis, although it is possible
that investors may be required to apply them on a loan by loan basis. The loan
by loan information required for such application of those rules may not be
available. See "Aggregate Reporting".
Subsequent purchasers of the Certificates may be required to include
"original issue discount" in an amount computed using the price at which such
subsequent purchaser purchased the Certificates. Further, such purchasers may be
required to determine if the above described de minimis and market discount
rules apply at the time a Trust Fractional Certificate is acquired, based on the
characteristics of the Mortgage Loans at that time.
Variable Rate Certificates. Purchasers of Trust Fractional Certificates
bearing a variable rate of interest should be aware that there is considerable
uncertainty concerning the application of the OID Regulations to Mortgage Loans
bearing a variable rate of interest. Although such regulations are subject to a
different interpretation, as discussed below, in the absence of other contrary
authority in preparing reports furnished to Certificateholders the Trustee
intends to treat Stripped Mortgage Loans bearing a variable rate of interest
(other than those treated as having market discount pursuant to the regulations
described above) as subject to the provisions therein governing variable rate
debt instruments. The effect of the application of such provisions generally
will be to cause Certificateholders holding Trust Fractional Certificates
bearing interest at a Single Variable Rate or at a Multiple Variable Rate (as
defined above under "REMIC Trust Funds -- Taxation of Owners of REMIC Regular
Certificates -- Original Issue Discount") to accrue original issue discount and
interest as though the value of each variable rate were a fixed rate, which is
(a) for each qualified floating rate, the value of each such rate as of the
Closing Date (with appropriate adjustment for any differences in intervals
between interest adjustment dates), (b) for a qualified inverse floating rate,
the value of the rate as of Closing Date, and (c) for any other objective rate,
the fixed rate that reflects the yield that is reasonably expected for the Trust
Fractional Certificate. If the interest paid or accrued with respect to such
Variable Rate Trust Fractional Certificate during an accrual period differs from
the assumed fixed interest rate, such difference will be an adjustment (to
interest or original issue discount, as applicable) to the Certificateholder's
taxable income for the taxable period or periods to which such difference
relates.
Prospective purchasers of Trust Fractional Certificates bearing a variable
rate of interest should be aware that the provisions in the OID Regulations
applicable to variable rate debt instruments may not apply to certain adjustable
and variable rate mortgage loans, possibly including the Mortgage Loans, or to
Stripped Certificates representing interests in such Mortgage Loans. If variable
rate Trust Fractional Certificates are not governed by the provisions of the OID
Regulations applicable to variable rate debt instruments, such
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Certificates may be subject to the provisions of the 1996 Contingent Debt
Regulations. The application of those provisions to instruments such as the
Trust Fractional Certificates is subject to differing interpretations.
Prospective purchasers of variable rate Trust Fractional Certificates are
advised to consult their tax advisers concerning the tax treatment of such
Certificates.
Aggregate Reporting. The Trustee intends in reporting information relating
to original issue discount to Certificateholders to provide such information on
an aggregate poolwide basis. Applicable law is unclear, however, and it is
possible that investors may be required to compute original issue discount on a
mortgage loan by mortgage loan basis (or on the basis of the rights to
individual payments) taking account of an allocation of their basis in the
Certificates among the interests in the various mortgage loans represented by
such Certificates according to their respective fair market values. Investors
should be aware that it may not be possible to reconstruct after the fact
sufficient mortgage by mortgage information should a computation on that basis
be required by the IRS.
Because the treatment of the Certificates under the OID Regulations is both
complicated and uncertain, Certificateholders should consult their tax advisers
to determine the proper method of reporting amounts received or accrued on
Certificates.
2. Treatment of Unstripped Certificates
Mortgage Loans in a Trust Fund for which there is neither any Class of
Trust Interest Certificates, nor more than one Class of Trust Fractional
Certificates, nor any Retained Yield otherwise identified in the Prospectus
Supplement as being unstripped mortgage loans ("Unstripped Mortgage Loans") will
be treated as wholly owned by the Trust Fractional Certificateholders of a Trust
Fund. Trust Fractional Certificateholders using the cash method of accounting
must take into account their pro rata shares of original issue discount as it
accrues and qualified stated interest (as described in "REMIC Trust
Funds -- Taxation of Owners of REMIC Regular Certificates -- Original Issue
Discount") from Unstripped Mortgage Loans as and when collected by the Trustee.
Trust Fractional Certificateholders using an accrual method of accounting must
take into account their pro rata shares of qualified stated interest from
Unstripped Mortgage Loans as it accrues or is received by the Trustee, whichever
is earlier.
Code Sections 1272 through 1275 provide rules for the current inclusion in
income of original issue discount on obligations issued by natural persons on or
after March 2, 1984. Generally those sections provide that original issue
discount should be included in income on the basis of a constant yield to
maturity. However, the application of the original issue discount rules to
mortgages is unclear in certain respects. The Treasury Department has issued the
OID Regulations relating to original issue discount, which generally address the
treatment of mortgages issued on or after April 4, 1994. The OID Regulations
would provide a new de minimis rule for determining whether certain
self-amortizing installment obligations, such as the Mortgage Loans, are to be
treated as having original issue discount. Such obligations would have original
issue discount if the points charged at origination (or other loan discount)
exceeded the greater of one-sixth of one percent times the number of full years
to final maturity or one-fourth of one percent times weighted average maturity.
The OID Regulations treat certain variable rate mortgage loans as having
original issue discount because of an initial rate of interest that differs from
that determined by the mechanism for setting the interest rate during the
remainder of the loan, or because of the use of an index that does not vary in a
manner approved the OID Regulations. For a description of the general method of
calculating the amount of original issue discount see "REMIC Trust
Funds -- Taxation of Owners of REMIC Regular Certificates -- Original Issue
Discount" and "Application of Stripped Bond Rules -- Variable Rate
Certificates."
A subsequent purchaser of a Trust Fractional Certificate that purchases
such Certificate at a cost (not including payment for accrued qualified stated
interest) less than its allocable portion of the aggregate of the remaining
stated redemption prices at maturity of the Unstripped Mortgage Loans will also
be required to include in gross income, for each day on which it holds such
Trust Fractional Certificate, its allocable share of the daily portion of
original issue discount with respect to each Unstripped Mortgage Loan, but
reduced, if the cost of such subsequent purchaser's interest in such Unstripped
Mortgage Loan exceeds its "adjusted issue price," by an amount equal to the
product of (i) such daily portion and (ii) a constant fraction, whose numerator
is such excess and whose denominator is the sum of the daily portions of
original issue discount
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allocable to such subsequent purchaser's interest for all days on or after the
day of purchase. The adjusted issue price of an Unstripped Mortgage Loan on any
given day is equal to the sum of the adjusted issue price (or, in the case of
the first accrual period, the issue price) of such Unstripped Mortgage Loan at
the beginning of the accrual period during which such day occurs and the daily
portions of original issue discount for all days during such accrual period
prior to such day, reduced by the aggregate amount of payments made during such
accrual period prior to such day other than payments of qualified stated
interest.
3. Market Discount and Premium
In general, if the Stripped Bond Rules do not apply to a Trust Fractional
Certificate, a purchaser of a Trust Fractional Certificate will be treated as
acquiring market discount bonds to the extent that the share of such purchaser's
purchase price allocable to any Unstripped Mortgage Loan is less than its
allocable share of the "adjusted issue price" of such Mortgage Loan. See
"Treatment of Unstripped Certificates" and "Application of Stripped Bond Rules".
Thus, with respect to such Mortgage Loans, a holder will be required, under Code
Section 1276, to include as ordinary income the previously unrecognized accrued
market discount in an amount not exceeding each principal payment on any such
Mortgage Loans at the time each principal payment is received or due, in
accordance with the purchaser's method of accounting, or upon a sale or other
disposition of the Certificate. In general, the amount of market discount that
has accrued is determined on a ratable basis. A Trust Fractional
Certificateholder may, however, elect to determine the amount of accrued market
discount on a constant yield to maturity basis. This election is made on a
bond-by-bond basis and is irrevocable. In addition, the description of the
market discount rules in "Taxation of Owners of REMIC Regular
Certificates -- Market Discount and Premium" with respect to (i) conversion to
ordinary income of a portion of any gain recognized on sale or exchange of a
market discount bond, (ii) deferral of interest expense deductions, (iii) the de
minimis exception from the market discount rules and (iv) the elections to
include in income either market discount or all interest, discount and premium
as they accrue, is also generally applicable to Trust Fractional Certificates.
Treasury regulations implementing the market discount rules, including the 1986
Act amendments thereto, have not yet been issued and investors therefore should
consult their own tax advisers regarding the application of these rules.
If a Trust Fractional Certificate is purchased at a premium, under existing
law such premium must be allocated to each of the Mortgage Loans (on the basis
of its relative fair market value). The portion of any premium allocated to
Unstripped Mortgage Loans originated after September 27, 1985 can be amortized
and deducted under the provisions of the Code relating to amortizable bond
premium. The portion of such premium allocated to Unstripped Mortgage Loans
originated on or before September 27, 1985 may only be deducted upon the sale or
final distribution in respect of any such Mortgage Loan, as the special rules of
the Code that permit the amortization of such premium apply in the case of debt
instruments other than corporate and governmental obligations, only to
obligations issued after that date. Upon such a sale or final distribution in
respect of such a Mortgage Loan, the premium, if any, allocable thereto would be
recognized as a short-term or long-term capital loss by a Certificateholder
holding the interests in Mortgage Loans represented by such Certificate as
capital assets, depending on how long the Certificate had been held.
The application of the Stripped Bond Rules to Stripped Mortgage Loans will
generally cause any premium allocable to Stripped Mortgage Loans to be amortized
automatically by adjusting the rate of accrual of interest and discount to take
account of the allocable portion of the actual purchase price of the
Certificate. In that event, no additional deduction for the amortization of
premium would be allowed. It is possible that the IRS may take the position that
the application of the Stripped Bond Rules to the Stripped Mortgage Loans should
be adjusted so as not to take account of any premium allocable to a Stripped
Mortgage Loan originated on or before September 27, 1985. Any such premium would
then be subject to the provisions of the Code relating to the amortization of
bond premium, including the limitations described in the preceding paragraph on
the amortization of premium allocable to Mortgage Loans originated on or before
September 27, 1985.
On June 27, 1996, the IRS published in the Federal Register proposed
regulations (the "Proposed Premium Regulations") on the amortization of bond
premium. The Proposed Premium Regulations describe the constant yield method
under which such premium is amortized and provide that the resulting offset to
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interest income can be taken into account only as a Certificateholder takes the
corresponding interest income into account under such holder's regular
accounting method. In the case of instruments that may be called or repaid prior
to maturity, the Proposed Premium Regulations provide that the premium is
calculated by assuming that the issuer will exercise or not exercise its
redemption rights in the manner that maximizes the Certificateholder's yield and
the Certificateholder will exercise or not exercise its option in a manner that
maximizes the Certificateholder's Yield. The Proposed Premium Regulations are
proposed to be effective for debt instruments acquired on or after the date 60
days after the date final regulations are published in the Federal Register.
However, if a Certificateholder elects to amortize bond premium for the taxable
year containing such effective date, the Proposed Premium Regulations would
apply to all the Certificateholder's debt instruments held on or after the first
day of that taxable year. It cannot be predicted at this time whether the
Proposed Premium Regulations will become effective or what, if any,
modifications will be made to them prior to their becoming effective.
4. Allocation of Purchase Price
As noted above, a purchaser of a Trust Fractional Certificate relating to
Unstripped Mortgage Loans will be required to allocate the purchase price
thereof to the undivided interest it acquires in each of the Mortgage Loans, in
proportion to the respective fair market values of the portions of such Mortgage
Loans included in the Trust Fund at the time the Certificate is purchased. The
Depositor believes that it may be reasonable to make such allocation in
proportion to the respective principal balances of the Mortgage Loans, where the
interests in the Mortgage Loans represented by a Trust Fractional Certificate
have a common remittance rate and other common characteristics, and otherwise so
as to produce a common yield for each interest in a Mortgage Loan, provided the
Mortgage Loans are not so diverse as to evoke differing prepayment expectations.
However, if there is any significant variation in interest rates among the
Mortgage Loans, a disproportionate allocation of the purchase price taking
account of prepayment expectations may be required.
D. Taxation of Owners of Trust Interest Certificates
With respect to each Series of Certificates for which they are identified
as counsel to the Depositor in the applicable Prospectus Supplement, Cadwalader,
Wickersham & Taft, Brown & Wood LLP or Sidley & Austin will advise the Depositor
that, in their opinion, each holder of a Trust Interest Certificate (a "Trust
Interest Certificateholder") will be treated as the owner of an undivided
interest in the interest portion ("Interest Coupon") of each of the Mortgage
Loans. Accordingly, and subject to the discussion under "Application of Stripped
Bond Rules" below, each Trust Interest Certificateholder is treated as owning
its allocable share of the entire Interest Coupon from the Mortgage Loans, will
report income as described below, and may deduct its allocable share of the
servicing and related fees and expenses paid to or retained by the Depositor at
the same time and in the same manner as such items would have been reported
under the Trust Interest Certificateholder's tax accounting method had it held
directly an interest in the Interest Coupon from the Mortgage Loans, received
directly its share of the amounts received with respect to the Mortgage Loans
and paid directly its share of the servicing and related fees and expenses. An
individual, estate or trust holder of a Trust Interest Certificate will be
allowed a deduction for servicing fees in determining its regular tax liability
only to the extent that the aggregate of such holder's miscellaneous itemized
deductions exceeds two percent of such holder's adjusted gross income, and will
be allowed no deduction for such fees in determining its liability for
alternative minimum tax. Amounts, if any, received by Trust Interest
Certificateholders in lieu of amounts due with respect to any Mortgage Loan but
not received by the Master Servicer from the Mortgagor will be treated for
federal income tax purposes as having the same character as the payment which
they replace.
1. Application of Stripped Bond Rules
A Trust Interest Certificate will consist of an undivided interest in the
Interest Coupon of each of the Mortgage Loans. With respect to each Series of
Certificates for which they are identified as counsel to the Depositor in the
applicable Prospectus Supplement, Cadwalader, Wickersham & Taft, Brown & Wood
LLP or Sidley & Austin will advise the Depositor that, in their opinion a Trust
Interest Certificate will be treated
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for federal income tax purposes as comprised of an ownership interest in a
portion of the Interest Coupon of each of the Mortgage Loans (a "Stripped
Interest") separated by the Depositor from the right to receive principal
payments and the remainder, if any, of each interest payment on the underlying
Mortgage Loan. As a consequence, the Trust Interest Certificates will become
subject to the Stripped Bond Rules. Each Trust Interest Certificateholder will
be required to apply the Stripped Bond Rules to its interest in the Interest
Coupon under the method prescribed by the Code, taking account of the price at
which the holder purchased the Trust Interest Certificate and the Trust Interest
Certificateholder's share of the scheduled payment to be made thereon. The
Stripped Bond Rules generally require a holder of Stripped Coupons to accrue and
report income from such Stripped Coupons daily on the basis of the yield to
maturity of such stripped bonds or coupons, as determined in accordance with the
provisions of the Code dealing with original issue discount. For a discussion of
the general method of calculating original issue discount, see "REMIC Trust
Funds -- Taxation of Owners of REMIC Regular Certificates -- Original Issue
Discount." The provisions of the Code and the OID Regulations do not directly
address the treatment of instruments similar to Trust Interest Certificates. In
reporting to Trust Interest Certificateholders such Certificates will be treated
as a single obligation with payment corresponding to the aggregate of the
payment allocable thereto from each of the Mortgage Loans. See "Aggregate
Reporting."
Alternatively, Trust Interest Certificateholders may be required by the IRS
to treat each scheduled payment on each Stripped Interest (or their interests in
all scheduled payments from each of the Stripped Interests) as a separate
obligation for purposes of allocating purchase price and computing original
issue discount.
The tax treatment of the Trust Interest Certificates with respect to the
application of the original issue discount provisions of the Code is currently
unclear. However, the Trustee intends to treat each Trust Interest Certificate
as 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 Trust Interest Certificate must be included in ordinary gross income for
federal income tax purposes as it accrues in accordance with a 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.
In general, the rules for accruing original issue discount set forth above in
"REMIC Trust Funds -- Taxation of Owners of REMIC Regular
Certificates -- Original Issue Discount" apply; however there is no authority
permitting Trust Interest Certificateholders to take into account the Prepayment
Assumption in computing original issue discount accruals. See "Prepayments"
below. For purposes of applying the original issue discount provisions of the
Code, the issue price used in reporting original issue discount with respect to
a Trust Interest 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 Trust Interest Certificate
whether or not denominated as interest. The amount of original issue discount
with respect to a Trust Interest Certificate may be treated as zero under the
original issue discount de minimis rules described above.
Aggregate Reporting. The Trustee intends in reporting information relating
to original issue discount to Certificateholders to provide such information on
an aggregate poolwide basis. Applicable law is unclear, however, and it is
possible that investors may be required to compute original issue discount
either on a mortgage loan by mortgage loan basis or on a payment by payment
basis taking account of an allocation of their basis in the Certificates among
the interests in the various mortgage loans represented by such Certificates
according to their respective fair market values. The effect of an aggregate
computation for the inclusion of original issue discount in income may be to
defer the recognition of losses due to early prepayments relative to a
computation on a mortgage by mortgage basis. Investors should be aware that it
may not be possible to reconstruct after the fact sufficient mortgage by
mortgage information should a computation on that basis be required by the IRS.
Because the treatment of the Trust Interest Certificates under current law
and the potential application of the 1996 Contingent Debt Regulations are both
complicated and uncertain, Trust Interest Certificateholders should consult
their tax advisers to determine the proper method of reporting amounts received
or accrued on Trust Interest Certificates.
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E. Prepayments
The Tax Reform Act of 1986 (the "1986 Act") contains a provision requiring
original issue discount on certain obligations issued after December 31, 1986 to
be calculated taking into account a prepayment assumption and requiring such
discount to be taken into income on the basis of a constant yield to assumed
maturity taking account of actual prepayments. The proper treatment of
interests, such as the Trust Fractional Certificates and the Trust Interest
Certificates, in debt instruments that are subject to prepayment is unclear.
Legislation that has been proposed but not yet enacted would extend the rules
contained in the 1986 Act to any pool of debt instruments the payments on which
may be accelerated by reason of prepayments. Trust Fractional Certificateholders
and Trust Interest Certificateholders should consult their tax advisers as to
the proper reporting of income from Trust Fractional Certificates and Trust
Interest Certificates, as the case may be, in the light of the possibility of
prepayment and, with respect to the Trust Interest Certificates, as to the
possible application of the 1996 Contingent Debt Regulations.
F. Sales of Trust Certificates
If a Certificate is sold, gain or loss will be recognized by the holder
thereof in an amount equal to the difference between the amount realized on the
sale and the Certificateholder's adjusted tax basis in the Certificate. Such tax
basis will equal the Certificateholder's cost for the Certificate, increased by
any original issue or market discount with respect to the interest in the
Mortgage Loans represented by such Certificate previously included in income,
and decreased by any deduction previously allowed for premium and by the amount
of payments, other than payments of qualified stated interest, previously
received with respect to such Certificate. The portion of any such gain
attributable to accrued market discount not previously included in income will
be ordinary income, as will gain attributable to a Certificate which is part of
a "conversion transaction" or which the holder elects to treat as ordinary. See
"REMIC Trust Funds -- Sales of REMIC Certificates" above. Any remaining gain or
any loss will be capital gain or loss if the Certificate was held as a capital
asset except to the extent that code Section 582(c) applies to such gain or
loss.
G. Trust Reporting
The Master Servicer will furnish to each holder of a Trust Fractional
Certificate with each distribution a statement setting forth the amount of such
distribution allocable to principal on the underlying Mortgage Loans and to
interest thereon at the Pass-Through Rate. In addition, the Master Servicer will
furnish, within a reasonable time after the end of each calendar year, to each
holder of a Trust Certificate who was such a holder at any time during such
year, information regarding the amount of servicing compensation received by the
Master Servicer and sub-servicer (if any) and such other customary factual
information as the Master Servicer deems necessary or desirable to enable
holders of Trust Certificates to prepare their tax returns.
H. Back-up Withholding
In general, the rules described in "REMIC Trust Funds -- Back-up
Withholding" will also apply to Trust Certificates.
I. Foreign Certificateholders
Payments in respect of interest or original issue discount (including
amounts attributable to servicing fees) on the Mortgage Loans to a
Certificateholder who is not a citizen or resident of the United States, a
corporation or other entity organized in or under the laws of the United States
or of any State thereof, or a United States estate or trust, will not generally
be subject to 30% United States withholding tax, provided that such
Certificateholder (i) does not own, directly or indirectly, 10% or more of, and
is not a controlled foreign corporation (within the meaning of Code Section 957)
related to, each of the issuers of the Mortgages and (ii) provides required
certification as to its non-United States status under penalty of perjury and
then will be free of such tax only to the extent that the underlying Mortgages
were issued after July 18, 1984. This withholding tax may be reduced or
eliminated by an applicable tax treaty. Notwithstanding the foregoing, if any
such payments are effectively connected with a United States trade or business
conducted by the
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Certificateholder, they will be subject to regular United States income tax and,
in the case of a corporation, to a possible branch profits tax, but will
ordinarily be exempt from United States withholding tax provided that applicable
documentation requirements are met.
Holders of Trust Certificates should be aware that proposed Treasury
Regulations were issued on April 15, 1996 which, if adopted in final form, could
affect the United States taxation of foreign investors in Trust Certificates.
For further discussion of those proposed regulations, see "REMIC TRUST FUNDS --
Foreign Investors in REMIC Certificates" above.
J. State and Local Taxation
In addition to the federal income tax consequences described in "Certain
Federal Income Tax Consequences," potential investors should consider the state
income tax consequences of the acquisition, ownership, and disposition of the
Certificates. State income tax law may differ substantially from the
corresponding federal law, and this discussion does not purport to describe any
aspect of the income tax laws of any state. Therefore, potential investors
should consult their own tax advisers with respect to the various state tax
consequences of an investment in the Certificates.
ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
imposes certain restrictions on employee benefit plans subject to ERISA ("ERISA
Plans") and on those persons who are ERISA fiduciaries with respect to the
assets of such ERISA Plans. In accordance with the general fiduciary standards
of ERISA, an ERISA Plan fiduciary should consider whether an investment in the
Certificates is permitted by the documents and instruments governing the Plan,
consistent with the Plan's overall investment policy and appropriate in view of
the composition of its investment portfolio.
Employee benefit plans which are governmental plans and certain church
plans (if no election has been made under Section 410(d) of the Code) are not
subject to ERISA requirements. Accordingly, assets of such plans may be invested
in the Certificates subject to the provisions of applicable federal and state
law and, in the case of any such plan which is qualified under Section 401(a) of
the Code and exempt from taxation under Section 501(a) of the Code, the
restrictions imposed under Section 503 of the Code.
In addition to imposing general fiduciary standards, ERISA and Section 4975
of the Code prohibit a broad range of transactions involving assets of ERISA
Plans and other plans subject to Section 4975 of the Code (together with ERISA
Plans, "Plans") and certain persons ("Parties in Interest") who have certain
specified relationships to the Plans and taxes and/or imposes other penalties on
any such transaction under ERISA and/or Section 4975 of the Code, unless an
exemption applies. If the assets of a Trust Fund are treated for ERISA purposes
as the assets of the Plans that purchase or hold Certificates of the applicable
Series, an investment in Certificates of that Series by or with "plan assets" of
a Plan might constitute or give rise to a prohibited transaction under ERISA or
Section 4975 of the Code, unless a statutory or administrative exemption
applies. Violation of the prohibited transaction rules could result in the
imposition of excise taxes and/or other penalties under ERISA and/or Section
4975 of the Code.
FINAL PLAN ASSETS REGULATION
The United States Department of Labor ("DOL") has issued a final regulation
(the "Final Regulation") under which assets of an entity in which a Plan makes
an equity investment will be treated as assets of the investing Plan in certain
circumstances. Unless the Final Regulation provides an exemption from this "plan
asset" treatment, and if such an exemption is not otherwise available under
ERISA, an undivided portion of the assets of a Trust Fund will be treated, for
purposes of applying the fiduciary standards and prohibited transaction rules of
ERISA and Section 4975 of the Code, as an asset of each Plan which becomes a
Certificateholder of the applicable Series.
The Final Regulation provides an exemption from "plan asset" treatment for
securities issued by an entity if, immediately after the most recent acquisition
of any equity interest in the entity, less than 25% of the value
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of each class of equity interests in the entity, excluding interests held by a
person who has discretionary authority or control with respect to the assets of
the entity (or any affiliate of such a person), are held by "benefit plan
investors" (e.g., Plans, governmental and other benefit plans not subject to
ERISA and entities holding assets deemed to be "plan assets"). Because the
availability of this exemption to any Trust Fund depends upon the identity of
the Certificateholders of the applicable Series at any time, there can be no
assurance that any Series or Class of Certificates will qualify for this
exemption.
PROHIBITED TRANSACTION CLASS EXEMPTIONS
Prohibited Transaction Class Exemption 83-1 (Class Exemption for Certain
Transactions Involving Mortgage Pool Investment Trusts) ("PTCE 83-1") permits,
subject to certain conditions, certain transactions involving the creation,
maintenance and termination of certain residential mortgage pools and the
acquisition and holding of certain residential mortgage pool pass-through
certificates by Plans, regardless of whether (a) the mortgage pool is exempt
from "plan asset" treatment or (b) the transactions would otherwise be
prohibited under ERISA or Section 4975 of the Code. A Series of Certificates
will be an "Exempt Series" if the general conditions (described below) of PTCE
83-1 are satisfied, and if the applicable Series of Certificates evidences
ownership interests in Trust Assets which do not include Mortgage Certificates,
Cooperative Loans, Mortgage Loans secured by cooperative buildings, Mortgage
Loans secured by Multifamily Property, or Contracts (collectively "Nonexempt
Assets"). An investment by a Plan in Certificates of an Exempt Series (1) will
be exempt from the prohibitions of Section 406(a) of ERISA (relating generally
to Plan transactions involving Parties in Interest who are not fiduciaries) if
the Plan purchases the Certificates at no more than fair market value, and (2)
will be exempt from the prohibitions of Sections 406(b) (1) and (2) of ERISA
(relating generally to Plan transactions with fiduciaries) if, in addition, (i)
the purchase is approved by an independent fiduciary, (ii) no sales commission
is paid to the Depositor as Mortgage Pool sponsor, (iii) the Plan does not
purchase more than 25% of the Certificates of that Series and (iv) at least 50%
of the Certificates of that Series is purchased by persons independent of the
Depositor, the Trustee and the Insurer, as applicable. It does not appear that
PTCE 83-1 applies to a Series of Certificates with respect to which the Trust
Assets include Nonexempt Assets (a "Nonexempt Series"). See "The Trust
Fund -- The Mortgage Pools" and "-- The Contract Pools". Accordingly, it appears
that PTCE 83-1 will not exempt Plans that acquire Certificates of a Nonexempt
Series from the prohibited transaction rules of ERISA and Section 4975 of the
Code. The applicable Prospectus Supplement will state whether a Series of
Certificates is an Exempt Series or a Nonexempt Series.
PTCE 83-1 sets forth three general conditions that must be satisfied for
any transaction to be eligible for exemption: (1) the existence of a pool
trustee who is not an affiliate of the pool sponsor; (2) the maintenance of a
system of insurance or other protection for the pooled mortgage loans and
property securing such loans, and for indemnifying certificateholders against
reductions in pass-through payment due to property damage or defaults in loan
payments; and (3) a limitation on the amount of the payment retained by the pool
sponsor, together with other benefits inuring to it, to not more than adequate
consideration for selling the mortgage loans and reasonable compensation for
services provided by the pool sponsor to the mortgage pool.
The Trustee for all Series will be unaffiliated with the Depositor, and,
accordingly, the first general condition will be satisfied. With respect to the
second general condition of PTCE 83-1, the credit support method represented by
the issuance of a Subordinated Class or Subclasses of Certificates and/or the
establishment of a Reserve Fund, with respect to any Exempt Series for which
such a method of Credit Support is provided (see "Credit Support -- Subordinated
Certificates" and "-- Reserve Fund"), is substantially similar to a system for
protecting Certificateholders against reductions in pass-through payments which
has been reviewed and accepted by the DOL as an alternative to pool insurance or
a letter of credit indemnification system. This may support a Plan fiduciary's
conclusion that the second general condition is satisfied with respect to any
such Exempt Series although, in the absence of a ruling to this effect, there
can be no assurance that these features will be so viewed by the DOL. In
addition, the Depositor intends to use its best efforts to establish, for each
Exempt Series for which credit support is provided by a Letter of Credit (see
"Credit Support -- Letters of Credit") and/or the insurance arrangements set
forth above under "Description of Insurance" (an "Insured Series"), a system
that will adequately protect the Mortgage Pools and indemnify
108
<PAGE> 176
Certificateholders of the applicable Series against pass-through payment
reductions resulting from property damage or defaults in loan payments. With
respect to the third general condition of PTCE 83-1, the Depositor intends to
use its best efforts to establish a compensation system which will produce for
the Depositor total compensation that will not exceed adequate consideration for
forming the Mortgage Pool and selling the Certificates. However, the Depositor
does not guarantee that its systems will be sufficient to meet the second and
third general conditions (described above) with respect to any Exempt Series.
If an Exempt Series of Certificates is subdivided into two or more Classes
or Subclasses which are entitled to disproportionate allocations of the
principal and interest payments on the Mortgage Loans held by the applicable
Trust Fund, the availability of the exemption afforded by PTCE 83-1 may be
adversely affected, as described in the applicable Prospectus Supplement.
Moreover, if the Certificateholders of any Class or Subclass of Certificates are
entitled to pass-through payment of principal (but no or only nominal interest)
or interest (but no or only nominal principal), it appears that PTCE 83-1 will
not exempt Plans which acquire Certificates of that Class or Subclass from the
prohibited transaction rules of ERISA and Section 4975 of the Code.
If an Exempt Series of Certificates includes a Class of Subordinated
Certificates, PTCE 83-1 will not provide an exemption from the prohibited
transaction rules of ERISA for Plans that acquire such Subordinated
Certificates.
If for any reason PTCE 83-1 does not provide an exemption for a particular
Plan Certificateholder, one of three other prohibited transaction class
exemptions issued by the DOL might apply, i.e., PTCE 91-38 (formerly PTCE 80-51)
(Class Exemption for Certain Transactions Involving Bank Collective Investment
Funds), PTCE 90-1 (formerly PTCE 78-19) (Class Exemption for Certain
Transactions Involving Insurance Company Pooled Separate Accounts) or PTCE 84-14
(Class Exemption for Plan Asset Transactions Determined by Independent Qualified
Professional Asset Managers). There can be no assurance that any of these class
exemptions will apply with respect to any particular Plan Certificateholder or,
even if it were to apply, that the exemption would apply to all transactions
involving the applicable Trust Fund. Any person who is a fiduciary by reason of
his or her authority to invest "plan assets" of any Plan (a "Plan investor") and
who is considering the use of "plan assets" of any Plan to purchase the offered
Certificates should consult with its counsel with respect to the potential
applicability of ERISA and the Code to such investments, and should determine on
its own whether PTCE 83-1 or another exemption would be applicable (and whether
all conditions have been satisfied with respect to any such exemptions), and
whether the offered Certificates are an appropriate investment for a Plan.
Moreover, each Plan fiduciary should determine whether, under the general
fiduciary standards of investment prudence and diversification, an investment in
the offered Certificates is appropriate for the Plan, taking into account the
overall investment policy of the Plan and the composition of the Plan's
investment portfolio.
UNDERWRITER'S PTE
CS First Boston Corporation ("First Boston") is the recipient of a final
prohibited transaction exemption, 54 Fed. Reg. 42597 (Oct. 17, 1989) (the
"Underwriter's PTE" or "CS First Boston Corporation's PTE" if specified in the
applicable Prospectus Supplement), which may accord protection from violations
under Sections 406 and 407 of ERISA and Section 4975 of the Code for Plans that
acquire Certificates. The Underwriter's PTE applies to certificates (a) which
represent (1) a beneficial ownership interest in the assets of a trust and
entitle the holder to pass-through payments of principal, interest and/or other
payments made with respect to the assets of the trust, or (2) an interest in a
REMIC if the certificates are issued by and are obligations of a trust; and (b)
with respect to which First Boston or any of its affiliates is either the sole
underwriter, the manager or co-manager of the underwriting syndicate or a
selling or placement agent. The corpus of a trust to which the Underwriter's PTE
applies may consist of (i) obligations which bear interest or are purchased at a
discount and which are secured by (A) single-family residential, multifamily
residential or commercial real property (including obligations secured by
leasehold interests on commercial real property) or (B) shares issued by a
cooperative housing association; and (ii) "guaranteed governmental mortgage pool
certificates" (as defined in the Final Regulation).
109
<PAGE> 177
Plans acquiring Certificates may be eligible for protection under the
Underwriter's PTE if:
(a) assets of the type included as Trust Assets have been included in
other investment pools ("Other Pools");
(b) certificates evidencing interests in Other Pools have been both
(1) rated in one of the three highest generic rating categories by Standard
& Poor's Corporation, Moody's Investors Service, Inc., Duff & Phelps Inc.
or Fitch Investors Service, Inc., and (2) purchased by investors other than
Plans, for at least one year prior to a Plan's acquisition of Certificates
in reliance upon the Underwriter's PTE;
(c) at the time of such acquisition, the Class of Certificates
acquired by the Plan has received a rating in one of the rating categories
referred to in condition (b) above;
(d) the Trustee is not an affiliate of any member of the Restricted
Group (as defined below);
(e) the applicable Series of Certificates evidences ownership in Trust
Assets which may include non Subordinated Mortgage Certificates (whether or
not interest and principal payable with respect to the Mortgage
Certificates are guaranteed by the GNMA, FHLMC or FNMA) or Contracts;
(f) the Class of Certificates acquired by the Plan are not
subordinated to other Classes of Certificates of that Series with respect
to the right to receive payment in the event of defaults or delinquencies
on the underlying Trust Assets;
(g) the Plan is an "accredited investor" (as defined in Rule 501(a)(1)
of Regulation D under the Securities Act);
(h) the acquisition of the Certificates by a Plan is on terms
(including the price for the Certificates) that are at least as favorable
to the Plan as they would be in an arm's length transaction with an
unrelated party; and
(i) the sum of all payments made to and retained by the Underwriter or
members of any underwriting syndicate in connection with the distribution
of the Certificates represents not more than reasonable compensation for
underwriting the Certificates; the sum of all payments made to and retained
by the Seller pursuant to the sale of the Trust Assets to the Trust
represents not more than the fair market value of such Trust Assets; and
the sum of all payments made to and retained by the Master Servicer and all
Servicers represents not more than reasonable compensation for such
Servicers' services under the Pooling and Servicing Agreement and
reimbursement of such Servicers' reasonable expenses in connection
herewith.
In addition, the Underwriter's PTE will not apply to a Plan's investment in
Certificates if the Plan fiduciary responsible for the decision to invest in a
Class of Certificates is a Mortgagor or Obligor with respect to more than 5% of
the fair market value of the obligations constituting the Trust Assets or an
affiliate of such person, unless:
(1) in the case of an acquisition in connection with the initial
issuance of any Series of Certificates, at least 50% of each Class of
Certificates in which Plans have invested is acquired by persons
independent of the Restricted Group and at least 50% of the aggregate
interest in the Trust is acquired by persons independent of the Restricted
Group;
(2) the Plan's investment in any Class of Certificates does not exceed
25% of the outstanding Certificates of that Class at the time of
acquisition;
(3) immediately after such acquisition, no more than 25% of the Plan
assets with respect to which the investing fiduciary has discretionary
authority or renders investment advice are invested in certificates
evidencing interest in trusts sponsored or containing assets sold or
serviced by the same entity; and
(4) the Plan is not sponsored by the Depositor, any Underwriter, the
Trustee, any Servicer, any Pool, Special Hazard or Primary Mortgage Insurer
or the obligor under any other credit support mechanism, a Mortgagor or
Obligor with respect to obligations constituting more than 5% of the
110
<PAGE> 178
aggregate unamortized principal balance of the Trust Assets on the date of
the initial issuance of Certificates, or any of their affiliates (the
"Restricted Group").
Each Series of Certificates generally is expected to satisfy condition (a)
unless otherwise specified in the applicable Prospectus Supplement. If a Series
includes a Class of Subordinated Certificates, that Class will not satisfy
condition (f). Additionally, the Prospectus permits the issuance of Certificates
rated in one of the four highest rating categories, so a particular Class of a
Series may not satisfy condition (c).
Whether the other conditions in the Underwriter's PTE will be satisfied as
to Certificates or any particular Class will depend upon the relevant facts and
circumstances existing at the time the Plan acquires Certificates of that Class.
Any Plan investor who proposes to use "plan assets" of a Plan to acquire
Certificates in reliance upon the Underwriter's PTE should determine whether the
Plan satisfies all of the applicable conditions and consult with its counsel
regarding other factors that may affect the applicability of the Underwriter's
PTE.
GENERAL CONSIDERATIONS
Any member of the Restricted Group, a Mortgagor or Obligor, or any of their
affiliates might be considered or might become a Party in Interest with respect
to a Plan. In that event, the acquisition or holding of Certificates of the
applicable Series or Class by, on behalf of or with "plan assets" of such Plan
might be viewed as giving rise to a prohibited transaction under ERISA and
Section 4975 of the Code, unless PTCE 83-1 or another exemption is available.
Accordingly, before a Plan investor makes the investment decision to purchase,
to commit to purchase or to hold Certificates of any Series or Class, the Plan
investor should determine (a) whether the second and third general conditions
and the specific conditions (described briefly above) of PTCE 83-1 have been
satisfied; (b) whether the Underwriter's PTE is applicable; (c) whether any
other prohibited transaction exemption (if required) is available under ERISA
and Section 4975 of the Code; or (d) whether an exemption from "plan asset"
treatment is available to the applicable Trust Fund. The Plan investor should
also consult the ERISA discussion, if any, in the applicable Prospectus
Supplement for further information regarding the application of ERISA to any
Series or Class of Certificates.
Subordinated Certificates are not available for purchase by or with "plan
assets" of any Plan, other than a governmental or church plan which is not
subject to ERISA or Section 4975 of the Code (as described above), and any
acquisition of Subordinated Certificates by, on behalf of or with "plan assets"
of any such Plan will be treated as null and void for all purposes.
ANY PLAN INVESTOR WHO PROPOSES TO USE "PLAN ASSETS" OF ANY PLAN TO PURCHASE
CERTIFICATES OF ANY SERIES OR CLASS SHOULD CONSULT WITH ITS COUNSEL WITH RESPECT
TO THE POTENTIAL CONSEQUENCES UNDER ERISA AND SECTION 4975 OF THE CODE OF THE
ACQUISITION AND OWNERSHIP OF SUCH CERTIFICATES.
LEGAL INVESTMENT
The applicable Prospectus Supplement for a Series of Certificates will
specify whether a Class or Subclass of such Certificates, as long as it is rated
in one of the two highest rating categories by one or more nationally recognized
statistical rating organizations, will constitute a "mortgage related security"
for purposes of the Secondary Mortgage Market Enhancement Act of 1984 ("SMMEA").
Such Class or Subclass, if any, constituting a "mortgage related security" will
be a legal investment for persons, trusts, corporations, partnerships,
associations, business trusts and business entities (including depository
institutions, insurance companies, trustees and state government employee
retirement systems) created pursuant to or existing under the laws of the United
States or of any state (including the District of Columbia and Puerto Rico)
whose authorized investments are subject to state regulation to the same extent
that, under applicable law, obligations issued by or guaranteed as to principal
and interest by the United States or any agency or instrumentality thereof
constitute legal investments for such entities.
111
<PAGE> 179
Pursuant to SMMEA, a number of states enacted legislation, on or prior to
the October 3, 1991 cutoff for such enactments, limiting to varying extents the
ability of certain entities (in particular, insurance companies) to invest in
"mortgage related securities," in most cases by requiring the affected investors
to rely solely upon existing state law, and not SMMEA. Accordingly, the
investors affected by such legislation will be authorized to invest in
Certificates qualifying as "mortgage related securities" only to the extent
provided in such legislation.
SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in mortgage related
securities without limitation as to the percentage of their assets represented
thereby, federal credit unions may invest in such securities, and national banks
may purchase such securities 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. In this connection, federal credit unions
should review NCUA Letter to Credit Unions No. 96, as modified by Letter to
Credit Unions No. 108, which includes guidelines to assist federal credit unions
in making investment decisions for mortgage related securities. The NCUA has
adopted rules, codified as 12 C.F.R. Sections 703.5(f)-(k), which prohibit
federal credit unions from investing in certain mortgage related securities
(including securities such as certain Series, Classes or Subclasses of
Certificates), except under limited circumstances.
All depository institutions considering an investment in the Certificates
should review the "Supervisory Policy Statement on Securities Activities" dated
January 28, 1992, as revised April 15, 1994 (the "Policy Statement") of the
Federal Financial Institutions Examination Council.
The Policy Statement which has been adopted by the Board of Governors of
the Federal Reserve System, the Office of the Comptroller of the Currency, the
FDIC and the Office of Thrift Supervision and by the NCUA (with certain
modifications), prohibits depository institutions from investing in certain
"high-risk mortgage securities" (including securities such as certain Series,
Classes or Subclasses of the Certificates), except under limited circumstances,
and sets forth certain investment practices deemed to be unsuitable for
regulated institutions.
Institutions whose investment activities are subject to regulation by
federal or state authorities should review rules, policies and guidelines
adopted from time to time by such authorities before purchasing any
Certificates, as certain Series, Classes or Subclasses may be deemed unsuitable
investments, or may otherwise be restricted, under such rules, policies or
guidelines (in certain instances irrespective of SMMEA).
The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions which
may restrict or prohibit investment in securities which are not "interest
bearing" or "income paying," and, with regard to any Certificates issued in
book-entry form, provisions which may restrict or prohibit investments in
securities which are issued in book-entry form.
Except as to the status of certain Classes of Certificates as "mortgage
related securities," no representation is made as to the proper characterization
of the Certificates for legal investment purposes, financial institution
regulatory purposes, or other purposes, or as to the ability of particular
investors to purchase 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 Certificates) may adversely affect the liquidity of the
Certificates.
Investors should consult their own legal advisers in determining whether
and to what extent such Certificates constitute legal investments for such
investors.
112
<PAGE> 180
PLAN OF DISTRIBUTION
Each Series of Certificates offered hereby and by means of the related
Prospectus Supplements may be sold directly by the Depositor or may be offered
through CS First Boston Corporation, an affiliate of the Depositor, or
underwriting syndicates represented by CS First Boston Corporation (the
"Underwriters"). The Prospectus Supplement with respect to each such Series of
Certificates will set forth the terms of the offering of such Series or
Certificates and each Subclass within such Series, including the name or names
of the Underwriters, the proceeds to the Depositor, and either the initial
public offering price, the discounts and commissions to the Underwriters and any
discounts or concessions allowed or reallowed to certain dealers, or the method
by which the price at which the Underwriters will sell such Certificates will be
determined.
Unless otherwise specified in the Prospectus Supplement, the Underwriters
will be obligated to purchase all of the Certificates of a Series described in
the Prospectus Supplement with respect to such Series if any such Certificates
are purchased. The Certificates may be acquired by the Underwriters for their
own account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale.
If so indicated in the Prospectus Supplement, the Depositor will authorize
Underwriters or other persons acting as the Depositor's agents to solicit offers
by certain institutions to purchase the Certificates from the Depositor 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 and
charitable institutions and others, but in all cases such institutions must be
approved by the Depositor. The obligation of any purchaser under any such
contract will be subject to the condition that the purchase 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. The Underwriters and such
other agents will not have any responsibility in respect of the validity or
performance of such contracts.
The Depositor may also sell the Certificates offered hereby and by means of
the related Prospectus Supplements from time to time in negotiated transactions
or otherwise, at prices determined at the time of sale. The Depositor may effect
such transactions by selling Certificates to or through dealers, and such
dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Depositor and any purchasers of Certificates
for whom they may act as agents.
The place and time of delivery for each Series of Certificates offered
hereby and by means of the related Prospectus Supplement will be set forth in
the Prospectus Supplement with respect to such Series.
If and to the extent required by applicable law or regulation, this
Prospectus and the attached Prospectus Supplement will also be used by the
Underwriter after the completion of the offering in connection with offers and
sales related to market-making transactions in the offered Securities in which
the Underwriter acts as principal. Sales will be made at negotiated prices
determined at the time of sales.
LEGAL MATTERS
Certain legal matters in connection with the Certificates offered hereby
will be passed upon for the Depositor and for the Underwriters by Cadwalder,
Wickersham & Taft, New York, New York, Brown & Wood LLP, or Sidley & Austin, New
York, New York.
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<PAGE> 181
INDEX OF TERMS
<TABLE>
<CAPTION>
PAGE ON WHICH
TERM IS DEFINED
TERM IN THE PROSPECTUS
- ------------------------------------------------------------------------------ -----------------
<S> <C>
Accrual Distribution Amount................................................... 36
Advances...................................................................... 14
AFR........................................................................... 91
Agreement..................................................................... 33
Alternative Credit Support.................................................... 9
Approved Sale................................................................. 68
APR........................................................................... 26
ARM Loans..................................................................... 19
Asset Value................................................................... 34
Assets........................................................................ 82
Buy-Down Fund................................................................. 13,20
Buy-Down Loans................................................................ 20
Cede.......................................................................... 18
Certificate Account........................................................... 42
Certificate Principal Balance................................................. 3
Certificateholders............................................................ 18,22
Certificates.................................................................. 1,3
Class......................................................................... 1,3
Clean up Costs................................................................ 76
Closed Loans.................................................................. 22
Closing Date.................................................................. 84
Code.......................................................................... 14,32
Commission.................................................................... 2
Committee Report.............................................................. 79
Contract Loan-to-Value Ratio.................................................. 7
Contract Pool................................................................. 1,4
Contract Schedule............................................................. 39
Contracts..................................................................... 4,16,26
Converted Mortgage Loan....................................................... 20
Cooperative................................................................... 4
Cooperative Dwelling.......................................................... 4
Cooperative Loans............................................................. 4
CS First Boston Corporation's PTE............................................. 109
Custodial Account............................................................. 42
Custodial Agreement........................................................... 27
Custodian..................................................................... 27
Cut-off Date.................................................................. 18
Deferred Interest............................................................. 20
Deficiency Event.............................................................. 56
Definitive Certificates....................................................... 18
Deleted Contract.............................................................. 28
Deleted Mortgage Certificates................................................. 37
Deleted Mortgage Loans........................................................ 38
Depositor..................................................................... 1
Deposit Trust Agreement....................................................... 33
Determination Date............................................................ 45
Discount Certificate.......................................................... 8
Distribution Date............................................................. 5
DOL........................................................................... 107
DTC........................................................................... 18
</TABLE>
114
<PAGE> 182
<TABLE>
<CAPTION>
PAGE ON WHICH
TERM IS DEFINED
TERM IN THE PROSPECTUS
- ------------------------------------------------------------------------------ -----------------
<S> <C>
Due Date...................................................................... 19
Due Period.................................................................... 36
Escrow Account................................................................ 48
ERISA......................................................................... 14
ERISA Plans................................................................... 107
Exempt Series................................................................. 108
FBSC.......................................................................... 28
FHA........................................................................... 1,20
FHA Experience................................................................ 31
FHA Loans..................................................................... 19
Final Regulation.............................................................. 107
First Boston.................................................................. 109
Garn-St Germain Act........................................................... 75
GPM Fund...................................................................... 13,20
GPM Loans..................................................................... 20
Initial Deposit............................................................... 12
Initial Issue Price........................................................... 105
Insurance Proceeds............................................................ 43
Insured....................................................................... 51
Insured Series................................................................ 108
Interest Coupon............................................................... 104
Interest Distribution......................................................... 35
Interest Rate................................................................. 3
Interest Weighted Class....................................................... 3
Interest Weighted Subclass.................................................... 3
IRS........................................................................... 83
L/C Bank...................................................................... 9,59
L/C Percentage................................................................ 10,59
Letter of Credit.............................................................. 9
Liquidating Loan.............................................................. 9
Liquidation Proceeds.......................................................... 43
Loan-to-Value Ratio........................................................... 6
Loss.......................................................................... 63
Manufactured Home............................................................. 7,26
Master Servicer............................................................... 5
Mortgage Certificates......................................................... 1,4,26
Mortgage Loans................................................................ 1,4
Mortgage Notes................................................................ 16
Mortgage Pool................................................................. 1,4
Mortgage Rates................................................................ 6
Mortgaged Property............................................................ 6
Mortgagor..................................................................... 6
Mortgagor Bankruptcy Bond..................................................... 9
Multi-Class Certificates...................................................... 3
Multifamily Property.......................................................... 4
Multiple Variable Rate........................................................ 86
1988 Act...................................................................... 91
1986 Act...................................................................... 106
1996 Contingent Debt Regulations.............................................. 87
1996 Proposed Regulations..................................................... 97
Nonexempt Assets.............................................................. 108
Nonexempt Series.............................................................. 108
</TABLE>
115
<PAGE> 183
<TABLE>
<CAPTION>
PAGE ON WHICH
TERM IS DEFINED
TERM IN THE PROSPECTUS
- ------------------------------------------------------------------------------ -----------------
<S> <C>
non-U.S. Person............................................................... 96
Obligor....................................................................... 29
OID Regulations............................................................... 81
Original Value................................................................ 6,19
Originator.................................................................... 23
Other Pools................................................................... 110
Parties in Interest........................................................... 107
Pass-Through Rate............................................................. 6
Payment deficiencies.......................................................... 60
Percentage Interest........................................................... 1,18
Performance Bond.............................................................. 27
Plan Investor................................................................. 109
Plans......................................................................... 107
Policy Statement.............................................................. 112
Pool Insurance Policy......................................................... 9
Pool Insurer.................................................................. 11,33
Pooling and Servicing Agreement............................................... 22
Premium Certificate........................................................... 8,30
Prepayment Assumption......................................................... 83
Primary Insurer............................................................... 43
Primary Mortgage Insurance Policy............................................. 10
Primary Mortgage Insurer...................................................... 51
Principal Distribution........................................................ 35
Principal Prepayments......................................................... 12
Principal Weighted Class...................................................... 3
Principal Weighted Subclass................................................... 3
Proposed Mark to Market Regulations........................................... 93
Proposed Premium Regulations.................................................. 88,103
PTCE 83-1..................................................................... 108
Purchase Price................................................................ 40
Rating Agency................................................................. 1,4
Record Date................................................................... 34
Reference Agreement........................................................... 33
REIT.......................................................................... 92
REMIC......................................................................... 1,14,80
REMIC Certificateholders...................................................... 80
REMIC Certificates............................................................ 80
REMIC Mortgage Pool........................................................... 80
REMIC Provisions.............................................................. 80
REMIC Regulations............................................................. 80
REMIC Regular Certificate..................................................... 80
REMIC Residual Certificate.................................................... 80
Required Distribution......................................................... 61
Required Reserve.............................................................. 12,59
Reserve Fund.................................................................. 9
Residual Certificates......................................................... 3
Residual Owner................................................................ 89
Restricted Group.............................................................. 111
Retained Yield................................................................ 100
Securities Act................................................................ 34
Senior Certificates........................................................... 9
Senior Class.................................................................. 3
</TABLE>
116
<PAGE> 184
<TABLE>
<CAPTION>
PAGE ON WHICH
TERM IS DEFINED
TERM IN THE PROSPECTUS
- ------------------------------------------------------------------------------ -----------------
<S> <C>
Senior Prepayment Percentage.................................................. 60
Senior Subclass............................................................... 3
Series........................................................................ 1,3
Servicemen's Readjustment Act................................................. 20
Servicer...................................................................... 22
Servicing Account............................................................. 42
Servicing Agreement........................................................... 22
Single-Class REMIC............................................................ 99
Single Family Property........................................................ 4
Single Variable Rate.......................................................... 84
SMMEA......................................................................... 14,111
SPA........................................................................... 29
Special Distributions......................................................... 5,46
Special Hazard Insurance Policy............................................... 13
Standard Hazard Insurance Policy.............................................. 49
Standard Terms................................................................ 33
Stated Principal Balance...................................................... 3
Stated Principal Distribution Amount.......................................... 36
Stripped Bond Rules........................................................... 100
Stripped Interest............................................................. 105
Stripped Mortgage Loan........................................................ 100
Subclass...................................................................... 1,3
Subordinated Amount........................................................... 9
Subordinated Certificates..................................................... 9
Subordinated Class............................................................ 3
Subordinated Pool............................................................. 12
Subordinated Subclass......................................................... 3
Substitute Contract........................................................... 28
Substitute Mortgage Certificates.............................................. 37
Substitute Mortgage Loans..................................................... 38
Tiered REMICS................................................................. 82
Title V....................................................................... 80
Trust Assets.................................................................. 4
Trust Certificates............................................................ 81
Trust Fractional Certificateholder............................................ 97
Trust Fractional Certificate.................................................. 81
Trust Fund.................................................................... 1,4
Trust Interest Certificate.................................................... 81
Trust Interest Certificateholder.............................................. 104
Unaffiliated Sellers.......................................................... 22
Underwriters.................................................................. 113
Underwriter's PTE............................................................. 109
UCC........................................................................... 73
Unstripped Mortgage Loans..................................................... 102
U. S. Person.................................................................. 96
VA............................................................................ 1,19
VA Loans...................................................................... 19
</TABLE>
117
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE OFFERED CERTIFICATES OFFERED HEREBY, NOR AN
OFFER OF THE OFFERED CERTIFICATES IN ANY STATE OR JURISDICTION IN WHICH, OR TO
ANY PERSON TO WHOM, SUCH OFFER WOULD BE UNLAWFUL. THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT
INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE;
HOWEVER, IF ANY MATERIAL CHANGE OCCURS WHILE THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS IS REQUIRED BY LAW TO BE DELIVERED, THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS WILL BE AMENDED OR SUPPLEMENTED ACCORDINGLY.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Summary.................................... S-3
Risk Factors............................... S-13
The Contract Pool.......................... S-16
Ford Consumer Finance Company, Inc. ....... S-21
Yield and Prepayment Considerations........ S-24
Description of the Certificates............ S-36
Use of Proceeds............................ S-54
Certain Legal Aspects of the Contracts..... S-54
Certain Federal Income Tax Consequences.... S-57
ERISA Considerations....................... S-58
Legal Investment Considerations............ S-59
Underwriting............................... S-59
Legal Matters.............................. S-60
Ratings.................................... S-60
Index of Defined Terms..................... S-61
Annex I.................................... I-1
PROSPECTUS
Prospectus Supplement...................... 2
Additional Information..................... 2
Incorporation of Certain Information by
Reference................................ 2
Summary of Terms........................... 3
Risk Factors............................... 16
The Trust Fund............................. 18
The Depositor.............................. 28
Use of Proceeds............................ 28
Yield Considerations....................... 29
Maturity and Prepayment Considerations..... 31
Description of the Certificates............ 33
Credit Support............................. 58
Description of Insurance................... 63
Certain Legal Aspects of the Mortgage Loans
and Contracts............................ 70
Certain Federal Income Tax Consequences.... 80
ERISA Considerations....................... 107
Legal Investment........................... 111
Plan of Distribution....................... 113
Legal Matters.............................. 113
Index of Terms............................. 114
</TABLE>
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UNTIL DECEMBER , 1996 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS
SUPPLEMENT), ALL DEALERS EFFECTING TRANSACTIONS IN THE OFFERED CERTIFICATES,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS SUPPLEMENT AND PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
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CS First Boston Mortgage
Securities Corp.,
Depositor
$888,002,000
Associates Manufactured Housing Contract
Pass-Through Certificates, Series 1996-1
Ford Consumer Finance Company, Inc.,
Seller and Servicer
PROSPECTUS SUPPLEMENT
CS First Boston
Goldman, Sachs & Co.
Morgan Stanley & Co.
Incorporated
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